Announcement on the redemption results of “Aorui convertible bonds”
Org Technology Co.Ltd(002701) (” Org Technology Co.Ltd(002701) ” or “the company”, “the company”) and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Overview of redemption of “Aorui convertible bonds” (I) issuance and listing
With the approval of the document “zjxk [2019] No. 2700” of the China Securities Regulatory Commission, Org Technology Co.Ltd(002701) publicly issued 10.868 million convertible corporate bonds on February 11, 2020, with a face value of 100 yuan each and a total issuance amount of 108.68 million yuan.
With the consent of SZS [2020] No. 137 document of Shenzhen Stock Exchange, the company’s 1086.8 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since March 16, 2020. The bonds are referred to as “Aorui convertible bonds” for short and the bond code is “128096. SZ”.
“Aorui convertible bonds” can be converted into shares of the company from August 17, 2020.
According to relevant regulations and the prospectus for Org Technology Co.Ltd(002701) public offering of convertible corporate bonds (hereinafter referred to as the prospectus for convertible bonds), the conversion period of “Aorui convertible bonds” is from the first trading day after the expiration of six months from the date of issuance to the maturity date of convertible bonds (i.e. August 17, 2020 to February 11, 2026). The initial conversion price is 4.70 yuan / share.
In June 2020, the company implemented the 2019 annual profit distribution plan, and the conversion price of “Aorui convertible bonds” was adjusted from the original 4.70 yuan / share to 4.64 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on June 12, 2020（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (2020-lin 056).
In October 2020, the company implemented the profit distribution plan for the half year of 2020, and the conversion price of “Aorui convertible bonds” was adjusted from the original 4.64 yuan / share to 4.52 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on October 14, 2020（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (2020-lin091).
The third 2020 meeting of the Fourth Board of directors and the third 2020 meeting of the Fourth Board of supervisors held on October 28, 2020 and the third 2020 extraordinary general meeting of shareholders held on November 16, 2020 were reviewed and approved The proposal on terminating the implementation of the 2019 restricted stock incentive plan and repurchasing and canceling all restricted shares granted but not yet lifted the restrictions on sales. In December 2020, the restricted shares repurchased by the company had gone through the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The conversion price of “Aorui convertible bonds” shall be adjusted accordingly, from the original 4.52 yuan / share to 4.54 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on December 3, 2020（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (2020-lin No. 107).
In June 2021, the company implemented the 2020 annual profit distribution plan, and the conversion price of “Aorui convertible bonds” was adjusted from the original 4.54 yuan / share to 4.50 yuan / share. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on June 2, 2021（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (No. 2021-lin 039). (II) overview of redemption
The closing price of the company’s A-share stock (stock abbreviation: Org Technology Co.Ltd(002701) , stock code: Org Technology Co.Ltd(002701) ) has been 15 trading days from January 4, 2022 to January 24, 2022. The closing price is not less than 130% (including 130%) of the current conversion price of “Aorui convertible bonds”, which has triggered the conditional redemption terms agreed in the prospectus for raising of Org Technology Co.Ltd(002701) convertible bonds.
On January 24, 2022, the first meeting of the Fourth Board of directors in 2022 deliberated and approved the proposal on early redemption of “Aorui convertible bonds”, and agreed to exercise the right of early redemption of “Aorui convertible bonds”, Redeem all the “Aorui convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the redemption registration date at the price of bond face value plus accrued interest of the current period.
The independent directors of the company expressed their opinions on this matter. (III) redemption procedure and schedule
1. “Aorui convertible bonds” triggered conditional redemption on January 24, 2022.
2. According to the requirements of relevant rules, the company shall issue a redemption reminder announcement at least once every five trading days after meeting the redemption conditions to inform the holders of “Aorui convertible bonds” of the relevant matters of this redemption. The company was established in 2022
From January 25, 2012 to February 28, 2022, in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Thirteen reminders of redemption have been issued to inform the holders of “Aorui convertible bonds” of relevant matters of this redemption.
