Securities code: Shenzhen Kaizhong Precision Technology Co.Ltd(002823) securities abbreviation: Shenzhen Kaizhong Precision Technology Co.Ltd(002823) Announcement No.: 2022022 bond Code: 128042 bond abbreviation: Kaizhong convertible bond
Shenzhen Kaizhong Precision Technology Co.Ltd(002823)
Announcement on downward revision of convertible corporate bond conversion price
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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Bond Code: 128042 bond abbreviation: Kaizhong convertible bond
Conversion price before correction: RMB 12.86/share
Revised conversion price: RMB 10.09/share
Effective date of the revised conversion price: March 8, 2022
1、 Basis and reasons for downward revision of conversion price
With the approval of the “zjxk [2018] No. 679” document of the China Securities Regulatory Commission, Shenzhen Kaizhong Precision Technology Co.Ltd(002823) (hereinafter referred to as “the company”) publicly issued 4.16 million convertible bonds on July 30, 2018, with a face value of 100 yuan each and a total issuance amount of 416 million yuan. With the consent of “SZS [2018] No. 393” document of Shenzhen Stock Exchange, the company’s 416 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since September 3, 2018. The bonds are referred to as “Kaizhong convertible bonds” for short, and the bond code is “128042”.
According to the downward revision clause of the conversion price of Shenzhen Kaizhong Precision Technology Co.Ltd(002823) public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”):
1. According to the conversion price in the company’s prospectus, the terms are revised downward:
“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 10 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 deliberation and voting.
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 by the company shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting or the higher of the average trading price of the company’s shares on the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and stock par value.
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 adjustment on the trading day before the adjustment, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days. “
2. As of February 16, 2022, the company’s A-share price has appeared in any 30 consecutive trading days, and the closing price of at least 10 trading days is lower than 85% (i.e. 10.93 yuan / share) of the current conversion price, which has met the conditions for downward correction of the conversion price specified in the prospectus. In order to fully protect the interests of bondholders, optimize the capital structure of the company and support the long-term development of the company, the board of directors of the company decided to revise the conversion price of “Kaizhong convertible bonds” downward.
2、 Review procedures and results of downward revision of conversion price
The company held the seventh meeting of the Fourth Board of directors on February 16, 2022 and March 7, 2022 respectively, and the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on downward revision of convertible corporate bond conversion price proposed by the board of directors The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the downward revision of the conversion price of convertible corporate bonds is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
The average trading price of the company’s shares 20 trading days before the first extraordinary general meeting in 2022 was 9.99 yuan / share, the average trading price of the company’s shares one trading day before the first extraordinary general meeting in 2022 was 10.09 yuan / share, the company’s latest audited net assets per share was 5.01 yuan, and the par value of the shares was 1 yuan, Therefore, the stock conversion price of “Kaizhong convertible bonds” after this amendment should not be less than 10.09 yuan / share. After comprehensively considering the above-mentioned average stock trading price, the impact of share dilution and stock price of the company, the company held the 9th meeting of the Fourth Board of directors on March 7, 2022, deliberated and adopted the proposal on downward revision of the conversion price of convertible corporate bonds, and decided to revise the conversion price of “Kai transit bonds” downward to RMB 10.09/share, The implementation date of this share conversion price adjustment is March 8, 2022.
It is hereby announced.
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) board of directors
March 8, 2022
