Securities code: 300253 securities abbreviation: Winning Health Technology Group Co.Ltd(300253) Announcement No.: 2021-142 bond Code: 123104 bond abbreviation: Weining convertible bond
Winning Health Technology Group Co.Ltd(300253)
The first suggestive announcement on the resale of Weining 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.
hot tip
1. Resale price: 100.242 yuan / piece (including interest and tax)
2. Resale declaration period: January 5, 2022 to January 11, 2022
3. Arrival date of investors’ resale funds: January 18, 2022
Winning Health Technology Group Co.Ltd(300253) (hereinafter referred to as “the company”) held the 14th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on December 6, 2021, the fourth extraordinary general meeting of shareholders in 2021 and the first bondholders’ meeting in 2021 on December 22, 2021, respectively, and deliberated and adopted the proposal on changing the use of some raised funds. According to the company’s According to the provisions of the prospectus for the issuance of convertible corporate bonds to unspecified objects on the gem (hereinafter referred to as the prospectus), the additional resale terms of “Weining convertible bonds” have come into force. The matters related to the resale of “Weining convertible bonds” are hereby announced as follows:
1、 Overview of resale
1. Reasons for the effectiveness of the resale clause
The company held the 14th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on December 6, 2021, the 4th extraordinary general meeting of shareholders in 2021 and the 1st bondholders’ meeting in 2021 on December 22, 2021, respectively, and deliberated and adopted the proposal on changing the purpose of some raised funds, It is agreed to use all the raised funds of RMB 191673000 and the interest of the special account (the specific amount shall be subject to the fund balance of the special account at the time of actual carry over) of the convertible corporate bond investment project “Internet medical and innovative operation service project – cloud Medical Project” for the “venex my project”. For details, please refer to the information disclosed by the company on cninfo.com on December 7, 2021 Announcement on changing the purpose of some raised funds (Announcement No.: 2021-133).
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, if the investment project of raised funds is changed with the approval of the general meeting of shareholders, the listed company shall give the bondholders of convertible companies the right of one-time resale within 20 trading days after the approval of the general meeting of shareholders.
Meanwhile, according to the provisions of the company’s prospectus, the additional resale clause of “Weining convertible bonds” takes effect.
2. Additional resale clause
According to the provisions of the company’s prospectus, the additional resale terms are as follows:
If the implementation of the investment project of the raised funds of the company’s convertible bonds issued this time changes significantly compared with the purpose of the raised funds announced by the company, 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 the convertible bonds shall have the right to sell back at one time. The holders of convertible bonds have the right to resell all or part of their convertible bonds to the company at the face value of the bonds plus the accrued interest for 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.
3. Resale price
According to the provisions of the company’s prospectus, 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 bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible 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).
Where, I = 0.30% (the coupon rate of “Weining convertible bonds” in the first year, i.e. from March 16, 2021 to March 15, 2022);
T = 295 days (from March 16, 2021 to January 5, 2022, the head does not count the tail); the calculation shows that ia = 100 × 0.30% × 295 / 365 = 0.242 yuan / piece (tax included).
The resale price of “Weining convertible bonds” obtained from the above is 100.242 yuan / piece (including interest and tax).
According to the relevant provisions of relevant tax laws and regulations, for individual investors holding “Weining convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and remitted by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company does not withhold and remit the income tax, and the actual profit from resale is 100.194 yuan / piece; For qualified foreign investors (QFII and rqiff) holding “Weining convertible bonds”, income tax is exempted, and the actual income from resale is 100.242 yuan / piece; for other bond holders holding “Weining convertible bonds”, the company does not withhold and pay income tax on the current convertible corporate bond interest, and the actual income from resale is 100.242 yuan / piece.
4. Resale right
The holder of “Weining convertible bonds” may resell part or all of the “Weining convertible bonds” that have not been converted into shares. The holders of “Weining convertible bonds” have the right to choose whether to resell, and this resale is not mandatory. 2、 Resale procedure and payment method
1. Publicity period of resale matters
According to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) And other relevant provisions, if the general meeting of shareholders approves the change of the investment project of the raised funds, the listed company shall give the bondholders of the convertible company the right to sell back at one time within 20 trading days after the adoption of the general meeting of shareholders. The resale announcement shall be issued at least three times, including at least once before the implementation of the resale and within five trading days after the announcement of the resolution of the general meeting of shareholders, at least once during the implementation of the resale, and the time of the remaining resale announcement shall be determined as needed. The company will disclose the information in the information disclosure media designated on the gem（ http://www.cn.info.com..cn. ）Investors are kindly requested to pay attention to the disclosure of the above announcement on resale.
2. Reporting period of resale
The bondholder exercising the repurchase right shall make the repurchase declaration through the trading system of Shenzhen stock exchange during the repurchase declaration period from January 5, 2022 to January 11, 2022, and the order can be cancelled on the day of the repurchase declaration. Once the resale declaration is confirmed, it cannot be revoked. If the declaration is not successful on the day of declaration, the declaration can be continued on the next day (within the declaration period). If the bondholder fails to make the repurchase declaration within the repurchase declaration period, it shall be deemed to have unconditionally waived the repurchase right. 3. Payment method
The company will repurchase “Weining convertible bonds” at the resale price specified above, and the company entrusts China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to conduct clearing and settlement through its capital clearing system. According to the relevant business rules of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the arrival date of investors’ resale funds is January 18, 2022. After the resale period expires, the company will announce the results of this resale and the impact of this resale on the company.
3、 Transactions during resale
“Weining convertible bonds” will continue to trade during the resale period. If the holder of “Weining convertible bonds” sends two or more offer applications for trading, custody transfer, stock conversion and resale on the same trading day, the applications shall be processed in the following order: trading, resale, stock conversion and custody transfer.
4、 Documents for future reference
1. Legal opinions of Shanghai Guangfa law firm on the resale of Winning Health Technology Group Co.Ltd(300253) “Weining convertible bonds”;
2. Guotai Junan Securities Co.Ltd(601211) verification opinions on matters related to the resale of Winning Health Technology Group Co.Ltd(300253) convertible corporate bonds.
It is hereby announced.
Winning Health Technology Group Co.Ltd(300253)
Board of directors
December 23, 2001