3. March 1, 2022 is the redemption date of “Aorui convertible bonds”. The company has fully redeemed the “Aorui convertible bonds” registered in zhongdeng company as of the closing of the redemption registration date (February 28, 2022). “Aorui convertible bonds” will stop trading and equity conversion from March 1, 2022.
4. March 4, 2022 is the arrival date of the issuer’s (company’s) funds, and March 8, 2022 is the arrival date of the holder’s funds. The redemption money of “Aorui convertible bonds” has been directly transferred to the capital account of the holder of “Aorui convertible bonds” through the custody broker of convertible corporate bonds. 2、 Redemption results of “Aorui convertible bonds”
According to the data provided by zhongdeng company, as of the closing of the market on February 28, 2022, there are still 12369 “Aorui convertible bonds” that have not been converted into shares, and the number of redemptions this time is 12369. The redemption price of “Aorui convertible bond” is 100.05 yuan / piece (the face value of the bond plus the accrued interest in the current period, the current interest rate is 1.00%, 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 123751845 yuan.
3、 Redemption impact
The total face value of the company’s redemption of “Aorui convertible bonds” this time is 1236900 yuan, accounting for 0.11% of the total issuance, which will not have a significant 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 a full redemption. After the redemption, the “Aorui convertible bonds” no longer meet the listing conditions and need to be delisted.
As of the closing of the market on February 28, 2022, the total share capital of the company has increased by 240125196 shares due to the conversion of “Aorui convertible bonds”, which has 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 continuous circulation or trading of “Aorui convertible bonds”, and “Aorui convertible bonds” will no longer meet the listing conditions and need to be delisted. From March 9, 2022, the “Aorui convertible bonds” (bond Code: 128096) issued by the company will be delisted in Shenzhen Stock Exchange. For details, see the company’s designated information disclosure media on the same day, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement on delisting of Aorui convertible bonds (Announcement No.: 2022-lin 030). 5、 Latest equity structure
As of the closing of the redemption registration date (February 28, 2022), the latest share capital structure of the company is:
Before and after the change of share capital
Share ratio convertible bond to share repurchase cancellation of shares (shares) (cases)% (shares) subtotal of incentive and sales restriction (shares) (cases)% (shares) Pledged Shares (shares)
total
Shares 23508075281 Cosco Shipping Technology Co.Ltd(002401) 25196 – 176722882224529082573260436100
Note: 1 The share capital before this change is the share capital as of August 14, 2020 (the trading day before the conversion of Aorui convertible bonds).
2. The number of shares repurchased and cancelled by the company is 17672288. For details, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on December 3, 2020（ http://www.cn.info.com.cn. ）Announcement on the termination of the implementation of the 2019 restricted stock incentive plan and the completion of the repurchase and cancellation of all restricted shares granted but not yet lifted (2020-lin No. 106).
3. On the first trading day of each year, CSDCC Shenzhen branch takes the shares of the company listed on the Shenzhen Stock Exchange registered in the name of the directors, supervisors and senior managers of the listed company on the last trading day of the previous year as the base, and calculates the legal limit of transferable shares of the current year at 25%; At the same time, the outstanding shares held by this person within the quota of transferable shares of this year with unlimited sales conditions shall be unlocked.
4. For details of the changes in share capital during the duration of the company’s convertible bonds, see the company’s regular publication on the designated information disclosure media cninfo (www.cn. Info. Com. CN.) Announcement on quarterly share conversion of “Aorui convertible bonds” on. 6、 Consultation mode
Consulting department: Securities Department of the company
Consulting address: 6 / F, Huabin building, No. 8, yong’anli, Jianwai street, Chaoyang District, Beijing
Tel.: 01085211915
Fax: 01085289512
Contact person: Shi Lina, Wang Ning
It is hereby announced.
Org Technology Co.Ltd(002701) board of directors
March 9, 2022
