Securities code: 300813 securities abbreviation: Zhejiangtailin Bioengineering Co.Ltd(300813) Announcement No.: 2021-095
Zhejiangtailin Bioengineering Co.Ltd(300813)
Suggestive announcement of the prospectus for the issuance of convertible corporate bonds to unspecified objects sponsor (lead underwriter): China Greatwall Securities Co.Ltd(002939)
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.
Zhejiangtailin Bioengineering Co.Ltd(300813) (hereinafter referred to as ” Zhejiangtailin Bioengineering Co.Ltd(300813) “, “issuer” or “company”) issued convertible corporate bonds (hereinafter referred to as “Tailin convertible bonds”, “convertible bonds” or “this issuance”) to unspecified objects, which has been approved to be registered by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in zjxk [2021] No. 2258.
The convertible corporate bonds issued to unspecified objects will be preferentially placed to the original shareholders of the issuer registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Securities Depository and clearing Shenzhen Branch” or “registration company”) after the closing of the stock market on the equity registration date (December 27, 2021, t-1), and the balance after the priority placement of the original shareholders (including the part where the original shareholders give up the priority placement) is issued to public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
The full text of the prospectus for the issuance of convertible bonds and relevant materials can be queried on cninfo.com.cn.
1、 Basic information of this offering
1. Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on Shenzhen Stock Exchange.
2. Issuance scale
The total amount of funds raised by the proposed issuance of convertible corporate bonds is RMB 21 million, and the number of issued bonds is 2100000.
3. Face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
4. Duration of convertible corporate bonds
The duration of the convertible corporate bonds issued this time is 6 years from the date of issuance, i.e. from December 28, 2021 to December 27, 2027.
5. Bond interest rate
The coupon rate of convertible bonds issued this time is 0.5% in the first year, 0.8% in the second year, 1.2% in the third year, 1.8% in the fourth year, 2.2% in the fifth year and 2.8% in the sixth year.
Before the issuance of convertible bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors to adjust the coupon rate accordingly.
6. 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 last year’s interest of all the convertible bonds that have not been converted into shares at maturity.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds held. The calculation formula of annual interest is:
I=B × i
1: Means the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the registration date of interest paying creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of convertible corporate bonds in the current year.
(2) Interest payment method
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year. The starting date of interest calculation is the first day of the issuance of convertible corporate bonds. The tax payable on the interest income obtained by the convertible corporate bondholders shall be borne by the convertible corporate bondholders.
Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. Every two adjacent interest payment days is an interest year.
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. Convertible corporate bonds that have been converted or applied for conversion into company shares before the interest payment creditor’s rights registration date (including the interest payment creditor’s rights registration date) shall not enjoy the interest of the current year and subsequent interest bearing years.
7. Conversion period
The conversion period of convertible corporate bonds issued this time starts from the first trading day (July 4, 2022) after the expiration of six months from the date of issuance of convertible corporate bonds (January 4, 2022, t + 4) to the maturity date of convertible corporate bonds (December 27, 2027, postponed in case of holidays).
8. Determination and adjustment of conversion price
(1) Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 87.38 yuan / share, Not lower than the average trading price of the company’s shares 20 trading days before the announcement date of the prospectus (in case of stock price adjustment due to ex right and ex dividend within the twenty trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of A-Shares of the company on the previous trading day, as well as the latest audited net asset value per share and stock par value.
The average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
(2) Adjustment method and calculation formula of conversion price
After this issuance, when the company sends 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 company will adjust the conversion price in turn according to the order of occurrence of the above conditions (retain two decimal places and round the last one). The specific adjustment methods are as follows:
Bonus shares 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 distribution: P1 = p0-d
The above three items shall be carried out simultaneously: P1 = (p0-d + A × k）/（1+n+k）
Where: P1 is the effective conversion price after adjustment, P0 is the conversion price before adjustment, n is the share distribution rate or conversion rate, K is the rate of additional shares or allotment rate, a is the new share price or allotment price, and D is the cash dividend per share.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price 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 conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, company merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s equity of the company’s shares, which 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, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principles of fairness and full protection of the rights and interests of bondholders. 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. 9. Downward correction clause of conversion price
(1) Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction scheme for the conversion price and submit it to the shareholders’ meeting of the company for voting, The plan can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible corporate bonds issued by the company shall withdraw; The revised conversion price shall not be lower than the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average trading price of the company’s shares on the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and the par value of the shares.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
(2) Correction procedure
When the company revises the conversion price downward, the company shall announce the correction range, equity registration date, suspension period and other information on the information disclosure media of listed companies designated by the CSRC. From the first trading day after the equity registration date (i.e. the conversion price correction date), resume the conversion application and execute the revised conversion price. If the conversion price correction date is on or after the conversion application date and before the conversion share registration date, such conversion shall be executed
10. How to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: V is the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P is the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible corporate bonds shall be an integral multiple of one share. If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will cash the face balance of this part of convertible corporate bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion of convertible corporate bondholders in accordance with relevant regulations.
11. Redemption clause
(1) Maturity redemption clause
Within five trading days after the maturity of the convertible corporate bonds issued this time, the company will redeem the convertible bonds not converted into shares at the price of 115% of the face value of the 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:
(A) During the conversion period, 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;
(B) 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: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
12. Resale clause
(1) Conditional resale clause
Since the last two interest bearing years of the convertible corporate bonds, if the closing price of the company’s shares on any thirty consecutive trading days is lower than 70% of the current conversion price, the convertible corporate bondholders have the right to resell all or part of the convertible corporate bonds held by them to the company at the face value of the bonds plus the current accrued interest.
If the conversion price has occurred within the above trading days, 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, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, and according to the conversion price and closing price after the adjustment on the trading day after the adjustment. In case of downward correction of the conversion price, it shall be calculated as above The above 30 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 corporate bonds may exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, the repurchase right shall not be exercised in the interest bearing year, 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 corporate bonds issued this time compared with the commitments of the company in the prospectus, and it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, the holders of convertible corporate bonds shall have the right to sell back at one time. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the price of the face value of the bonds plus the accrued interest in the current period. 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 during the additional resale reporting period, the additional resale right shall not be exercised again.
The above 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 resold 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: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the resale date of this interest bearing year (the beginning does not count the end).
13. Ownership of relevant dividends in the year of share conversion
The company’s shares increased due to the conversion of convertible corporate bonds issued this time enjoy the same rights and interests as the original shares. All ordinary shareholders registered on the equity registration date of dividend distribution (including shareholders formed due to the conversion of convertible corporate bonds) participate in the current dividend distribution and enjoy the same rights and interests.
14. Issuance method and issuance
