Stock Code: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Announcement No.: 2022030 bond Code: 128094 bond abbreviation: xingshuai convertible bond
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Announcement on redemption results
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.
1、 Event overview
(I) basic information of “xingshuai convertible bonds”
Approved by the reply on approving Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) public issuance of convertible corporate bonds (zjxk [2019] No. 2859) of China Securities Regulatory Commission, the company publicly issued 2.8 million convertible corporate bonds on January 22, 2020, with a face value of 100 yuan each and a total issuance amount of 280 million yuan.
With the consent of SZS [2020] No. 97 document of Shenzhen Stock Exchange, the company’s 280 million yuan convertible corporate bonds will be listed and traded in Shenzhen Stock Exchange from February 19, 2020. The bonds are referred to as “xingshuai convertible bonds”, the bond code is “128094”, and the number of listed bonds is 2.8 million.
In accordance with relevant laws and regulations and the prospectus for Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) public offering of A-share convertible corporate bonds (hereinafter referred to as the “prospectus for convertible bonds”), The term of convertible bonds to shares issued by the company this time starts from the first trading day after the expiration of six months from the date of issuance of convertible bonds to the maturity date of convertible corporate bonds (i.e. from July 22, 2020 to January 16, 2026), and the initial conversion price is 23.92 yuan / share.
The company implemented equity distribution in 2019, distributed 2.10 yuan in cash (including tax) to all shareholders for every 10 shares, and increased 7 shares for every 10 shares to all shareholders with capital reserve. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of “xingshuai convertible bonds” was adjusted from 23.92 yuan / share to 13.95 yuan / share. The adjusted conversion price will take effect from May 7, 2020.
The company implemented equity distribution in 2020 and distributed 1.50 yuan in cash (including tax) to all shareholders for every 10 shares. According to the relevant provisions of the prospectus for raising convertible bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of “xingshuai convertible bonds” is adjusted from 13.95 yuan / share to 13.80 yuan / share. The adjusted conversion price will take effect from June 8, 2021. (II) redemption of “xingshuai convertible bonds”
1. Circumstances triggering redemption
The closing price of the company’s shares (i.e. the conversion price of the company’s shares for at least 30 consecutive days from August 2021 to August 2021, excluding the conversion price of the company’s shares for at least 30 consecutive days) (the conversion price of the company’s shares for at least 30 months from August 2021 to August 2021 is less than 130%), Trigger the conditional redemption terms agreed in the prospectus for convertible bonds. The company held the 11th meeting of the 4th board of directors on August 10, 2021, deliberated and adopted the proposal on not redeeming “xingshuai convertible bonds” in advance. Combined with the market situation and its actual situation at that time, the board of directors of the company decided not to exercise the early redemption right of “xingshuai convertible bonds” and not to redeem “xingshuai convertible bonds” in advance. At the same time, the board of directors of the company decided that from the date of announcement disclosure (i.e. August 11, 2021) to December 31, 2021, the company would not exercise the right to advance redemption when the conditional redemption terms were triggered. Recalculated on the first trading day after January 1, 2022, if the “xingshuai convertible bond” triggers the conditional redemption clause again, the board of directors will hold a separate meeting to decide whether to exercise the early redemption right of “xingshuai convertible bond”.
The closing price of the company’s shares (stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ; Stock Code: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ) on at least 15 consecutive trading days from December 13, 2021 to January 24, 2022 (i.e. January 4, 2022 to January 24, 2022) is not less than 130% (including 130%) of the current conversion price of 13.80 yuan / share of “xingshuai convertible bonds” (i.e. 17.94 yuan / share), The conditional redemption terms agreed in the prospectus for convertible bonds have been triggered. On January 24, 2022, the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors considered and approved the proposal on early redemption of “xingshuai convertible bonds”, and decided to exercise the conditional redemption right of “xingshuai convertible bonds” and redeem all the “xingshuai convertible bonds” that have not been converted into shares at the price of bond face value plus accrued interest in the current period. The independent directors of the company expressed their independent opinions on this matter.
