Securities code: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022031 bond Code: 123043 bond abbreviation: Zhengyuan convertible bond
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Announcement on the redemption results of “Zhengyuan convertible bonds”
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
1、 Basic information of “Zhengyuan convertible bonds”
With the approval of “zjxk [2019] No. 2985” document of China Securities Regulatory Commission, the company publicly issued 1.75 million convertible corporate bonds to the public on March 5, 2020, with a face value of RMB 100.00 each and a total issuance amount of RMB 175 million. With the consent of “SZS [2020] No. 205” document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the company’s 175 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since March 31, 2020. The bonds are referred to as “Zhengyuan convertible bonds” and the bond code is “123043”.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) gem prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the prospectus), The conversion period of “Zhengyuan convertible bonds” starts from the first trading day (September 11, 2020) six months after the end of the issuance of convertible corporate bonds (March 11, 2020) to the maturity date of convertible corporate bonds (March 4, 2026).
The initial conversion price of “Zhengyuan convertible bonds” is 15.47 yuan / share. As the company implements the 2019 annual equity distribution plan, the conversion price of “Zhengyuan convertible bonds” is adjusted from 15.47 yuan / share to 15.41 yuan / share, and the adjusted conversion price will take effect from June 30, 2020; As the company implemented the 2020 annual equity distribution plan, the conversion price of “Zhengyuan convertible bonds” was adjusted from 15.41 yuan / share to 15.38 yuan / share. The adjusted conversion price will take effect from June 9, 2021.
2、 Overview of this redemption
(I) “conditional redemption terms” agreed in the prospectus are as follows:
“During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not less 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 to be redeemed 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. “
(II) triggering redemption
From December 24, 2021 to January 14, 2022, the closing price of A-Shares of the company has been no less than 130% (19.99 yuan / share) of the current conversion price (15.38 yuan / share) of “Zhengyuan convertible bonds” for 15 consecutive trading days, which has triggered the conditional redemption terms agreed in the prospectus, That is, during the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not lower than 130% (including 130%) of the current conversion price. The company held the first meeting of the Fourth Board of directors on January 14, 2022, deliberated and adopted the proposal on early redemption of “Zhengyuan convertible bonds”. The board of directors of the company agrees to redeem all the “Zhengyuan convertible bonds” registered on the redemption registration date in advance at the price of the face value of the convertible bonds plus the accrued interest of the current period, and the redemption registration date is 2022
On February 17, 2022, the date of stopping trading and stock conversion is February 18, 2022. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）The first suggestive announcement on the implementation of the redemption of “Zhengyuan convertible bonds” (Announcement No.: 2022010) and the announcement on the suspension of trading and stock conversion of “Zhengyuan convertible bonds” (Announcement No.: 2022029).
(III) redemption procedure and schedule
1. “Zhengyuan convertible bonds” triggered the conditional redemption clause on January 14, 2022.
2. Within five trading days after meeting the redemption conditions for the first time (i.e. from January 17, 2022 to January 21, 2022), the company shall publish at least three redemption announcements on the information disclosure media designated by the CSRC to inform the holders of “Zhengyuan convertible bonds” of the redemption. From January 17, 2022 to February 17, 2022, the company has published 12 suggestive announcements on the implementation of the redemption of “Zhengyuan convertible bonds” on the information disclosure media designated by the CSRC to inform the holders of “Zhengyuan convertible bonds” of the relevant matters of this redemption.
3. February 18, 2022 is the redemption date of “Zhengyuan convertible bonds”. The company fully redeems the “Zhengyuan convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the redemption registration date (February 17, 2022). From February 18, 2022, “Zhengyuan convertible bonds” will stop trading and share conversion. After the completion of this early redemption, “Zhengyuan convertible bonds” will be delisted in Shenzhen Stock Exchange.
4. February 23, 2022 is the date when the issuer’s funds arrive, and February 25, 2022 is the date when the redemption money reaches the capital account of the “Zhengyuan convertible bond” holder. At that time, the redemption money of the “Zhengyuan convertible bond” will be directly transferred to the capital account of the “Zhengyuan convertible bond” holder through the Convertible Bond Custody broker.
3、 Redemption result
According to the data provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, after the closing of the market on February 17, 2022, there are 74430 “Zhengyuan convertible bonds” that have not been converted into shares. The number of redeemed bonds this time is 74430, and the redemption price is 100.67 yuan / sheet (including the accrued interest of the current period, the annual interest rate of the current period is 0.70%, and the interest of the current period includes tax), The redemption price after tax deduction shall be subject to the price approved by the clearing company. The redemption company paid a total of 749286810 yuan.
4、 Redemption impact
The total redemption amount of the company’s “Zhengyuan convertible bonds” was 749286810 yuan, accounting for 4.28% of the total issuance amount, which had no significant impact on the company’s financial status, operating results and cash flow, and did not affect the normal use of the funds raised by the bonds. As of the date when the conversion of “Zhengyuan convertible bonds” stopped, the cumulative conversion of “Zhengyuan convertible bonds” was 10892648 shares, and the total share capital of the company increased by 10892648 shares due to the conversion of “Zhengyuan convertible bonds”. Due to the increase of total share capital, the earnings per share of the company will be diluted in the short term.
“Zhengyuan convertible bonds” will enter the conversion period from September 11, 2020 to the redemption registration date (February 17, 2022). The changes of share capital during the period are as follows:
Before this change, after this change
Nature of shares (September 10, 2020) (+, -) (shares) (February 17, 2022) proportion of shares (%) proportion of shares of convertible bonds in the stock period (%) (shares) right to exercise
1、 Limited sale conditions 0.00 0.00 tradable shares
2、 No sale conditions 126705367100.0034234710892648137940362100.00 shares
3、 Total number of shares 126705367100.0034234710892648137940362100.00
5、 Delisting arrangement
This redemption is a full redemption. After the redemption, there will be no “Zhengyuan convertible bonds” to continue circulation or trading, and “Zhengyuan convertible bonds” will no longer meet the listing conditions and need to be delisted. From February 28, 2022, the “Zhengyuan convertible bonds” (bond Code: 123043) issued by the company will be delisted in Shenzhen Stock Exchange. For details, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on delisting of “Zhengyuan convertible bonds” (Announcement No.: 2022032).
6、 Consultation mode
Consulting department: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Board Office
Tel: 057188994988
7、 Documents for future reference
(I) resolution of the first meeting of the Fourth Board of directors of the company;
(II) resolution of the first meeting of the Fourth Board of supervisors of the company;
(III) independent opinions of the company’s independent directors on matters related to the first meeting of the Fourth Board of directors; (IV) legal opinion of Beijing Deheng (Hangzhou) law firm on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) early redemption of convertible corporate bonds;
(V) verification opinions of Citic Securities Company Limited(600030) on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) exercising the right of early redemption of “Zhengyuan convertible bonds”.
It is hereby announced.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) board of directors February 28, 2022
