Securities code: 002918 securities abbreviation: Monalisa Group Co.Ltd(002918) Announcement No.: 2022-011 bond Code: 127044 bond abbreviation: Mona convertible bond
Suggestive announcement on Mona’s conversion of 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.
Special tips:
1. Stock Code: 002918, stock abbreviation: Monalisa Group Co.Ltd(002918) ;
2. Bond Code: 127044, bond abbreviation: Mona convertible bond;
3. Conversion price: RMB 26.92/share;
4. Conversion time: February 21, 2022 to August 15, 2027.
1、 Issuance and listing of convertible bonds
(I) issuance of convertible bonds
With the approval of the document “Zheng Jian Ke Ke [2021] No. 2510” of China Securities Regulatory Commission, Monalisa Group Co.Ltd(002918) (hereinafter referred to as “the company” or “the company”) publicly issued 11.6893 million convertible corporate bonds on August 16, 2021, with a face value of 100 yuan each and a total issuance amount of 116.893 million yuan. The convertible corporate bonds issued this time will be preferentially placed to the original A-share shareholders registered after the closing of the stock market on the equity registration date. The balance after the priority placement of the original A-share shareholders (including the part that the original A-share shareholders give up the priority placement) will be issued to the public investors through the online trading system of Shenzhen Stock Exchange. The part of the subscription amount less than 116893 million yuan shall be underwritten by the sponsor (lead underwriter) and the distributor.
(II) listing of convertible bonds
With the consent of “SZS [2021] No. 893” document of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the company’s 1168930000 yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since September 16, 2021. The bonds are referred to as “Mona convertible bonds” and the bond code is “127044”.
(III) convertible bonds to shares
According to the relevant provisions of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the “Mona convertible bonds” issued by the company this time can be converted into shares of the company from February 21, 2022.
2、 Relevant terms of convertible bonds to shares
(I) number of copies issued: 11.6893 million
(II) total funds raised: RMB 1168930000
(III) face value of convertible corporate bonds: RMB 100 / piece
(IV) coupon rate: the coupon rate of convertible corporate bonds issued this time is 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.
(V) bond term: the term of convertible corporate 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, i.e. the date when the raised funds are transferred to the issuer’s account) to the maturity date of convertible bonds (August 15, 2027). (since February 20, 2022 is a legal holiday, it will be postponed to February 21, 2022).
(VII) conversion price: RMB 26.92/share
3、 Matters related to the declaration of convertible bonds to 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 “Mona 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 amount of convertible bonds is 100 yuan per 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 convertible bonds that are not enough to convert one share at the time of share conversion, the company will pay the face value of the convertible bonds and the corresponding accrued interest of the current period in cash within five trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
4. This trading declaration of convertible corporate bonds has priority over the declaration of share conversion. If the amount of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds is greater than the amount of convertible corporate bonds they actually own, the shares shall be converted according to the amount they actually own, 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 corporate bonds
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 interest of convertible corporate bonds is paid once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds (i.e. August 16, 2021). 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 bonds), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
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 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.
The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
4、 Adjustment of conversion price of convertible corporate bonds
(I) initial conversion price
The initial conversion price of convertible bonds issued this time is 27.20 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 closing 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.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / 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
1. 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.
2. 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 from December 28, 2021 to December 27, 2022. As of February 15, 2022, each incentive object has exercised 3434133 shares through independent exercise, the company’s share capital has increased 3434133 shares, and the exercise price is 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. According to the relevant provisions on the price adjustment of convertible bonds into shares, the conversion price of Mona’s convertible bonds is adjusted from the original 27.07 yuan / share to 26.92 yuan / share. The adjusted conversion price will take effect from February 16, 2022. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on February 16, 2022 Announcement on price adjustment of convertible corporate bonds.
(III) adjustment and calculation method of share conversion price
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, etc. (excluding the increased share capital due to the conversion of convertible bonds into 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.
(IV) downward correction clause of share conversion price
(1) Correction authority and correction range
During the duration of the convertible bond, when the closing price of the company’s shares is not higher than 85% of the current conversion price for 15 trading days in any continuous 30 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 of the company for voting. 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.
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, the shareholders holding the convertible bonds shall withdraw. The revised conversion price shall not be lower than the higher of the average trading price of the Japanese 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 assets per share and par value of the shares.
(2) Correction procedure
If the company decides to revise the conversion price downward, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure newspapers and Internet websites designated by the CSRC, announcing the revision range, equity registration date 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.
(V) the method for determining the number of converted shares shall be
