Securities code: 002100 securities abbreviation: Tecon Biology Co.Ltd(002100)
Announcement No.: 2021-090 bond Code: 128030 bond abbreviation: Tiankang convertible bond
Announcement on the price adjustment of “Tiankang convertible bonds”
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:
Before adjustment, the conversion price of “Tiankang convertible bonds” was 7.39 yuan / share
After adjustment, the conversion price of “Tiankang convertible bonds” is 7.40 yuan / share
Effective date of share conversion price adjustment: December 24, 2021
1、 Basic information on issuance and listing of convertible bonds
With the approval of the “zjxk [2017] No. 2201” document of the China Securities Regulatory Commission, the company publicly issued 10 million convertible corporate bonds on December 22, 2017, with a face value of 100 yuan each and a total issuance amount of 1 billion yuan.
With the consent of “SZS [2018] No. 48” document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the company’s RMB 1 billion convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since January 29, 2018. The bonds are referred to as “Tiankang convertible bonds” and the bond code is “128030”.
According to relevant regulations and the prospectus for public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the convertible bonds issued by the company can be converted into shares of the company from June 28, 2018. The initial conversion price of Tiankang convertible bonds is 8.25 yuan / share.
The company implemented the 2017 equity distribution plan on July 4, 2018. According to the provisions of the prospectus, the conversion price of Tiankang convertible bonds was adjusted from the original 8.25 yuan / share to 8.15 yuan / share from July 4, 2018.
The company implemented the 2018 equity distribution plan on June 10, 2019 according to the prospectus
The conversion price of Tiankang convertible bonds will be adjusted from the original 8.15 yuan / share to 8.05 yuan / share from June 10, 2019.
The company implemented the 2019 equity distribution plan on June 15, 2020. According to the provisions of the prospectus, the conversion price of Tiankang convertible bonds was adjusted from the original 8.05 yuan / share to 7.85 yuan / share from June 15, 2020.
The company implemented the 2020 equity distribution plan on June 9, 2021. According to the provisions of the prospectus, the conversion price of Tiankang convertible bonds was adjusted from the original 7.85 yuan / share to 7.39 yuan / share from June 9, 2021.
2、 Relevant basis for price adjustment of convertible bonds to shares
According to the prospectus and the relevant provisions of the China Securities Regulatory Commission on the issuance of convertible corporate bonds, after this issuance, if the company distributes bonus shares, converts to share capital In case of 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, the conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
Bonus shares distributed or converted into 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: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; N is the ratio of bonus shares or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn, And publish the announcement on the adjustment of the conversion price on the information disclosure media of listed companies designated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and specify the date of the adjustment of the conversion price, the adjustment measures and the period of suspension of the conversion in the announcement (if necessary). When the adjustment date of the share conversion price is on or after the application date for share conversion of the holders of convertible corporate bonds issued this time and before the registration date of conversion shares, the share conversion application of the holders shall be executed according to the adjusted share 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 When the change may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will adjust according to the principles of fairness, impartiality and fairness and fully protect the rights and interests of the holders of convertible corporate bonds issued this time according to the specific circumstances
Tecon Biology Co.Ltd(002100)
The whole Tecon Biology Co.Ltd(002100) conversion price. 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 authorities at that time.
3、 Matters related to the price adjustment of convertible bonds to shares
According to the reply on approving Tecon Biology Co.Ltd(002100) non-public development of shares issued by China Securities Regulatory Commission (CSRC license [2021] No. 1771), the company issued 277449664 RMB ordinary shares to 12 specific investors in a non-public manner, and the relevant shares have completed the registration formalities in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. the new shares will be listed on Shenzhen Stock Exchange on December 24, 2021, with an issue price of 7.45 yuan / share. Based on the total share capital of 1076336641 shares as of December 6, 2021, the total share capital of the company has increased to 1353786305 shares after this issuance. According to the relevant provisions of convertible corporate bonds, the conversion price of “Tiankang convertible bonds” will be adjusted from the original 7.39 yuan / share to 7.40 yuan / share. The adjusted conversion price shall take effect from December 24, 2021.
It is hereby announced.
Tecon Biology Co.Ltd(002100) board of directors December 23, 2021
