Securities code: Zjamp Group Co.Ltd(002758) securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2022028
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Suggestive announcement on the possibility that Huatong convertible bonds may meet the redemption conditions
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:
During the period from February 18, 2022 to March 3, 2022, the closing price of Zjamp Group Co.Ltd(002758) (hereinafter referred to as "the company") for ten trading days shall not be lower than 130% (i.e. 13.04 yuan / share) of the current conversion price (i.e. 10.03 yuan / share) of "Huatong convertible bonds". If the closing price of the company's shares for five trading days in the next 20 trading days is not lower than 130% (including 130%) of the current conversion price, the conditional redemption terms of "Huatong convertible bonds" will be triggered, At that time, according to the relevant provisions of the conditional redemption terms in the prospectus for the public issuance of convertible corporate bonds by Zhejiang Huatong Pharmaceutical Co., Ltd. (hereinafter referred to as the "prospectus for convertible bonds"), the company has the right to decide to redeem all or part of the "Huatong convertible bonds" that have not been converted into shares according to the face value of the bonds plus the accrued interest in the current period. Please pay attention to the investment risk of "Huatong convertible bonds".
1、 Basic information of convertible bonds of the company
1. Issuance and listing of convertible bonds
With the approval of "zjxk [2018] No. 243" document of China Securities Regulatory Commission, the company publicly issued 2.24 million convertible bonds on June 14, 2018, with a face value of RMB 100 each and a total issuance amount of RMB 224 million. With the consent of "SZS [2018] No. 308" document of Shenzhen Stock Exchange, the company's 224 million yuan convertible bonds have been listed and traded in Shenzhen Stock Exchange since July 13, 2018. The bonds are referred to as "Huatong convertible bonds" for short and the bond code is "128040".
2. Term of convertible bonds to shares
In accordance with relevant laws and regulations and the relevant provisions of the prospectus for convertible bonds, the "Huatong convertible bonds" has a stock conversion period
From the first trading day six months after the end of the issuance of convertible corporate bonds (June 21, 2018) to the maturity date of convertible corporate bonds (i.e. December 21, 2018 to June 13, 2024).
3. Adjustment of convertible bond to share price
The initial conversion price of "Huatong convertible bonds" is 11.45 yuan / share. On June 11, 2019, the company implemented and completed the 2018 equity distribution plan. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the China Securities Regulatory Commission on the public issuance of convertible bonds, the conversion price of "Huatong convertible bonds" was adjusted from 11.45 yuan / share to 11.37 yuan / share. On May 26, 2020, the company implemented and completed the 2019 equity distribution plan. According to the above relevant provisions, the conversion price of "Huatong convertible bonds" was adjusted from 11.37 yuan / share to 11.29 yuan / share. On November 30, 2020, the company implemented a major asset restructuring and issued 277835875 ordinary shares in RMB to 20 participants including Zhejiang Nong Holding Group Co., Ltd. and Zhejiang Xinghe Group Co., Ltd. in the form of non-public issuance of shares. The conversion price of "Huatong convertible bonds" was adjusted from 11.29 yuan / share to 10.33 yuan / share. On June 7, 2021, the company implemented and completed the 2020 equity distribution plan. According to the above relevant provisions, the conversion price of "Huatong convertible bonds" was adjusted from 10.33 yuan / share to 10.15 yuan / share. On January 13, 2022, the company completed the share registration procedures of the restricted stock incentive plan in 2021 in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the grant registration is completed, the share capital of the company is increased by 12515000 shares. According to the above relevant provisions, the conversion price of "Huatong convertible bonds" is adjusted from 10.15 yuan / share to 10.03 yuan / share. The adjusted conversion price will take effect from January 17, 2022. As of the disclosure date of this announcement, the conversion price of "Huatong convertible bonds" is 10.03 yuan / share.
2、 Possible achievements of conditional redemption terms of convertible bonds
1. Conditional redemption clause
When the face value of the convertible bonds or the accrued interest of any part of the convertible bonds during the convertible period is determined according to the following terms and conditions:
① During the conversion period, if the closing price of the company's shares on at least 15 trading days in any 30 consecutive trading days is not lower than 130% (including 130%) of the current conversion price. 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.
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).
2. Possible achievements of conditional redemption terms
From February 18, 2022 to March 3, 2022, the closing price of the company's stock price for ten trading days is not lower than 130% (i.e. 13.04 yuan / share) of the current conversion price of "Huatong convertible bonds" (i.e. 10.03 yuan / share). If the closing price of the company's shares for five trading days in the next 20 trading days is not lower than 130% (including 130%) of the current conversion price, the conditional redemption terms of "Huatong convertible bonds" will be triggered. At that time, according to the relevant provisions of the conditional redemption terms in the prospectus for convertible bonds, the company has the right to decide the price of the face value of the bonds plus the accrued interest in the current period, Redeem all or part of the "Huatong convertible bonds" that have not been converted into shares.
3、 Risk tips
The company will, in accordance with the relevant provisions of the measures for the administration of convertible corporate bonds, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling: issuing convertible corporate bonds to unspecified objects and the statement on the raising of convertible bonds, After triggering the "conditional redemption clause", the board of directors will be convened to consider whether to redeem "Huatong convertible bonds" and fulfill the obligation of information disclosure in time. Please understand the relevant provisions of convertible bonds in detail, pay attention to the company's subsequent announcements and pay attention to investment risks. It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors March 4, 2022
