Securities code: 603578 securities abbreviation: Zhejiang Three Stars New Materials Co.Ltd(603578) Announcement No.: pro 2021-109 bond Code: 113536 bond abbreviation: Samsung convertible bond
Zhejiang Three Stars New Materials Co.Ltd(603578)
On the implementation of redemption and delisting of “Samsung convertible bonds”
Third suggestive announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Redemption registration date: December 30, 2021
Redemption price: 100.586 yuan / piece
Redemption payment date: December 31, 2021
From the next trading day (December 31, 2021) on the redemption registration date, “Samsung convertible bonds” will stop trading and share conversion; after this early redemption, the “Samsung convertible bonds” will be delisted in Shanghai Stock Exchange.
Before the closing of the market on December 30, 2021, the holders of “Samsung convertible bonds” can choose to continue trading in the bond market, Or converted into the company’s shares at the conversion price of 13.76 yuan / share (the holders of convertible bonds can consult the opening securities company for the specific matters of share conversion). After the closing of the market on December 30, 2021, the “Samsung convertible bonds” that have not been converted into shares All bonds will be frozen, trading and conversion will be stopped, and the company will forcibly redeem them according to the face value of 100 yuan / piece of bonds plus the accrued interest of the current period. After the redemption, “Samsung convertible bonds” will be delisted in Shanghai Stock Exchange.
The redemption price of convertible bonds may be different from the market price of “Samsung convertible bonds”, and forced redemption may lead to investment loss. If the “Samsung convertible bonds” held by investors are pledged or frozen, it is recommended to lift the pledge and freeze in advance to avoid the situation that the transaction cannot be forcibly redeemed. The company invites investors to learn more about the relevant provisions of convertible bonds and pay attention to investment risks.
During the period from November 19, 2021 to December 13, 2021, the closing price of Zhejiang Three Stars New Materials Co.Ltd(603578) (hereinafter referred to as “the company” or ” Zhejiang Three Stars New Materials Co.Ltd(603578) “) shares shall not be lower than 130% (i.e. 17.89 yuan / share) of the current conversion price of “Samsung convertible bonds” for at least 15 consecutive trading days. According to the prospectus for public issuance of convertible corporate bonds (hereinafter referred to as “the prospectus”) The “prospectus”) has triggered the conditional redemption terms of “Samsung convertible bonds”.
The company held the 5th meeting of the 4th board of directors on December 13, 2021, which deliberated and passed the proposal on early redemption of “Samsung convertible bonds”, and decided to exercise the early redemption right of the company’s convertible bonds and redeem all the “Samsung convertible bonds” registered on the “redemption registration date”.
In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange and the company’s prospectus, the redemption related matters are hereby announced to all holders of “Samsung convertible bonds” as follows:
1、 Redemption clause
(i) Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem the convertible corporate bonds not converted into shares at the price of 110% of the face value of the bonds (including the last interest).
（2） Conditional redemption clause
During the conversion period of convertible corporate 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% of the current conversion price (including 130%), or when the balance of convertible corporate bonds issued this time is less than RMB 30 million, the company has the right to redeem all or part of the convertible corporate bonds not converted at the price of bond face value plus accrued interest in the current period. The calculation formula of accrued interest in the current period 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: 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.
2、 Matters related to the redemption of convertible bonds
(i) Achievement of redemption conditions
During the period from November 19, 2021 to December 13, 2021, the company’s shares meet the closing price of at least 15 trading days in 30 consecutive trading days, which is not lower than 130% (i.e. RMB 17.89 / share) of the current conversion price of “Samsung convertible bonds”, and the conditional redemption clause of “Samsung convertible bonds” has been triggered.
（2） Redemption registration date
The redemption object is all the holders of “Samsung convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”) after the closing of the market on December 30, 2021.
（3） Redemption price
According to the provisions on conditional redemption in the prospectus, the redemption price is the face value of convertible bonds plus accrued interest in the current period, i.e. 100.586 yuan / piece.
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: 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).
The coupon rate of the current interest year (May 31, 2021 to May 30, 2022) is 1%.
Interest days: 214 days in total from the value date May 31, 2021 to December 31, 2021 (counting the beginning but not the end).
Current accrued interest of each “Samsung convertible bond” ia = b × i × t/365=100 × 1% × 214 / 365 = 0.586 yuan / piece
Redemption price = face value + current accrued interest = 100 + 0.586 = 100.586 yuan / piece
（4） Notes on tax deduction of investors’ bond interest income
1. According to the individual income tax law of the people’s Republic of China and other relevant tax regulations and documents, individual investors in convertible corporate bonds (including securities investment funds) shall pay income tax on individual interest income of bonds at the tax rate of 20% of the interest amount, that is, the redemption amount of convertible corporate bonds per 100 yuan of face value is 100.586 yuan (before tax), The actual distribution and redemption amount is RMB 100.469 (after tax). The individual income tax on the interest of convertible corporate bonds will be uniformly withheld and paid by each cashing institution and directly to the tax department where each cashing institution is located. If each interest payment outlet fails to perform the obligation of withholding and paying the individual income tax of the above bond interest, the resulting legal liability shall be borne by each interest payment outlet.
