Securities code: Fujian Yuanli Active Carbon Co.Ltd(300174) securities abbreviation: Fujian Yuanli Active Carbon Co.Ltd(300174) Announcement No.: 2022002
Bond Code: 123125 bond abbreviation: Yuanli convertible bond
Fujian Yuanli Active Carbon Co.Ltd(300174)
Suggestive announcement on the conversion of Yuanli convertible bonds into shares
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.
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Stock Code: Fujian Yuanli Active Carbon Co.Ltd(300174) stock abbreviation: Fujian Yuanli Active Carbon Co.Ltd(300174)
Bond Code: 123125 bond abbreviation: Yuanli convertible bond
Conversion price: 17.61 yuan / share
Time of share conversion: March 10, 2022 to September 5, 2027 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; interest payment during the extended period will not be calculated separately)
Source of Conversion Shares: conversion of new shares
1、 Overview of the listing and issuance of convertible bonds
(I) issuance of convertible corporate bonds
With the approval of China Securities Regulatory Commission’s “zjxk [2021] No. 2713”, Fujian Yuanli Active Carbon Co.Ltd(300174) (hereinafter referred to as “the company”) issued 9 million convertible corporate bonds to unspecified objects on September 6, 2021, with a face value of 100 yuan each and a total issuance amount of 90 million yuan. The issuance method is to give priority to the original shareholders of the issuer registered after the closing of the market on the equity registration date. The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is carried out through the combination of online pricing issuance through the trading system of Shenzhen Stock Exchange, and the balance is underwritten by the sponsor (lead underwriter).
(II) listing of convertible corporate bonds
The company’s 90 million yuan convertible corporate bonds have been listed and traded on the Shenzhen Stock Exchange since September 30, 2021. The bonds are referred to as “Yuanli convertible bonds” for short and the bond code is “123125”.
(III) conversion period of convertible corporate bonds
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the Fujian Yuanli Active Carbon Co.Ltd(300174) gem prospectus for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”), The conversion period of the convertible bonds issued this time starts from the first trading day six months after the end of the issuance of the convertible bonds (September 10, 2021) to the maturity date of the convertible bonds, that is, from March 10, 2022 to September 5, 2027 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
2、 Relevant terms of convertible bonds to shares
(I) issuance scale: the total amount of convertible bonds issued this time is RMB 90 million;
(II) number of copies issued: 9 million;
(III) face value: 100 yuan / piece;
(IV) bond term: September 6, 2021 to September 5, 2027;
(V) term of share conversion: from March 10, 2022 to September 5, 2027 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately);
(VI) coupon rate: 0.1% in the first year, 0.3% in the second year, 0.8% in the third year, 1.3% in the fourth year, 1.8% in the fifth year and 2.3% in the sixth year;
(VII) conversion price: 17.61 yuan / share.
3、 Matters related to the declaration of convertible bonds to shares
(I) reporting procedures for share conversion
1. The declaration of share conversion shall be made by the bondholders through the trading system of Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
2. The holder can apply to convert all or part of the “Yuanli convertible bonds” in his account into the company’s shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
3. The reporting unit of convertible bonds to shares is “Zhang”, the denomination of each is 100 yuan, and the minimum unit converted into shares is one share; In case of multiple applications for share conversion within the same trading day, the number of share conversions will be calculated on a consolidated basis. The shares applied for conversion by the bondholders of convertible companies must be integer shares. For the convertible corporate bonds that cannot be converted into one share at the time of share conversion, the company will cash the balance of the convertible bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shenzhen Stock Exchange.
4. This declaration of convertible bond trading takes precedence over the declaration of conversion of shares. If the amount of convertible bonds applied for conversion of shares by the holder of convertible bonds is greater than the amount of convertible bonds actually owned by him, he shall convert shares according to the amount actually owned by him, and the remaining part of the application shall be cancelled.
