Securities code: China National Nuclear Power Co.Ltd(601985) securities abbreviation: China National Nuclear Power Co.Ltd(601985) Announcement No.: 2022026
Bond Code: 163678 bond abbreviation: 20 nuclear power Y1
Bond Code: 175096 bond abbreviation: 20 nuclear power Y2
Bond Code: 175285 bond abbreviation: 20 nuclear power Y3
Bond Code: 175425 bond abbreviation: 20 nuclear power Y5
China National Nuclear Power Co.Ltd(601985) about
Announcement on redemption results and share changes of nuclear energy convertible bonds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Redemption amount: RMB 9637000 (96370 pieces)
Total redemption amount: RMB 972363663 (including current interest)
Redemption registration date: March 8, 2022
Redemption price: 100899 yuan / piece (including current interest)
Redemption payment date: March 9, 2022
Delisting date of convertible bonds: March 9, 2022
China National Nuclear Power Co.Ltd(601985) (hereinafter referred to as the company or the company) shares from December 16, 2021 to January 17, 2022 meet that the closing price of 15 trading days within 30 consecutive trading days is not less than 130% of the current conversion price of “nuclear energy convertible bonds” (i.e. 7.45 yuan / share). According to the relevant provisions of the prospectus for China National Nuclear Power Co.Ltd(601985) public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the conditional redemption clause of “nuclear energy convertible bonds” has been triggered.
On January 17, 2022, the second meeting of the Fourth Board of directors of the company deliberated and approved the proposal on early redemption of “nuclear energy convertible bonds”, and decided to exercise the right of early redemption of “nuclear energy convertible bonds” and redeem all the “nuclear energy convertible bonds” registered on the redemption registration date.
In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of convertible corporate bonds and the company’s prospectus, the following announcement is made to all holders of “nuclear energy convertible bonds” on matters related to Redemption:
1、 Announcement of this convertible bond redemption
(I) achievement of redemption conditions
From December 16, 2021 to January 17, 2022, the closing price of the company’s shares for 15 trading days within 30 consecutive trading days is not lower than 130% (i.e. 7.45 yuan / share) of the current conversion price of “nuclear energy convertible bonds”, which has met the redemption conditions of “nuclear energy convertible bonds”.
(II) procedure performance
On January 17, 2022, the company held the second meeting of the Fourth Board of directors, which deliberated and approved the proposal on early redemption of “nuclear energy convertible bonds”, and decided to exercise the right of early redemption of “nuclear energy convertible bonds” and redeem all the “nuclear energy convertible bonds” registered on the redemption registration date. At the same time, the board of directors authorized the management to be responsible for all matters related to the subsequent redemption of “nuclear energy convertible bonds”, including but not limited to determining specific matters such as redemption time, procedure, price and payment method. For details, please refer to China National Nuclear Power Co.Ltd(601985) notice on early redemption of nuclear energy convertible bonds (Announcement No. 2022005) disclosed by the company on January 18, 2022. The company disclosed the first notice of China National Nuclear Power Co.Ltd(601985) on redemption and delisting of nuclear energy convertible bonds on January 27, 2022 (see Announcement No. 2022007 of the company for details), which were issued on January 29, 2022, February 9, 2022, February 12, 2022, February 16, 2022, February 19, 2022, February 23, 2022, February 26, 2022 On March 2, 2022, March 5, 2022 and March 8, 2022, 10 suggestive announcements on the redemption of “nuclear energy convertible bonds” were disclosed. The relevant redemption matters are as follows:
1. Redemption registration date and redemption object
The redemption object is all the holders of “nuclear energy convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”) after the closing of the market on March 8, 2022.
2. Redemption price
According to the provisions on conditional redemption in the prospectus of the company, the redemption price is 100899 yuan / piece (face value plus accrued interest in the current period).
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 to be redeemed 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).
The coupon annual interest rate of the current interest year (from April 15, 2021 to April 14, 2022) is 1%; The number of interest days is 328 days from the value date April 15, 2021 to the redemption date of this interest year March 9, 2022 (counting the beginning but not the end);
Current accrued interest = 100 × 1% × 328 / 365 = 0.899 yuan / piece;
Redemption price = face value + current accrued interest = 100 + 0.899 = 100899 yuan / piece.
