Securities code: 603989 securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022-009 convertible bond Code: 113504 convertible bond abbreviation: Aihua convertible bond
Hunan Aihua Group Co.Ltd(603989)
Announcement on interest payment of convertible corporate bonds
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Registration date of interest payment creditor’s rights of convertible bonds: March 1, 2022
Ex dividend date of convertible bonds: March 2, 2022
Issuing date of convertible bond interest conversion: March 2, 2022
The convertible corporate bonds issued by Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as “the company” or “the company”) on March 2, 2018 (hereinafter referred to as “Aihua convertible bonds”) will pay interest from March 2, 2021 to March 1, 2022 from March 2, 2022. In accordance with the relevant provisions of the prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the “prospectus”), the relevant matters are hereby announced as follows:
1、 Basic information of current bonds
(I) bond Name: Hunan Aihua Group Co.Ltd(603989) convertible corporate bonds
(II) bond abbreviation: Aihua convertible bond
(III) bond Code: 113504
(IV) securities type: convertible corporate bonds convertible into A-Shares of the company
(V) issuance scale: the total amount of convertible corporate bonds issued is RMB 691 million
(VI) number of bonds issued: 6.91 million convertible corporate bonds
(VII) face value and issue price: the face value of each issued convertible bond is RMB 100, which is issued at face value.
(VIII) basic information of convertible bonds:
1. Bond term: the term of convertible bonds issued is six years from the date of issuance, i.e. March 2, 2018 to March 1, 2024.
1.80% in the fifth year and 2.00% in the sixth year.
3. Term and method of repayment of principal and interest: the convertible bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible bonds held.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible bonds held by the holders of convertible bonds in the interest bearing year (hereinafter referred to as “current year” or “each year”) on the registration date of interest payment creditor’s rights;
i: It refers to the coupon rate of the convertible bond in the current year.
(2) Interest payment method
① The convertible 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 convertible bonds issuance.
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 the convertible 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 bonds applied 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 convertible bond holder shall be borne by the convertible bond holder.
4. Redemption terms
(1) Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible bonds that have not been converted into shares at the price of 106% of the face value of the convertible bonds (including the last interest).
(2) Conditional redemption clause
During the conversion period, 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:
The closing price of shall not be 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, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
5. Resale terms
(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 convertible bond holder has the right to resell all or part of the convertible corporate bonds held by him to the company at the price of face value plus the current accrued interest. If the conversion price has been adjusted due to bonus shares, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years, the holders of convertible bonds may exercise the resale right once according to the above agreed conditions after the resale conditions are met for the first time. If the holders of convertible bonds fail to declare and implement the resale within the resale reporting period announced by the company at that time, the resale right cannot be exercised in the interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
(2) Additional resale clause
If there is a significant change in the implementation of the investment project of the raised funds of the company’s convertible bonds issued this time compared with the commitment of the company in the prospectus, and the change is recognized by the CSRC as changing the purpose of the raised funds, the holders of convertible bonds shall enjoy the right of one-time resale. The holders of convertible bonds have the right to resell all or part of the convertible corporate bonds they hold to the company at the face value of the bonds plus the current accrued interest. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not implemented within the reporting period of this additional resale, the additional resale right shall not be exercised.
The calculation formula of the above 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).
6. Initial conversion price: 36.59 yuan / share
7. Latest conversion price: 20.81 yuan / share
① The company implemented the 2017 profit distribution plan on June 28, 2018, and the conversion price of Aihua convertible bonds was adjusted from 36.59 yuan / share to 27.53 yuan / share.
② According to the relevant provisions of the company’s prospectus for public issuance of convertible corporate bonds, on August 13, 2018, the company revised the conversion price of “Aihua convertible bonds” downward, and the conversion price of Aihua convertible bonds was adjusted from 27.53 yuan / share to 21.73 yuan / share.)
③ The company implemented the 2018 profit distribution plan on June 20, 2019, and the conversion price of Aihua convertible bonds was adjusted from 21.73 yuan / share to 21.43 yuan / share.
④ The company implemented the 2019 profit distribution plan on June 19, 2020, and the conversion price of Aihua convertible bonds was adjusted from 21.43 yuan / share to 21.13 yuan / share.
⑤ The company implemented the profit distribution plan for 2020 on June 24, 2021, and the conversion price of Aihua convertible bonds was adjusted from 21.13 yuan / share to 20.81 yuan / share.
8. Start and end date of share conversion period: September 10, 2018 to March 1, 2024
9. Rating: the main credit rating result of the company is “AA”, the rating result of Aihua convertible bond is “AA”, and the rating prospect is “stable”.
10. Credit rating agency: zhongchengxin international credit rating Co., Ltd
11. Guarantee matters: the company’s unaudited net assets attributable to the shareholders of the parent company in the latest issue of convertible bonds are higher than RMB 1.5 billion, and the convertible corporate bonds issued this time do not provide guarantee.