2. According to the enterprise income tax law of the people’s Republic of China and other relevant tax regulations and documents, for resident enterprises holding convertible corporate bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution and redemption amount of convertible corporate bonds per 100 yuan of face value is 100.586 yuan (including tax).
3. For non resident enterprises such as qualified foreign institutional investors holding the bonds, according to the notice of the Ministry of Finance and the State Administration of Taxation on enterprise income tax and value-added tax policies for overseas institutions investing in the domestic bond market (CS 2018 [108]), from November 7, 2018 to November 6, 2021, Corporate income tax and value-added tax shall be temporarily exempted for the bond interest income obtained by overseas institutional investors in the domestic bond market. According to the recently issued announcement on the continuation of enterprise income tax and value-added tax policies for overseas institutions investing in domestic bond market (Announcement No. 34, 2021 of the Ministry of Finance and the State Administration of Taxation), from November 7, 2021 to December 31, 2025, the bond interest income obtained by overseas institutions investing in the domestic bond market will be temporarily exempted from corporate income tax and value-added tax. For qualified overseas institutional investors (including QFII and rqfii) holding the current bonds, the company will distribute the redemption amount according to the pre tax redemption amount, The actual par value of the holder is RMB 100.586 per 100 yuan of convertible corporate bonds.
（5） Redemption procedure
Before the end of the redemption period, the company will publish a prompt announcement on the redemption of “Samsung convertible bonds” on the media designated by the CSRC selected by the company at least three times to notify the holders of “Samsung convertible bonds” of various matters related to this redemption. When the company decides to carry out full redemption, all “Samsung convertible bonds” registered in zhongdeng Shanghai Branch will be frozen from the trading day next to the redemption registration date (December 31, 2021).
After the redemption, the company will announce the redemption results and the impact of the redemption on the company on the media designated by the CSRC.
（6） Redemption payment date: December 31, 2021
The company will entrust zhongdeng Shanghai branch to distribute the redemption money to the holders registered on the redemption date and handling the designated transactions in the member units of Shanghai stock exchange through its capital clearing system, and reduce the corresponding amount of “Samsung convertible bonds” of the holders. Investors who have handled comprehensive designated transactions can receive the redemption money at their designated securities business department on the issuance date. For investors who have not handled designated transactions, the redemption money is temporarily kept by zhongdeng Shanghai branch and distributed after handling designated transactions.
（7） Trading and conversion
Before the closing of the market on December 30, 2021 (including the date of redemption registration), the holders of “Samsung convertible bonds” can choose to continue trading in the bond market or convert into shares of the company at the current conversion price of 13.76 yuan / share.
From the trading day next to the redemption registration date (December 31, 2021), the “Samsung convertible bonds” will stop trading and conversion. The company will redeem all the “Samsung convertible bonds” that have not been converted into shares at the redemption price of 100.586 yuan / piece, and entrust zhongdeng Shanghai branch to distribute the redemption proceeds. After the redemption, the “Samsung convertible bonds” will be delisted from the Shanghai Stock Exchange.
3、 Risk tips
Before the closing of the market on December 30, 2021, the holders of “Samsung convertible bonds” can choose to continue trading in the bond market, Or converted into the company’s shares at the conversion price of 13.76 yuan / share (the holders of convertible bonds can consult the opening securities company for the specific matters of share conversion). After the closing of the market on December 30, 2021, the “Samsung convertible bonds” that have not been converted into shares All bonds will be frozen, trading and conversion will be stopped, and the company will forcibly redeem them according to the face value of 100 yuan / piece of bonds plus the accrued interest of the current period. After the redemption, “Samsung convertible bonds” will be delisted in Shanghai Stock Exchange. The redemption price of convertible bonds may be different from the market price of “Samsung convertible bonds”, and forced redemption may lead to investment loss. If the “Samsung convertible bonds” held by investors are pledged or frozen, it is recommended to lift the pledge and freeze in advance to avoid the situation that the transaction cannot be forcibly redeemed. The company invites investors to learn more about the relevant provisions of convertible bonds and pay attention to investment risks.
4、 Contact information
Contact Department: Securities Department of the company
Tel.: 0572-8370557
It is hereby announced.
Zhejiang Three Stars New Materials Co.Ltd(603578) board of directors December 27, 2021
