Securities code: 002918 securities abbreviation: Monalisa Group Co.Ltd(002918) Announcement No.: 2022-010 bond Code: 127044 bond abbreviation: Mona convertible bond
Announcement on the price adjustment of convertible corporate bonds
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. Bond Code: 127044; Bond abbreviation: Mona convertible bond;
2. Conversion price before adjustment: 27.07 yuan / share;
3. Adjusted conversion price: RMB 26.92/share;
4. Effective date of share conversion price adjustment: February 16, 2022.
1、 Relevant provisions on the price adjustment of convertible corporate bonds
Monalisa Group Co.Ltd(002918) (hereinafter referred to as “the company” or “the company”) publicly issued 11.6893 million convertible corporate bonds (bonds referred to as Mona convertible bonds, bond Code: 127044) on August 16, 2021 and listed on September 16, 2021. According to the Monalisa Group Co.Ltd(002918) prospectus for public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), after this issuance, when the company’s shares change due to bonus shares, conversion to share capital, additional issuance of new shares or allotment of shares, dividend distribution and other circumstances (excluding the share capital increased due to conversion of convertible bonds to shares), The conversion price will be adjusted according to the following formula:
Share offering or conversion to share capital: P1 = P / (1 + n);
Additional shares or allotment: P1 = (P + a) × k)/(1+k)；
Two items are carried out simultaneously: P1 = (P + a) × k)/(1+n+k)；
Dividend distribution: P1 = P － D;
The above three items shall be carried out simultaneously: P1 = (P-D + a) × k)/(1+n+k)。
Where: P is the conversion price before adjustment, n is the share delivery rate, K is the rate of additional shares or allotments, a is the price of additional shares or allotments, D is the dividend per share, and P1 is the adjusted conversion price.
In case of the above-mentioned changes in shares and / or shareholders’ equity, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors 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 of the convertible bond holder and before the registration date of the conversion of shares, the holder’s application 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 shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of the convertible bonds or the derivative rights and interests of the convertible bonds, the company will, according to the specific circumstances, act in a fair and just manner The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of the convertible bonds. 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 department at that time.
2、 Previous adjustment of share conversion price
Due to the implementation of the restricted stock incentive plan in 2021, the company granted 4.42 million restricted shares to 49 incentive objects for the first time at the grant price of 15.38 yuan / share on the grant date on July 16, 2021, accounting for 1.08% of the total share capital of the company before the grant. The source of shares is the company’s A-share common shares issued by the company to the incentive objects. According to the relevant provisions on the price adjustment of convertible bonds into shares, combined with the completion of the registration of the first grant of restricted shares of the company, the conversion price of Mona’s convertible bonds is adjusted from the original 27.20 yuan / share to 27.07 yuan / share. The adjusted conversion price will take effect from September 24, 2021. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on September 23, 2021 Announcement on price adjustment of convertible corporate bonds.
3、 Price adjustment of convertible corporate bonds
1. Price adjustment basis
The exercise period of the second exercise period of the company’s 2018 stock option incentive plan is from December 28, 2020 to December 27, 2021. From September 24, 2021 to December 27, 2021, the effective date of the previous conversion price adjustment, each incentive object exercised 188350 shares through independent exercise, and the company’s share capital increased by 188350 shares, with the exercise price of 9.63 yuan / share. The exercise period of the third exercise period of the company’s 2018 stock option incentive plan is December 2021
From February 28 to December 27, 2022, as of February 15, 2022, each incentive object exercised 34133 shares through independent exercise, and the share capital of the company increased by 3434133 shares, with the exercise price of 9.63 yuan / share.
To sum up, the total share capital of the company increased by 3622483 shares due to the independent exercise of incentive objects.
2. Adjustment result of conversion price
According to the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of “Mona convertible bonds” is adjusted as follows:
P1=(P+A × k)/(1+k)=（27.07+9.63 × 0.87%) / (1 + 0.87%) ≈ 26.92 yuan / share
Where, P = 27.07, a = 9.63,
K = new shares / total share capital of the company before exercise = 3622483 / 414311940 [note] ≈ 0.87%
Note: the total share capital of the company before exercise is the total share capital of the company on September 23, 2021.
To sum up, the adjusted conversion price of “Mona convertible bonds” is 26.92 yuan / share, and the adjusted conversion price will take effect from February 16, 2022. The start and end date of the conversion period of “Mona convertible bonds” is from February 21, 2022 to August 15, 2027. At present, “Mona convertible bonds” has not entered the stock conversion period. Please pay attention to the investment risks.
It is hereby announced.
Monalisa Group Co.Ltd(002918) board of directors February 16, 2022
