Securities code: 300863 securities abbreviation: Ningbo Kbe Electrical Technology Co.Ltd(300863) Announcement No.: 2022-011
Bond Code: 123134 bond abbreviation: Kabei convertible bond
Ningbo Kbe Electrical Technology Co.Ltd(300863)
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.
Ningbo Kbe Electrical Technology Co.Ltd(300863) (hereinafter referred to as “the company”) deliberated and adopted the proposal on downward revision of convertible corporate bond conversion price proposed by the board of directors at the 24th Meeting of the second board of directors held on February 22, 2022. The above proposal needs to be submitted to the first interim general meeting of shareholders of the company in 2022 for deliberation. The relevant matters are hereby announced as follows:
According to the reply of China Securities Regulatory Commission on the approval of registration in the document of “Zhengjian license [2021] No. 3290”, the company issued 2.79 million convertible corporate bonds to unspecified objects on December 27, 2021, with a face value of 100 yuan each and a total issuance amount of 279 million yuan. With the consent of the Shenzhen Stock Exchange, the company’s 279 million yuan convertible corporate bonds will be listed and traded on the Shenzhen Stock Exchange from January 18, 2022. The bonds are referred to as “Kabei convertible bonds” for short and the bond code is “123134”. According to the issuance plan of convertible corporate bonds disclosed in the Ningbo Kbe Electrical Technology Co.Ltd(300863) prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”), the downward revision terms of the conversion price of convertible corporate bonds issued by the company are as follows:
“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 general meeting of shareholders 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 of 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 assets per share and par value of shares.
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. “
As of the disclosure date of this announcement, the closing price of the company’s shares has been lower than 85% (i.e. 78.63 yuan / share) of the current conversion price for at least 15 consecutive trading days, which has met the conditions for downward correction of the conversion price specified in the prospectus.
In order to optimize the company’s capital structure, safeguard the rights and interests of investors and support the company’s long-term development, the company held the 24th Meeting of the second board of directors on February 22, 2022, deliberated and adopted the proposal on downward revision of the conversion price of convertible corporate bonds proposed by the board of directors, and submitted it to the first extraordinary general meeting of shareholders in 2022 for deliberation and voting. The revised conversion price shall not be lower than the higher of 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, and shall not be lower than the latest audited net assets per share and the par value of the shares. Meanwhile, the general meeting of shareholders is requested to authorize the board of directors to determine the conversion price, effective date and other necessary matters after this amendment in accordance with the relevant provisions of the prospectus, and fully handle the relevant procedures. The validity of the authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the relevant work of the amendment. If 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 is higher than the conversion price of “carby convertible bonds” before the adjustment (i.e. 92.5 yuan / share), the conversion price of “carby convertible bonds” does not need to be adjusted.
It is hereby announced.
Ningbo Kbe Electrical Technology Co.Ltd(300863) board of directors February 22, 2022
