Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-025 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Suggestive announcement on the conversion of muyuan convertible bonds 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.
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Stock Code: 002714 stock abbreviation: Muyuan Foods Co.Ltd(002714)
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Conversion price: RMB 47.91/share
Time of share conversion: February 21, 2022 to August 15, 2027 (postponed in case of holidays)
1、 Issuance and listing of convertible corporate bonds
(I) issuance of convertible corporate bonds
With the approval of the reply on approving Muyuan Foods Co.Ltd(002714) public issuance of convertible corporate bonds (zjxk [2021] No. 442) by the China Securities Regulatory Commission, Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) is approved to publicly issue convertible corporate bonds with a total face value of 9550 million yuan (hereinafter referred to as “convertible bonds”) for a period of 6 years. The total amount of funds raised from this public offering of convertible bonds is RMB 9550 million, after deducting underwriting and recommendation fees of RMB 17.64 million (including value-added tax), the actual amount transferred into the special account for raised funds is RMB 9532.36 million, and after deducting lawyer fees, accountant fees, credit rating fees, information disclosure and issuance handling fees, the total amount is RMB 3675000, The net amount of funds actually raised was 9528.685 million yuan. The paid in funds raised from this public offering of convertible bonds have been verified by zhongxinghua Certified Public Accountants (special general partnership) and issued the capital verification report (zthyz (2021) No. 140001).
(II) listing of convertible corporate bonds
The bonds have been listed and traded on the Shenzhen Stock Exchange since September 10, 2021. The bonds are referred to as “muyuan convertible bonds” for short, and the bond code is “127045”.
(III) convertible bonds
In accordance with relevant regulations and the provisions of the prospectus for the public offering of convertible corporate bonds, The conversion period of convertible bonds issued by the company starts from the first trading day (February 21, 2022) six months after the end of the issuance of convertible bonds (August 20, 2021, t + 4) to the maturity date of convertible bonds (August 15, 2027, postponed in case of holidays).
2、 Relevant terms of convertible corporate bonds conversion
(I) number of copies issued: 95.5 million
(II) total funds raised: 9550 million yuan
(III) face value of convertible bonds: RMB 100 / piece
(IV) bond interest rate: 0.20% in the first year, 0.40% in the second year, 0.80% in the third year, 1.20% in the fourth year, 1.50% in the fifth year and 2.00% in the sixth year.
(V) bond term: the term of the convertible bonds issued this time is 6 years from the date of issuance, i.e. from August 16, 2021 to August 15, 2027.
(VI) conversion period: the conversion period of convertible bonds issued this time starts from the first trading day (February 21, 2022) six months after the end of the issuance of convertible bonds (August 20, 2021, t + 4) to the maturity date of convertible bonds (August 15, 2027, postponed in case of holidays).
(VII) conversion price: 47.91 yuan / share
3、 Matters related to the declaration of conversion of convertible corporate bonds into shares
(I) reporting procedures for share conversion
1. The declaration of share conversion shall be made by means of offer 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 “muyuan convertible bonds” in his account into company shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
3. The minimum reporting unit for convertible bonds to shares is 1 piece, each with a face value of 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 applied for conversion by the holders of convertible bonds must be integral shares. For the part of convertible bonds that is not enough to convert 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 value of this part of convertible bonds and the corresponding accrued interest for the current period within 5 trading days after the date of share conversion, accurate to 0.01 yuan according to the principle of rounding.
4. If the amount of convertible corporate bonds applied for by the holders of convertible corporate bonds is greater than the amount of convertible corporate bonds actually owned by them, the shares shall be converted according to the amount actually owned by them, and the remaining part of the application shall be cancelled.
(II) reporting time of share conversion
The holder may apply for the conversion of shares during the conversion period (i.e. from February 21, 2022 to August 15, 2027) during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following times:
1. The period during which the conversion of shares is stopped in accordance with the relevant provisions of the prospectus;
2. According to relevant regulations, the period during which the company applies to stop the conversion of shares.
(III) 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 corporate bonds of convertible corporate bondholders, increase the corresponding number of shares of convertible corporate bondholders, and complete the change registration.
(IV) listing date and rights and interests of new shares converted from convertible bonds to shares
Convertible corporate bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible corporate bonds can be listed and circulated on the next trading day after the declaration of share conversion. The new shares converted from convertible corporate bonds enjoy the same rights and interests as the original shares.
(V) relevant taxes in the process of share conversion
In case of relevant taxes during the conversion of convertible corporate bonds into shares, the taxpayers shall bear them by themselves.
(VI) ownership of interest in the conversion year
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 issuance of convertible corporate bonds.
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.
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 have been converted or applied for conversion into the company’s shares before the interest payment creditor’s rights registration date (including the interest payment creditor’s rights registration date), the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
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 corporate bond conversion price
(I) initial conversion price
The initial conversion price of convertible bonds issued this time is 47.91 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to 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 shares on the previous trading day.
The average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the last 20 trading days.
The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
(II) adjustment of share conversion price
As of the disclosure date of this announcement, the price of convertible bonds to shares of the company has not changed.
(III) adjustment and calculation method of share conversion price
After this issuance, if the company distributes stock dividends, converts to increased share capital, issues 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 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 conversion price before adjustment, n refers to the distribution of stock dividends or conversion to increased share capital, K refers to the ratio of additional issuance of new shares or allotment, a refers to the price of additional issuance of new shares or allotment, D refers to the distribution of cash dividends per share, and P1 refers to the conversion 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 information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (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.
(IV) downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the company’s shares are delivered at any time for 30 consecutive months
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 information disclosure media of listed companies designated by the CSRC, including the revision range and the period of suspension of conversion. From the date of correction of the conversion price, the application for conversion shall be resumed and the revised 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.
(V) method for determining the number of converted shares
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the number of shares converted = the total face value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds / the effective share conversion price on the day of applying for share conversion, and take the integer multiple of one share by the tailing method.
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.
5、 Redemption terms and resale terms of convertible corporate bonds
(I) redemption terms
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 107% 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, in case of any of the following two situations, 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 in the current period:
① 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 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 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, 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.
(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 shares on any 30 consecutive 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 they hold to the company at the price of the face value of the bonds plus the accrued interest of the current period (for the calculation method of the accrued interest of the current period, see (I) relevant provisions of the redemption terms
