Securities code: 688599 securities abbreviation: Trina Solar Co.Ltd(688599) Announcement No.: 2022-011 convertible bond Code: 118002 convertible bond abbreviation: Trina Solar convertible bond
Announcement on the conversion of “Trina Solar convertible bonds” into shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Convertible bond Code: 118002
Convertible bond abbreviation: Trina Solar convertible bond
Conversion price: 50.40 yuan / share
Date of share transfer: from December 21, 2027 to February 21, 2027
1、 Overview of convertible bond issuance and listing
(I) Trina Solar Co.Ltd(688599) (hereinafter referred to as the “issuer”, “company” or ” Trina Solar Co.Ltd(688599) “) issued convertible corporate bonds to unspecified objects. The company issued 52.52 million convertible corporate bonds to unspecified objects on August 13, 2021 with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 2339, Each has a face value of 100 yuan and a total issuance amount of 5252 million yuan. The term is six years from the date of issuance, that is, from August 13, 2021 to August 12, 2027.
(II) with the consent of self regulatory decision [2021] No. 373 of Shanghai Stock Exchange, the company’s 5252 million yuan convertible corporate bonds have been listed and traded in Shanghai Stock Exchange since September 1, 2021. The bonds are referred to as “Trina Solar convertible bonds” for short and the bond code is “118002”.
(III) according to relevant regulations and the company’s prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”), the “Trina convertible bonds” issued by the company can be converted into shares of the company from February 21, 2022.
2、 Relevant terms of Trina Solar’s debt to equity swap
(I) issuance scale: 5252 million yuan;
(II) face value: 100.00 yuan each;
(III) coupon rate: 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year;
(IV) bond term: six years, from August 13, 2021 to August 12, 2027 (V) start and end date of share conversion period: February 21, 2022 to August 12, 2027
(VI) conversion price: 50.40 yuan / share
3、 Matters related to share conversion declaration
(I) codes and abbreviations of convertible bonds
Convertible bond Code: 118002
Convertible bond abbreviation: Trina Solar convertible bond
(II) application procedures for share conversion
1. The application for share conversion shall be made through the trading system of Shanghai Stock Exchange in accordance with the relevant provisions of Shanghai Stock Exchange.
2. The holder may apply to convert all or part of the Trina Solar convertible bonds in his account into shares of the company. 3. The reporting unit of convertible bonds to shares is one hand, the face value of one hand is 1000 yuan, and the minimum unit converted into shares is one share; In case of multiple applications for share conversion within the same trading day, the number of share conversions will be calculated on a consolidated basis. For the convertible bonds that are not enough to convert one share at the time of share conversion, the company will pay in cash through China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “China Clearing Shanghai Branch”) on the trading day next to the reporting date of share conversion.
4. The reporting direction of convertible bonds to shares is to sell, and the price is 100 yuan. Once the reporting of convertible bonds to shares is confirmed, the order cannot be cancelled.
5. The trading declaration of convertible bonds has priority over the share conversion declaration. For the declaration exceeding the balance of convertible bonds after liquidation on the current day, the converted shares shall be calculated according to the actual number of convertible bonds (i.e. the balance of the current day).
(III) reporting time of share conversion
The holder may apply for share conversion during the conversion period (i.e. from February 21, 2022 to August 12, 2027) during the normal trading hours of the trading day of Shanghai Stock Exchange, except for the following hours:
1. The trading suspension time of convertible bonds before the trading of Trina Solar convertible bonds is stopped;
2. Suspension time of the company’s shares;
3. The period during which the company applies to stop share conversion in accordance with relevant regulations.
(IV) freezing and cancellation of convertible bonds
After confirming the validity of the share conversion application, China Clearing Shanghai Branch will write down (freeze and cancel) the balance of convertible bonds of the holders of convertible bonds, increase the corresponding number of shares of the holders of convertible bonds, and complete the change registration. (V) listing and trading of new shares converted from convertible bonds to shares and rights and interests enjoyed
Convertible bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the declaration of convertible shares. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
(VI) relevant taxes in the process of share conversion
In case of any relevant tax during the conversion of convertible bonds into shares, the taxpayer shall bear it by himself.