2. Redemption procedure and schedule
(1) “Xingshuai convertible bonds” triggered conditional redemption terms on January 24, 2022.
(2) The company issued three redemption implementation announcements on the information disclosure media designated by the CSRC within 5 trading days after meeting the redemption conditions for the first time (i.e. from January 25, 2022 to February 7, 2022). The company issued seven redemption implementation announcements from January 25, 2022 to February 24, 2022, Notify the holders of “xingshuai convertible bonds” of relevant matters of this redemption.
(3) “Xingshuai convertible bonds” will stop trading and equity conversion from February 25, 2022.
(4) February 25, 2022 is the redemption date of “xingshuai convertible bonds”. The company has fully redeemed the “xingshuai convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”) as of the closing of the redemption registration date (the trading day before the redemption date: February 24, 2022).
(5) March 4, 2022 is the date when the redemption money reaches the capital account of the “xingshuai convertible bond” holder. The redemption money of “xingshuai convertible bond” has been directly transferred to the capital account of the “xingshuai convertible bond” holder through the Convertible Bond Custody broker.
2、 Redemption results of “xingshuai convertible bonds”
According to the data provided by zhongdeng company, as of the closing of the market on February 24, 2022, 10789 “xingshuai convertible bonds” have not been converted into shares, and the number of redeemed bonds this time is 10789.
The redemption price of “xingshuai convertible bond” is 100.13 yuan / piece (the face value of the bond plus the accrued interest in the current period, the current interest rate is 1.2%, and the current interest includes tax. The redemption price after tax shall be subject to the price approved by zhongdeng company). The redemption company paid a total of 108030257 yuan.
3、 Redemption impact
The total face value of “xingshuai convertible bonds” redeemed by the company this time is 1078900 yuan, accounting for 0.39% of the total issuance, which will not have a great impact on the company’s financial status, operating results and cash flow, and will not affect the normal use of the funds raised by convertible bonds this time. This redemption is all redemption. After the redemption, the “xingshuai convertible bond” no longer meets the listing conditions and needs to be delisted.
By the end of February 24, 2022, the total share capital of the company had increased by 20203121 shares due to the conversion of “xingshuai convertible bonds”, which diluted the earnings per share of the company in the short term.
4、 Delisting arrangement
This redemption is a full redemption. After the redemption, there will be no “xingshuai convertible bonds” to continue circulation or trading, and “xingshuai convertible bonds” will no longer meet the listing conditions and need to be delisted. From March 7, 2022, the “xingshuai convertible bonds” (bond Code: 128094) issued by the company will be delisted in Shenzhen Stock Exchange. For details, see the company’s designated information disclosure media securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on delisting of “xingshuai convertible bonds” (Announcement No.: 2022031). 5、 Latest equity structure
As of the closing of the redemption registration date (February 24, 2022), the latest share capital structure of the company is:
Before this change, this change increases or decreases (+,) after this change
Nature of shares proportion of convertible bonds to shares
Quantity (share) other (share) subtotal (share) quantity (share)
(%) (shares) (%)
1、 Sales restriction conditions 6574536033.02 0 -8795212 -87952125695014825.97 tradable shares
Executive locking shares 6174696031.01 0 -4796812 -47968125695014825.97
Equity incentive Limited sales of 39984002.01 0 -3998400 -39984000.00 shares
2、 Unlimited sales note 13338077466.982020312187306122893373316231450774.03 tradable shares
3、 Total share capital 199126134100. Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) 3121 – 646 Avic Electromechanical Systems Co.Ltd(002013) 8521219264655100.00
Note: 1. “Before this change” in the above table refers to the share capital as of July 21, 2020 (the trading day before the start of share conversion). 2. The change of “other” total share capital in the above table is due to the fact that some incentive objects of the company’s restricted stock incentive plan in 2018 do not meet the conditions for lifting the restrictions. The company repurchases and cancels a total of 64600 restricted shares that have been granted but fail to meet the conditions for unlocking.
6、 Consultation mode
Contact Department: Securities Department of the company
Tel.: 057163413898
It is hereby announced.
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) board of directors March 4, 2022