According to the individual income tax law of the people’s Republic of China and other relevant tax regulations and documents, individual investors in convertible corporate bonds (including securities investment funds) shall pay income tax on individual interest income of bonds at the tax rate of 20% of the interest amount, that is, the redemption amount of convertible corporate bonds per 100 yuan of face value is 100899 yuan (before tax), The actual distribution and redemption amount is RMB 100719 (after tax). The individual income tax on the interest of convertible corporate bonds will be uniformly withheld and paid by each cashing institution and directly to the tax department where each cashing institution is located. If each interest payment outlet fails to perform the obligation of withholding and paying the individual income tax of the above bond interest, the resulting legal liability shall be borne by each interest payment outlet.
According to the enterprise income tax law of the people’s Republic of China and other relevant tax regulations and documents, for resident enterprises holding convertible corporate bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution and redemption amount of convertible corporate bonds per 100 yuan of face value is 100899 yuan (including tax).
For non resident enterprises such as qualified foreign institutional investors holding current bonds, according to the announcement of the Ministry of Finance and the State Administration of Taxation on extending the enterprise income tax and value-added tax policies of overseas investment institutions investing in the domestic bond market (Announcement No. 34 of the Ministry of Finance and the State Administration of Taxation, 2021), from November 7, 2021 to December 31, 2025, The bond interest income obtained by overseas institutions investing in the domestic bond market is temporarily exempted from enterprise income tax and value-added tax. Therefore, for qualified foreign institutional investors (including QFII and rqfii) holding the current bonds, the company will distribute the redemption amount according to the pre tax redemption amount, and the actual face value of the holder is 100899 yuan per 100 yuan of convertible corporate bonds.
3. Redemption payment date: March 9, 2022.
2、 The redemption results of the “nuclear convertible bonds” and the impact of the redemption on the company
(I) redemption balance
As of the closing of the market on the redemption registration date (March 8, 2022), the balance of “nuclear energy convertible bonds” is RMB
9637000 yuan, accounting for 0.12% of the total amount of 780000000000 yuan issued by “nuclear energy convertible bonds”.
(II) share conversion
As of the closing date of the redemption registration date (March 8, 2022), a total of 7790363000 yuan has been accumulated
The “nuclear energy convertible bonds” have been converted into shares of the company, accounting for 99.88% of the total issuance of “nuclear energy convertible bonds”, with a cumulative conversion of shares
The number was 1359567507 shares, accounting for 8.73% of the total issued shares of the company before the conversion of “nuclear energy convertible bonds”.
From January 1, 2022 to March 8, 2022, a total of 758 Chongqing Chuanyi Automation Co.Ltd(603100) 0 yuan of “nuclear energy transfer”
“Debt” is converted into shares of the company, and the number of shares converted is 1323910885 shares. During the period, due to the company’s conversion of convertible bonds into shares
The share changes caused by the exercise of stock option incentive plan are as follows:
Unit: shares
Before the change and after the current equity change
Share category (December 31, 2021, exercise date of this convertible bond to share incentive (March 8, 2022)
Limited sale conditional flow 4477611930447761193 shares
Unlimited conditional flow 1707494965913239108851199304184 Chengdu Xingrong Environment Co.Ltd(000598) 48 shares
Total share capital 175227108521323910885119930418847821041
(III) suspension of trading and conversion of convertible bonds
From March 9, 2022, “nuclear energy convertible bonds” will stop trading and share conversion, and 9637000 shares have not been converted
Yuan “nuclear energy convertible bonds” will be frozen.
(IV) redemption amount according to the data provided by CSDCC Shanghai Branch, the company’s redemption is “verified”
The number of “convertible bonds” is 96370, and the total redemption amount is 972363663 yuan (including current interest),
The redemption payment date is March 9, 2021.
(V) impact of this redemption on the company
The total redemption amount of this “nuclear energy convertible bond” is 972363663 yuan (including current interest),
No significant impact on the company’s financial position, operating results and cash flow. This “nuclear energy convertible bond” conversion
After completion, the total share capital of the company increased to 18847821041 shares, which increased the capital strength of the company and improved the anti risk ability of the company. Due to the increase of total share capital, the earnings per share of the company will be diluted in the short term.
3、 Subsequent events of this convertible bond redemption
From March 9, 2022, “nuclear energy convertible bond” (convertible bond code 113026) will be delisted in Shanghai Stock Exchange.
It is hereby announced.
China National Nuclear Power Co.Ltd(601985) board of directors March 10, 2022
