Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-016
Convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement of CHUANHENG convertible bonds starting to convert into shares
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. Date of convertible bond conversion: February 18, 2022
2. Convertible bond to share price: 21.02 yuan / share
3. Starting and ending date of share conversion: February 18, 2022 to August 11, 2027.
1、 Overview of convertible bond issuance and listing
1. Approved issuance of convertible bonds
Approved by the reply on approving Guizhou Chanhen Chemical Corporation(002895) public issuance of convertible corporate bonds (zjxk [2021] No. 2337) of China Securities Regulatory Commission, Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as ” Guizhou Chanhen Chemical Corporation(002895) ” or “the company”) publicly issued 11.6 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) on August 12, 2021, The total face value of convertible bonds issued is RMB 1.160 billion.
2. Listing of convertible bonds
With the consent of SZS [2021] No. 915 document of Shenzhen Stock Exchange, the company’s 1160 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since September 23, 2021. The bonds are referred to as “CHUANHENG convertible bonds” for short and the bond code is “127043”. 3. Convertible bonds to shares
According to the relevant provisions of the company’s prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the “prospectus”), the convertible bond conversion period of this issuance starts from the first trading day after the expiration of 6 months from the date of the issuance of convertible bonds (August 18, 2021, t + 4) to the maturity date of convertible bonds, In case of statutory holidays, the interest payment will not be postponed (i.e. from the 8th day of 2027 to the 18th day of 2022).
2、 Relevant terms of convertible bonds to shares
1. Number of copies issued: 11.6 million
2. Total funds raised: RMB 1.160 billion
3. Face value of convertible bonds: 100 yuan / piece
4. Coupon rate: 0.4% in the first year, 0.6% in the second year, 1% in the third year, 1.5% in the fourth year, 2.5% in the fifth year and 3% in the sixth year.
5. Bond term: the term of the convertible bonds issued this time is six years from the date of issuance, i.e. August 12, 2021 to August 11, 2027 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
6. Term of share conversion: from February 18, 2022 to August 11, 2027 (in case of legal holidays or rest days, it shall be extended to the first working day thereafter; the interest payment during the extended period shall not be calculated separately).
7. Conversion price: 21.02 yuan / share
8. Source of Conversion Shares: only new shares are used for conversion.
3、 Matters related to the declaration of convertible bonds to shares
1. Conversion declaration procedure
(1) The declaration of share conversion shall be made by the bondholders through the trading system of Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
(2) The holder can apply to convert all or part of the “CHUANHENG convertible bonds” in his account into the company’s shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
(3) The minimum reporting unit of convertible bonds to shares is “Zhang”, the denomination of each is 100 yuan, and the minimum unit converted into shares is 1 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. The shares to be converted by the holders of convertible bonds must be an integral multiple of one share. 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, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the face balance of this part of convertible bonds and the corresponding accrued interest for the current period within five trading days after the date of share conversion of convertible bond holders, which shall be accurate to 0.01 yuan according to the principle of rounding.
(4) This declaration of convertible bond trading takes precedence over the declaration of conversion of shares. If the amount of convertible bonds applied for conversion of shares by the holder of convertible bonds is greater than the amount of convertible bonds actually owned by him, he shall convert shares according to the amount actually owned by him, and the remaining part of the application shall be cancelled.
2. Reporting time of share conversion
The holders of convertible bonds may apply for the conversion of shares during the conversion period (i.e. from February 18, 2022 to August 11, 2027) during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following hours:
(1) The period during which the conversion of shares is stopped in accordance with the relevant provisions of the prospectus;
3. Freezing and cancellation of convertible bonds
After confirming the validity of the share conversion application, China Securities Depository and Clearing Corporation Shenzhen 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.
4. Listing date and rights and interests of new shares converted from convertible bonds to shares
Convertible bonds purchased on the same day can be reported to be converted into shares on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the conversion. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
5. Relevant taxes in the process of share conversion
In case of any relevant taxes during the conversion of convertible bonds into shares, the taxpayers shall bear them by themselves.
6. Ownership of interest in the year of share conversion
(1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of the issuance of convertible corporate bonds, that is, August 12, 2021.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days.
(3) Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible corporate bonds that apply for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
4、 Adjustment of convertible bond to share price
1. Initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 21.02 yuan / share, Not less than the average trading price of the company’s A-Shares on the 20 trading days before the announcement date of the prospectus (if there is a stock price adjustment caused by ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s A-Shares on the previous trading day.
The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days.
The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
2. Adjustment of conversion price
As of the disclosure date of this announcement, the conversion price of the company’s convertible corporate bonds has not changed.
3. Adjustment and calculation method of conversion price
After this issuance, if the company distributes bonus shares, 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), issues shares and distributes cash dividends, the conversion price shall be adjusted accordingly. The specific adjustment formula of share conversion price is as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
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 above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of conversion price adjustment on the media qualified for information disclosure in the securities market, and specify the date of conversion price adjustment, adjustment method and suspension period of conversion (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 and the relevant provisions of the securities regulatory authorities at that time. 4. Downward correction clause of conversion price
(1) Correction conditions and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s 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 shareholders’ meeting of the company for 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 higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and stock par value.
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) Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the media qualified for information disclosure in the securities market, announcing the correction range and the period of suspension of conversion. From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented.
If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
5. How to determine the number of shares converted
When the holders of convertible bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted q is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: V refers to the total face value of convertible bonds applied for share conversion by the holders of convertible bonds; P is the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible bonds must be integral multiples of one share. For the face balance of convertible bonds that are not enough to be converted into one share at the time of share conversion, the company will pay the face balance of this part of convertible bonds and the corresponding accrued interest for the current period in cash within five trading days after the date of share conversion of convertible bond holders in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, accurate to 0.01 yuan according to the principle of rounding.
5、 Redemption terms and resale terms of convertible bonds
1. Redemption clause
(1) Maturity redemption clause
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 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 convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time
Total face value;
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 is adjusted within 30 days after the closing date and the trading date of the conversion, it shall be calculated according to the adjustment of the conversion price on the previous trading day.
2. 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 shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the face value of the bonds plus the current accrued interest.
