Securities code: 300752 securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2021-120 bond Code: 123074 bond abbreviation: Longli convertible bond
Shenzhen Longli Technology Co.Ltd(300752)
Announcement on the redemption results of “Longli convertible bonds”
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Basic information of “Longli convertible bonds”
Approved by the document “zjxk [2020] No. 2494” of China Securities Regulatory Commission, Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) publicly issued 3.245 million convertible corporate bonds on October 29, 2020, with a face value of 100 yuan each, a total issuance amount of 324.5 million yuan and a term of 6 years. With the consent of Shenzhen Stock Exchange, the company’s 324.5 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since November 16, 2020. The bonds are referred to as “Longli convertible bonds” for short and the bond code is “123074” And enter the share conversion period from May 6, 2021.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the prospectus for public issuance of convertible corporate bonds on the Shenzhen Longli Technology Co.Ltd(300752) gem (hereinafter referred to as the “prospectus”) ）And relevant regulations, the convertible bonds issued by the company can be converted into shares of the company from May 6, 2021, and the initial conversion price is 29.53 yuan / share; Due to the implementation of the company’s plan to grant reserved restricted shares to incentive objects, the conversion price of “Longli convertible bonds” was adjusted to 29.41 yuan / share; In addition, due to the implementation of the company’s profit distribution and capital reserve conversion to share capital plan in 2020, the adjusted conversion price of “Longli convertible bonds” is 18.33 yuan / share; Later, due to the implementation of repurchase and cancellation of some restricted shares, the latest adjusted conversion price of “Longli convertible bonds” is 18.34 yuan / share, and the effective date of the conversion price is August 10, 2021.
2、 Overview of this redemption
1. Conditional redemption clause
According to the provisions of “2. Conditional redemption terms” in “(XI) redemption terms” of “II. Issuance plan” in Chapter II “overview of this issuance” of the prospectus, the following are:
During the conversion period of convertible bonds issued this time, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible bonds not converted into shares at the price of bond face value plus accrued interest in the current period:
(1) During the conversion period of convertible bonds issued this time, if the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price.
(2) When the balance of convertible 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 bonds 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).
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 adjusted conversion price and closing price on the trading day after the adjustment.
2. Circumstances triggering conditional redemption terms this time
From November 3, 2021 to November 23, 2021, the closing price of 15 trading days has not been lower than 130% (23.84 yuan / share) of the current conversion price (18.34 yuan / share), which has triggered the conditional redemption terms agreed in the prospectus. The company will have the right to redeem all “Longli convertible bonds” registered on the redemption registration date at the price of bond face value plus accrued interest in the current period.
November 24, 2021, The company held the 29th (Interim) meeting of the second board of directors and the 27th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on early redemption of “Longli convertible bonds”, and decided to exercise the conditional redemption right of “Longli convertible bonds”, and redeem the convertible bonds at the price of the face value of the convertible bonds plus the accrued interest of the current period (100.08 yuan / piece) on the redemption registration date (December 15, 2021) all the “Longli convertible bonds” registered in the register. The independent directors of the company issued the agreed independent opinions, the recommendation agency Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. issued the agreed verification opinions, and Guangdong Huashang law firm issued the legal opinions.
3. Redemption procedure and schedule
(1) “Longli convertible bonds” triggered conditional redemption on November 23, 2021;
(2) Within 5 trading days after the company meets the redemption conditions for the first time (i.e. from November 24, 2021 to November 30, 2021), the company shall publish at least three redemption announcements on the information disclosure media designated by the CSRC, announcing “Longli convertible bonds” Matters related to the redemption of the holder. From November 24, 2021 to December 15, 2021, the company issued 13 reminders of redemption on the designated media to inform the holders of “Longli convertible bonds” of relevant matters of this redemption;
(3) December 16, 2021 is the redemption date of “Longli convertible bonds”. The company will fully redeem the “Longli convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on the redemption registration date (December 15, 2021). After the early redemption, the “Longli convertible bonds” will be delisted in Shenzhen Stock Exchange. From December 16, 2021, the “Longli convertible bonds” will be redeemed Stop trading and share conversion;
(4) December 21, 2021 is the arrival date of the issuer’s funds, and December 23, 2021 is the date when the redemption money reaches the capital account of the “Longli convertible bond” holder. At that time, the redemption money of “Longli convertible bond” will be directly transferred to the capital account of the “Longli convertible bond” holder through the Convertible Bond Custody broker.
3、 Redemption result
According to the data provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, after the closing of the market on December 15, 2021, 59243 “Longli convertible bonds” have not been converted into shares, and the number of redeemed bonds this time is 59243, The redemption price is 100.08 yuan / piece (the face value of the bond plus the accrued interest in the current period, the current interest rate is 0.6%, and the current interest includes tax). The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The redemption company paid a total of 5929039.44 yuan.
4、 Redemption impact
The total redemption amount of the company’s “Longli convertible bonds” was 5929039.44 yuan, accounting for 1.83% of the total issuance, which had no significant impact on the company’s financial status, operating results and cash flow, and did not affect the normal use of the funds raised by the bonds.
As of the date when the “Longli convertible bonds” ceased to convert shares (after the market closed on December 15, 2021), the total share capital of the company has increased by 17373990 shares due to the “Longli convertible bonds”. Due to the increase of total share capital, the earnings per share of the company will be diluted in the short term.
This redemption is full redemption. After the redemption, there will be no “Longli convertible bonds” to continue circulation or trading, and “Longli convertible bonds” will no longer meet the listing conditions and need to be delisted.
5、 Delisting arrangements
From December 24, 2021, the “Longli convertible bonds” (bond Code: 123074) issued by the company will be delisted in Shenzhen Stock Exchange. For details, see the announcement on delisting of “Longli convertible bonds” (Announcement No.: 2021-121) disclosed by the company on cninfo.com on the same day.
6、 Latest equity structure
Since the “Longli convertible bonds” entered the stock conversion period on May 6, 2021, the changes in the company’s share capital are as follows:
Before this change, this change increases or decreases (+, -) after this change
Nature of shares (April 30, 2021) (December 15, 2021) number (share) proportion (%) number of convertible bonds to other (shares) (share) proportion (%) shares (shares)
1、 Limited sale 8647667071.75 – 849703977963137.14 conditional tradable shares
Senior management locking shares 450000.04-729868597303185934.78
Equity incentive is limited to 32383102.69-170946249477722.36 shares
Restricted sales of 8319336069.03-83193360 shares after IPO
2、 Unlimited sale of 3404565028.25 173739908057690313199654362.86 conditional tradable shares
3、 Total share capital 120522320100.0017399072079864209976174100.00
Note: the share capital before this change is the share capital on April 30, 2021 (the trading day before the start of share conversion). Any discrepancy between the total and the mantissa of the sum of the sub item values in this report is caused by rounding.
7、 Consultation mode
Consulting department: Shenzhen Longli Technology Co.Ltd(300752) Board Office
Address: floor 3 and 4, building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen
Tel: 0755-281111999-8110
Contact Fax: 0755-29819988
It is hereby announced!
Shenzhen Longli Technology Co.Ltd(300752)
Board of directors
December 23, 2021
