Securities code: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) securities abbreviation: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) Announcement No.: 2022050 bond Code: 128093 bond abbreviation: Baichuan convertible bond
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Announcement on the redemption results of “Baichuan convertible bonds”
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、 Overview of redemption of “Baichuan convertible bonds”
(I) issuance and listing of convertible bonds
Approved by the reply on approving Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) public issuance of convertible corporate bonds (zjxk [2019] No. 2576) of China Securities Regulatory Commission, Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as “the company”) publicly issued 5.2 million convertible corporate bonds on January 3, 2020, with a face value of 100 yuan each and a total issuance amount of 520 million yuan.
With the consent of SZS [2020] No. 39 document of Shenzhen Stock Exchange, the company’s 520 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since January 21, 2020. The bonds are referred to as “Baichuan convertible bonds” for short and the bond code is “128093”.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the provisions of the prospectus for Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) public issuance of convertible corporate bonds (hereinafter referred to as the “prospectus”), The convertible bond to equity period starts from the first trading day (July 9, 2020) six months after the end of the issuance of convertible bonds (January 9, 2020) to the maturity date of convertible bonds (January 3, 2026). (II) price adjustment of convertible bonds to shares
According to the relevant provisions of the company’s prospectus and the relevant provisions of the CSRC on convertible corporate bonds: after the issuance of convertible bonds and after this issuance, when the company distributes stock dividends, converts to share capital, issues new shares or allotments, and distributes cash dividends (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), The conversion price shall be adjusted accordingly. The initial conversion price of the company’s convertible bonds is 6.00 yuan / share.
On May 22, 2020, the company disclosed the announcement on the price adjustment of convertible bonds into shares (Announcement No.: 2020047). As the company implemented the 2019 profit distribution plan, the conversion price of Baichuan convertible bonds increased from 6.00
Yuan / share is adjusted to 5.87 yuan / share, and the adjusted conversion price will take effect from May 29, 2020.
On May 20, 2021, the company disclosed the announcement on the price adjustment of convertible bonds into shares (Announcement No.: 2021040). As the company implemented the profit distribution plan for 2020, the conversion price of Baichuan convertible bonds was adjusted from 5.87 yuan / share to 5.77 yuan / share. The adjusted conversion price will take effect from May 27, 2021.
(III) overview of redemption
The closing price of the company’s shares (hereinafter referred to as: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) , code: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) ) for 20 consecutive trading days from January 4, 2022 to February 7, 2022 is not less than 130% of the current conversion price of “Baichuan convertible bonds” (i.e. 5.77 yuan / share), which has triggered the conditional redemption clause agreed in the prospectus. The company held the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors on February 7, 2022, deliberated and adopted the proposal on early redemption of “Baichuan convertible bonds”, and agreed to exercise the conditional redemption right of “Baichuan convertible bonds”, Redeem all the “Baichuan convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the redemption registration date at the price of the par value of the bonds plus the accrued interest of the current period.
(IV) redemption procedure and schedule
1. “Baichuan convertible bonds” triggered conditional redemption on February 7, 2022.
2. According to the requirements of relevant rules, the company shall publish at least one redemption prompt announcement on the information disclosure media designated by the CSRC every five trading days after meeting the redemption conditions to inform the holders of “Baichuan convertible bonds” of the relevant matters of this redemption. In order to better protect the interests of investors, the company issued a total of 16 redemption implementation announcements from February 8, 2022 to March 1, 2022, informing the holders of “Baichuan convertible bonds” of the redemption.
3. March 2, 2022 is the redemption date of “Baichuan convertible bonds”. The company has fully redeemed the “Baichuan convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the redemption registration date (i.e. March 1, 2022). Baichuan’s conversion of bonds to shares has been stopped since February 2022.
4. March 7, 2022 is the date when the issuer’s (company’s) funds arrive. March 9, 2022 is the date when the redemption money reaches the capital account of the “Baichuan convertible bond” holder. The redemption money of “Baichuan convertible bond” has been directly transferred to the capital account of the “Baichuan convertible bond” holder through the Convertible Bond Custody broker.
2、 Redemption result
According to the data provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, as of the closing of the market on March 1, 2022, there are 44085 “Baichuan convertible bonds” that have not been converted into shares, and the number of redemptions this time is 44085. The redemption price of “Baichuan convertible bonds” is 100397 yuan / piece (the face value of the bonds plus the accrued interest in the current period, the current interest rate is 2.50%, and the current interest includes tax). The redemption price after tax shall be subject to the price approved by China Securities Depository and clearing Co., Ltd. Shenzhen Branch. The company has paid a total redemption amount of 442 Zhejiang Juhua Co.Ltd(600160) yuan.
3、 Redemption impact
The total face value of the “Baichuan convertible bonds” redeemed by the company this time is 4408500 yuan, accounting for 0.85% of the total issuance. It will not have a significant impact on the company’s financial situation, operating results and cash flow, and will not affect the normal use of the funds raised by the convertible bonds this time.
This redemption is a full redemption. After the redemption, the “Baichuan convertible bonds” no longer meet the listing conditions and need to be delisted. As of the closing of the market on March 1, 2022, “Baichuan convertible bonds” has converted 88999027 shares (including 12811000 shares repurchased by the company, which have been fully used for “Baichuan convertible bonds”), and the total share capital has increased to 593165169 shares, which has diluted the company’s earnings per share in the short term.
4、 Delisting arrangement
This redemption is full redemption. After the redemption, there will be no circulation or transaction of “Baichuan convertible bonds”, and “Baichuan convertible bonds” will no longer meet the listing conditions and need to be delisted.
From March 10, 2022, the “Baichuan convertible bonds” (bond Code: 128093) issued by the company will be delisted in Shenzhen Stock Exchange. For details, see the company’s designated information disclosure media “Securities Times”, “China Securities News” and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on delisting of “Baichuan convertible bonds” (Announcement No.: 2022051).
5、 Latest equity structure
As of the closing date of the redemption registration date (i.e. March 1, 2022), the latest share capital structure of the company is as follows:
Unit: shares
Before and after this change
Quantity proportion other quantity proportion
1、 Restricted tradable shares 12303247723.80% – 276412509539122716.08%
Executive locking shares 12303247723.80% – 276412509539122716.08%
2、 Tradable shares without restrictions 39394466576.20% 1038292774977394283.92%
3、 Total share capital 516977142100.00% 76188027593165169100.00%
Note: 1. The share capital before this change is the share capital as of July 8, 2020 (the trading day before the start of share conversion);
2. From July 8, 2020 to March 1, 2022, except for the change of share capital caused by the conversion of “Baichuan convertible bonds”, the company has not caused the change of share capital due to share allotment, additional issuance, share distribution, dividend distribution, division and other reasons.
6、 Consulting department for other matters: Securities Department of the company contact person: Chen Huimin, Miao bin Tel.: 051081629928 email: [email protected]. It is hereby announced.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) board of directors March 9, 2022