(VII) ownership of interest in the conversion year
Trina Solar convertible bonds adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of the convertible bonds, i.e. August 13, 2021. Convertible bonds converted into shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights) shall not enjoy the interest of the current and subsequent interest bearing years.
4、 Adjustment of convertible bond to share price
(I) initial conversion price and latest conversion price
The initial conversion price of Trina Solar convertible bonds is 50.51 yuan / share, and the new conversion price is 50.40 yuan / share.
On January 6, 2022, the company completed the first vesting registration procedures of the first vesting period of the 2020 restricted stock incentive plan. The company granted 397 incentive objects a total of 5641432 shares at the price of 10.08 yuan / share. The source of shares was private placement. This equity incentive grant registration changed the total share capital of the company from 2068026375 shares to 2073667807 shares. According to the relevant provisions of China Securities Regulatory Commission on the issuance of convertible corporate bonds and the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 11, 2021 According to the relevant provisions of Trina Solar Co.Ltd(688599) prospectus for the issuance of convertible corporate bonds to unspecified objects disclosed, after the issuance of Trina Solar convertible bonds, when the company distributes stock dividends, increases its share capital and issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time) When the company’s shares change due to the allotment of shares and the distribution of cash dividends, the company will adjust the conversion price according to the relevant formula. Therefore, the conversion price of Trina Solar convertible bonds is from
From February 21, 2022 (the date when Trina Solar convertible bonds began to convert shares), it was adjusted from RMB 50.51 per share to RMB 50.40 per share.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the price adjustment of convertible corporate bonds “Trina convertible bonds” (Announcement No.: 2022-010)
(II) adjustment method and calculation formula of share conversion price
According to the relevant provisions of the issuance terms of the prospectus, after this issuance, if the company distributes stock dividends, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), distributes shares and distributes cash dividends, the company will appear in the order of the above conditions, Adjust the conversion price in turn. The specific adjustment formula of share conversion price is as follows:
P1 / (increase in share capital) or P1 / (increase in share capital);
Additional shares or allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shanghai Stock Exchange (www.sse. Com. CN) Or other information disclosure media of listed companies designated by the CSRC, publish relevant announcements, and specify the adjustment date, adjustment method and suspension period of share conversion price in the announcement (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations, the relevant provisions of the securities regulatory authorities and the Shanghai Stock Exchange.
(III) downward correction clause of share conversion price
1. Revision authority and scope
According to the relevant provisions of the issuance terms of the prospectus, during the duration of the convertible corporate bonds issued this time, when the closing price of the company’s A-Shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders for deliberation and voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s A-Shares 20 trading days before the date of the shareholders’ meeting and the average trading price of the company’s A-Shares on the previous trading day.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. Amendment procedure
If the company decides to revise the conversion price downward, the company will go to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Or other information disclosure media of listed companies designated by the CSRC to publish relevant announcements, such as the revision range of the announcement, the date of equity registration and the period of suspension of share conversion (if necessary). From the first trading day after the equity registration date (i.e. the correction date of share conversion price), the application for share conversion shall be resumed and the revised share conversion price shall be implemented. If the correction date of the conversion price is on or after the conversion application date and before the conversion share registration date, such conversion application shall be executed according to the corrected conversion price.
5、 Redemption terms and resale terms of convertible bonds
(I) redemption terms
1. Terms of redemption at maturity
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem the convertible corporate bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
2. Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the balance of convertible corporate bonds issued this time is less than RMB 30 million, The company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period. 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 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).
(II) resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s A-Shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of the convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest, For the calculation method of current accrued interest, please refer to the relevant contents of “redemption terms”.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. If the conversion price is revised downward, the above 30 trading days shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years of the convertible corporate bonds issued this time, the bondholders of the convertible corporate bonds may exercise the repurchase right once according to the above agreed conditions after the repurchase conditions in each interest bearing year are met for the first time. If the repurchase conditions are met for the first time and the bondholders of the convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, In this interest bearing year, the repurchase right can no longer be exercised, and the holders of convertible corporate bonds can not exercise part of the repurchase right multiple times.
2. Additional resale terms
If there is a significant change in the implementation of the use of the raised funds from the issuance of convertible corporate bonds compared with the commitments of the company in the prospectus, and it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, The holders of convertible corporate bonds are entitled to pay to the public at the face value plus the accrued interest of the current period
