Securities code: 000887 securities abbreviation: Anhui Zhongding Sealing Parts Co.Ltd(000887) Announcement No.: 2022-022 convertible bond Code: 127011 convertible bond abbreviation: zhongdingzhuan 2
Anhui Zhongding Sealing Parts Co.Ltd(000887)
Notice on the implementation of the seventh transfer of tripod
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Redemption registration date of “Zhongding Zhuan 2”: February 23, 2022
2. Redemption date of “Zhongding Zhuan 2”: February 24, 2022
3. Redemption price of “zhongdingzhuan 2”: 100.97 yuan / piece (including the accrued interest of the current period, the annual interest rate of the current period is 1.0%, and the interest of the current period includes tax).
4. Fund arrival date (to the account of the clearing company): March 1, 2022
5. Arrival date of redemption money of investors: March 3, 2022
6. “Zhongding Zhuan 2” stop trading and share conversion date: February 24, 2022
7. “Zhongdingzhuan 2” intends to stop trading on February 24, 2022. However, according to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “zhongdingzhuan 2” is less than 30 million yuan, the trading will be stopped three trading days after the company issues the relevant announcement. Therefore, the trading time of “zhongdingzhuan 2” may be advanced, Please pay close attention to the announcement of “Zhongding Zhuan 2” stop trading issued by the company at that time. 8. According to the arrangement, “zhongdingzhuan 2”, which has not yet converted shares after the closing of the market on February 23, 2022, will be forcibly redeemed. After this redemption, the “zhongdingzhuan 2” will be delisted in Shenzhen Stock Exchange. If the “zhongdingzhuan 2” held by the holder is pledged or frozen, it is recommended to lift the pledge and freeze before the date of suspension of trading and share conversion, so as to avoid being redeemed due to inability to convert shares.
Risk warning: according to the arrangement, “Zhongding Zhuan 2”, which has not been converted into shares after the closing of the market on February 23, 2022, will be forcibly redeemed at the price of 100.97 yuan / piece. Due to the large difference between the current secondary market price and the redemption price, investors may face losses if they fail to convert shares in time. Please pay attention to the investment risk.
1、 Overview of redemption
1. Trigger redemption
With the approval of “zjxk [2018] No. 1803” document of China Securities Regulatory Commission, Anhui Zhongding Sealing Parts Co.Ltd(000887) (hereinafter referred to as “the company”) publicly issued 12 million convertible corporate bonds on March 8, 2019, with a face value of 100 yuan each and a total issuance amount of 1.2 billion yuan. With the consent of “SZS [2019] No. 165” document of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the company’s 1.2 billion yuan convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from April 4, 2019. The bonds are referred to as “zhongdingzhuan 2” for short and the bond code is “127011”. The share conversion period of “Zhongding Zhuan 2” is from September 16, 2019 to March 8, 2025. According to relevant laws and regulations and the relevant provisions of the Anhui Zhongding Sealing Parts Co.Ltd(000887) prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the “prospectus for convertible bonds”), the convertible bonds issued by the company can be converted into shares of the company from September 16, 2019, and the initial conversion price of convertible bonds is 11.99 yuan / share.
Due to the implementation of 2018 annual equity distribution by the company, the conversion price of convertible bonds was adjusted to 11.79 yuan / share on May 31, 2019. Due to the implementation of 2019 annual equity distribution by the company, the price of convertible bonds into shares on July 29, 2020 was 11.59 yuan / share. Due to the implementation of 2020 annual equity distribution by the company, the price of convertible bonds converted into shares was adjusted to 11.39 yuan / share on June 7, 2021.
The company’s A-share stock (stock abbreviation: Anhui Zhongding Sealing Parts Co.Ltd(000887) Stock Code: 000887) has had 15 consecutive trading days from January 1, 2022 to January 24, 2022, and the closing price is not lower than 130% of the current conversion price of “Zhongding Zhuan 2”, which has triggered the conditional redemption terms agreed in the prospectus for convertible bonds.
The company held the 12th meeting of the 8th board of directors on January 24, 2022, deliberated and approved the proposal on early redemption of “zhongdingzhuan 2”, and agreed to exercise the conditional redemption right of “zhongdingzhuan 2”, Redeem “Zhongding Zhuan 2” of all non convertible shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the redemption registration date at the price of bond face value plus accrued interest of the current period.
2. Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest of the current period:
① During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not lower than 130% (including 130%) of the current conversion price;
② When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = b × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time;
i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
2、 Redemption implementation arrangement
1. Redemption price and determination basis of redemption price
According to the agreement on conditional redemption in the company’s convertible bond prospectus, the redemption price of “zhongdingzhuan 2” is 100.97 yuan / piece. The calculation process is as follows:
The calculation formula of current accrued interest is: ia = B × i × t÷365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time; (each face value is 100 yuan);
i: Refers to the coupon rate of convertible corporate bonds of 1.0% in the current year;
t: It refers to the number of interest days, that is, the actual calendar days from the last interest payment date (March 8, 2021) to the redemption date of this interest year (February 24, 2022) are 353 days (the beginning does not count the end).
Current accrued interest of each bond = 100 × 1% × 353 ÷ 365 = 0.97 yuan / piece
Redemption price of each bond = face value of bond + current interest = 100 + 0.97 = 100.97 yuan / piece
The tax deduction of investors’ bond interest income is explained as follows: for individual investors holding “zhongdingzhuan 2” and bondholders of securities investment funds, the interest income tax is withheld and paid by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company does not withhold and pay income tax, and the actual redemption price of each bond is 100.78 yuan after deduction; For qualified foreign investors (QFII and rqfii) holding “zhongdingzhuan 2”, according to the notice on the enterprise income tax and value-added tax policy of overseas institutions investing in the domestic bond market (CS [2018] No. 108), the enterprise income tax and value-added tax are temporarily exempted, and the redemption price of each is 100.97 yuan; For other bondholders holding “zhongdingzhuan 2”, they shall pay bond interest income tax by themselves, and the redemption price of each bond is 100.97 yuan.
The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
2. Redemption object
As of the afternoon closing of the redemption registration date (February 23, 2022), all holders of “zhongdingzhuan 2” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Redemption procedure and schedule
(1) The company will publish the redemption implementation announcement at least three times on the information disclosure media designated by the CSRC within 5 trading days after meeting the redemption conditions for the first time, notifying the holders of “zhongdingzhuan 2” of the redemption. (2) Since February 24, 2022, “Zhongding Zhuan 2” has stopped trading.
(3) According to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “zhongdingzhuan 2” is less than 30 million yuan, the trading will be stopped three trading days after the company issues the relevant announcement. Therefore, the trading time of “zhongdingzhuan 2” may be advanced, Please pay close attention to the announcement of “Zhongding Zhuan 2” stop trading issued by the company at that time.
(4) February 24, 2022 is the redemption date of “zhongdingzhuan 2”. The company will fully redeem the “zhongdingzhuan 2” registered after the closing of the market as of the redemption registration date (the trading day before the redemption date: February 23, 2022). Since February 24, 2022, “Zhongding Zhuan 2” has stopped converting shares. After the conditional redemption, zhongdingzhuan 2 will be delisted in Shenzhen Stock Exchange.
(5) March 1, 2022 is the arrival date of the issuer’s (company’s) funds.
(6) March 3, 2022 is the date when the redemption money reaches the capital account of “zhongdingzhuan 2” holders. At that time, the redemption money of “zhongdingzhuan 2” will be directly transferred to the capital account of “zhongdingzhuan 2” holders through Convertible Bond Custody brokers. (7) The company will publish the announcement of redemption results and the announcement of delisting of convertible bonds on the information disclosure media designated by the CSRC within 7 trading days after the end of this redemption.
4. Other matters
Consulting department: Securities Affairs Department of the company
Contact: Luo Qian
Tel.: 0563-4181887
3、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Zhongding Zhuan 2” within six months before the redemption conditions are met
Within six months before the redemption conditions of “zhongdingzhuan 2” are met (i.e. from July 24, 2021 to January 24, 2022), the actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not trade “zhongdingzhuan 2” within six months before the redemption conditions are met. 4、 Other matters to be explained
1. “Zhongding Zhuan 2” will stop trading and share conversion from February 24, 2022. However, if the circulating face value of “zhongdingzhuan 2” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “zhongdingzhuan 2” may be advanced. In addition, “zhongdingzhuan 2” can be traded and converted into shares normally during the trading hours of the trading day of Shenzhen Stock Exchange from the release date of the redemption announcement to the redemption date.
2. If the holder of “Zhongding Zhuan 2” handles the matter of share conversion, it must report the share conversion through the securities company hosting the bonds. It is recommended that the holders of convertible bonds consult the securities company that opened the account before reporting.
3. The treatment method of less than one share in the conversion. The shares applied for conversion by the holders of “zhongdingzhuan 2” must be integer shares. If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shenzhen stock exchange and other departments.
It is hereby announced
Anhui Zhongding Sealing Parts Co.Ltd(000887)
Board of directors
February 11, 2022