(II) reporting time of share conversion
The holders of convertible bonds may, during the conversion period (from March 10, 2022 to September 5, 2027), apply for the conversion of shares during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following hours:
1. The period during which the conversion of shares is stopped in accordance with the relevant provisions of the prospectus;
2. The suspension period of the company’s shares;
3. According to relevant regulations, the period during which the company applies to stop the conversion of shares.
(III) freezing and cancellation of convertible bonds
After confirming the validity of the share conversion application, China Securities Depository and Clearing Corporation Shenzhen Branch will write down (freeze and cancel) the balance of convertible bonds of the holders of convertible bonds, increase the corresponding number of shares of the holders of convertible bonds, and complete the change registration.
(IV) listing date and rights and interests of new shares converted from convertible bonds to shares
Convertible bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the declaration of convertible shares. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
(V) relevant taxes in the process of share conversion
In case of any relevant taxes during the conversion of convertible bonds into shares, the taxpayers shall bear them by themselves.
(VI) ownership of interest in the conversion year
“Yuanli convertible bond” adopts the interest payment method of paying interest once a year. The starting date of interest calculation is the first day of convertible bond issuance, i.e. September 6, 2021 (t day). The interest payment date of each year is the date of each full year from the first day of the issuance of convertible bonds (September 6, 2021, t day). If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days. The registration date of interest payment creditor’s rights every year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within 5 trading days after the interest payment date of each year. For the convertible bonds applied for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
The tax payable on the interest income obtained by the holders of convertible bonds shall be borne by the holders.
4、 Adjustment of convertible bond to share price
(I) basis for determining the initial conversion price
The initial conversion price of the convertible bonds issued this time is 17.61 yuan / share, Not less than the average trading price of the company’s A-Shares 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 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 the company’s A-Shares on the previous trading day.
The average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the 20 trading days; The average trading price of the company’s shares on the previous trading day = the trading volume of the company’s shares on the previous trading day / the trading volume of the company’s shares on that day.
(II) adjustment of share conversion price
As of the disclosure date of this announcement, the price of convertible bonds to shares of the company has not changed.
(III) adjustment and calculation method of share conversion price
After this issuance, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible bonds into shares), allots shares and distributes cash dividends, the conversion price will be adjusted according to the following formula (retain 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 conversion price, P0 is the conversion price before the adjustment, n is the ratio of share offering or conversion to share capital, a is the price of new share offering or allotment, K is the ratio of new share offering or allotment, and D is the cash dividend per share.
When the company changes the above shares and / or shareholders’ equity, the conversion price will be adjusted in turn and posted on the website of Shenzhen Stock Exchange (www.szse. CN) And the information disclosure media of listed companies designated by the China Securities Regulatory Commission, publish the announcement of the resolution of the board of directors, and specify the date of adjustment of the conversion price, the adjustment measures and the period of suspension of the conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion of shares shall be executed according to the adjusted 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 shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible bonds issued this time or the derivative rights and interests of convertible bonds, the company will, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible bonds issued this time. 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 department at that time.
(IV) downward correction clause of share conversion price
1. Correction conditions and correction range
During the duration of the convertible 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 plan for the conversion price and submit it to the general meeting of shareholders for resolution.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day.
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
If the company decides to revise the conversion price downward, the company will And the information disclosure media designated by the CSRC, including relevant information such as the revision range of the announcement, the date of equity registration and the period of suspension of share conversion. From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented.
If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
(V) method for determining the number of converted shares
When the bondholder applies 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:
5: Refers to the total face value of convertible bonds applied for share conversion by the holders of convertible bonds;
P: It refers to the effective share conversion price on the day of application for share conversion.
The shares applied for conversion by the holders of convertible bonds must be integral shares. For the convertible bonds that are not enough to convert one share at the time of share conversion, the company will cash the face value of the convertible bonds and the corresponding accrued interest of the current period within 5 trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
5、 Redemption terms and resale terms of convertible bonds
(I) redemption terms
1. Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the issuer will redeem the convertible bonds not converted into shares at the price of 105% of the face value of the bonds (including the last interest).
2. Conditional redemption clause
During the conversion period of convertible bonds issued this time, in case of any of the following two situations, the board of directors of 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:
A. During the conversion period of convertible bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price.
B. 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: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If in
