Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022011 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
Announcement on repurchase and cancellation of some restricted stocks without adjusting the price of Beigang convertible bonds and 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:
Due to the small proportion of some restricted shares in the total share capital of the company, the conversion price of “Beigang convertible bonds” remains unchanged after the completion of this repurchase and cancellation. At present, the conversion price of “Beigang convertible bonds” is 8.35 yuan / share.
1、 Relevant provisions on the price adjustment of Beigang convertible bonds into shares
Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as “the company”) publicly issued 30 million convertible corporate bonds (bond abbreviation: Beigang convertible bonds, bond code 127039) on June 29, 2021. According to the issuance terms of Beibu Gulf Port Co.Ltd(000582) public issuance of convertible corporate bonds and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, After the issuance of convertible bonds, when the company changes the company’s shares due to the distribution of stock dividends, conversion of share capital, issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds), allotment of shares and distribution of cash dividends, the conversion price will be adjusted according to the following formula (retain two decimal places and round the last one):
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n)
Additional shares or allotment: P1 = (P0 + A k) / (1 + k)
The above two items shall be carried out simultaneously: P1 = (P0 + A k) / (1 + N + k)
Cash dividend: P1 = P0 － D
The above three items shall be carried out simultaneously: P1 = (p0-d + A k) / (1 + N + k)
Where: P0 is the conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish an announcement 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 convertible bonds or the derivative rights and interests of convertible bonds, the company will, according to the specific circumstances, follow the principles of fairness, impartiality 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 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、 The impact of this repurchase cancellation on the conversion price of convertible corporate bonds
The company held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors on December 20, 2021, and deliberated and adopted the proposal on the proposed repurchase and cancellation of some granted but not unlocked restricted shares, It is agreed that the company will repurchase and cancel a total of 71200 restricted shares granted but not unlocked held by two incentive objects who no longer meet the unlocking conditions due to normal transfer, and the repurchase price is 43469136 yuan / share. The company recently completed the repurchase and cancellation procedures of the aforesaid restricted shares, and the total share capital of the company was reduced from 1633452638 shares to 163381438 shares.
According to the adjustment formula of conversion price, the calculation process of conversion price is as follows:
P0 = 8.35 yuan / share
A = 43469136 yuan / share
K = – 71200 shares / 1633452638 shares
P1 = (P0 + A k) / (1 + k) = 8.35 yuan / share (keep two decimal places and round the last one)
In conclusion, due to the small proportion of some restricted stocks in the total share capital of the company, the conversion price of “Beigang convertible bonds” remains unchanged after the completion of this repurchase and cancellation. It is hereby announced
Beibu Gulf Port Co.Ltd(000582) board of directors
February 26, 2022