(IX) registration, custody, entrusted bond dividend distribution and cashing institutions: China Securities Depository and Clearing Co., Ltd. Shanghai Branch
2、 This interest payment scheme
According to the provisions of the company’s prospectus, this interest payment is the fourth year of the company’s convertible bonds, and the interest period is from March 2, 2021 to March 1, 2022. The coupon rate of the current bond is 1.50% (tax included), that is, the interest exchange amount of each convertible bond with a face value of 100 yuan is 1.50 yuan (tax included).
3、 Interest payment creditor’s right registration date and interest payment date
(I) registration date of interest payment creditor’s rights of convertible bonds: March 1, 2022
(II) ex dividend date of convertible bonds: March 2, 2022
(III) issuing date of convertible bond interest conversion: March 2, 2022
4、 Interest payment object
The object of this interest payment is all holders of “Aihua convertible bonds” registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the closing of Shanghai Stock Exchange on March 1, 2022.
5、 Interest payment method
(I) the company signed an agreement with China Securities Depository and Clearing Co., Ltd. Shanghai Branch on entrusted agency bond cashing and interest conversion, and entrusted China Securities Depository and Clearing Co., Ltd. Shanghai branch to carry out bond cashing and interest conversion. If the company fails to transfer the bond cashing and interest conversion funds to the bank account designated by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on time and in full, China Securities Depository and Clearing Co., Ltd. Shanghai Branch will terminate the entrusted agency bond cashing and interest conversion services according to the agreement, and the subsequent cashing and interest conversion shall be handled by the company itself, Relevant implementation matters shall be subject to the announcement of the company. The company will transfer the full interest of the bonds to the bank account designated by China Securities Depository and Clearing Co., Ltd. Shanghai Branch 2 trading days before the interest exchange date of the current period.
(II) after receiving the payment, China Securities Depository and Clearing Co., Ltd. Shanghai Branch will transfer the bond interest to the corresponding cashing institution (securities company or other institution recognized by China Securities Depository and Clearing Co., Ltd. Shanghai Branch) through the capital settlement system, and the investor will receive the bond interest from the cashing institution.
6、 Notes on the payment of corporate bond interest income tax by the interest payment object this time
(I) according to the individual income tax law of the people’s Republic of China and other relevant tax regulations and documents, individual investors in corporate convertible bonds (including securities investment funds) shall pay income tax on individual interest income of bonds at the tax rate of 20% of the interest amount, that is, the exchange amount of convertible bonds with a face value of 100 yuan is 1.50 yuan (before tax), The actual interest paid is 1.20 yuan (after tax). The individual income tax on convertible bond interest will be uniformly withheld and paid by each cashing institution and directly to the tax department where each cashing institution is located. If each interest payment outlet fails to perform the obligation of withholding and paying the individual income tax of the above bond interest, the resulting legal liability shall be borne by each interest payment outlet.
(II) according to the enterprise income tax law of the people’s Republic of China and other relevant tax regulations and documents, for resident enterprises holding convertible bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution amount of each convertible bond with a face value of 100 yuan is 1.50 yuan (including tax).
(III) for non resident enterprises such as qualified foreign institutional investors holding current bonds (the meaning is the same as the enterprise income tax law of the people’s Republic of China), According to the notice of the Ministry of Finance and the State Administration of Taxation on the income tax and value-added tax policies of enterprises invested by overseas institutions in the domestic bond market (CS [2018] No. 108) and the notice of the Ministry of Finance and the State Administration of Taxation on the continuation of the income tax and value-added tax policies of enterprises invested by overseas institutions in the domestic bond market (notice of the Ministry of Finance and the State Administration of Taxation No. 34, 2021), etc, From November 7, 2018 to December 31, 2025, the bond interest income obtained by overseas institutions investing in the domestic bond market will be temporarily exempted from corporate income tax and value-added tax. Therefore, the current bond interest obtained by the bondholders of non resident enterprises (including QFII and rqfii) is exempted from corporate income tax, that is, the actual distribution amount of each convertible bond with a face value of 100 yuan is 1.50 yuan (including tax). The scope of the above temporary exemption from enterprise income tax does not include the bond interest actually connected with the institutions and sites established by overseas institutions in China. 7、 Relevant institutions and contact methods
(I) issuer: Hunan Aihua Group Co.Ltd(603989)
Office address: taohualun East Road (south of Zizhu Road), Yiyang City, Hunan Province
Contact: Yang Xiang
Tel: 0737-6183891
Fax: 0737-4688205
(II) sponsor (lead underwriter): Ping An Securities Co., Ltd
Office address: floor 22-25, block B, Ping An financial center, No. 5023, Yitian Road, Futian street, Futian District, Shenzhen contact: Ouyang Gang, Wang Yao
Tel: 0755-22622233
Fax: 0755-82434
