Securities code: East Money Information Co.Ltd(300059) securities abbreviation: China Stock Market News Announcement No.: 2022033 bond Code: 123111 bond abbreviation: dongcaizhuan 3
China Stock Market News Information Co., Ltd
Announcement on the suspension of trading and share conversion of “Dongcai Zhuan 3”
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.
Important content tips:
1. The redemption price of “dongcaizhuan 3” (bond Code: 123111): 100.18 yuan / piece (the face value of the bond plus the accrued interest of the current period (including tax), and the current interest rate is 0.20%). The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “settlement company”). 2. Redemption registration date: February 28, 2022
3. Stop trading and share conversion date: March 1, 2022
4. Redemption date: March 1, 2022
5. Arrival date of the issuer’s funds (to the account of the clearing company): March 4, 2022
6. Arrival date of redemption money of investors: March 8, 2022
7. From January 25, 2022 to February 28, 2022, the company has published 21 suggestive announcements on the implementation of “Dongcai Zhuan 3” redemption on the website of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the information disclosure media meeting the conditions stipulated by the CSRC. Please refer to the majority of investors.
8. According to the arrangement, after the closing of the market on February 28, 2022, the “dongcaizhuan 3” that has not been converted into shares will be forcibly redeemed. After this redemption, the “dongcaizhuan 3” will be delisted from the Shenzhen Stock Exchange.
1、 Overview of redemption
1. Trigger redemption
On April 7, 2021, the company issued 158 million convertible corporate bonds “Dongcai Zhuan 3” to unspecified objects, with a face value of 100 yuan each and a total issuance amount of 15.8 billion yuan. The initial share conversion price of “Dongcai Zhuan 3” is 28.08 yuan / share. Due to the implementation of the equity distribution plan in 2020, the share conversion price will be adjusted to 23.35 yuan / share from May 27, 2021 (ex right and ex dividend date).
“Dongcai Zhuan 3” entered the stock conversion period on October 13, 2021, and triggered the conditional redemption clause for the first time on November 2, 2021. On the same day, the company held the 18th meeting of the Fifth Board of directors and decided not to exercise the early redemption right of “Dongcai Zhuan 3” and not to redeem “Dongcai Zhuan 3” in 2021.
Recalculated on the first trading day after January 1, 2022, the closing price of the company’s shares for 15 consecutive trading days from January 4, 2022 to January 24, 2022 shall not be lower than 130% (30.36 yuan / share) of the current conversion price (23.35 yuan / share), The conditional redemption terms agreed in the prospectus for the issuance of convertible corporate bonds to unspecified objects on the gem of China Stock Market News Information Co., Ltd. (hereinafter referred to as the “prospectus”) have been triggered. The 19th meeting of the 5th board of directors of the company deliberated and approved the proposal on redemption of all issued convertible corporate bonds, and decided to exercise the redemption right of “dongcaizhuan 3” and redeem all “dongcaizhuan 3” registered on the redemption registration date at the price of face value of convertible bonds plus accrued interest in the current period.
2. Redemption clause
According to “(2) conditional redemption terms” in “(x) 11. Redemption terms” of “(XI) main terms of this offering” of “II. Overview of this offering” in Section II of the prospectus:
During the period of convertible bonds to shares, if the closing price of the company’s shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, the company has the right to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the convertible bonds plus the accrued interest of the current period. The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
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 the convertible bonds held by the holders of the convertible bonds;
i: Refers to the coupon rate of this convertible bond in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest date to the redemption date of this interest year (the beginning does not count the end).
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 day, and according to the adjusted conversion price and closing price on the adjustment day and subsequent trading days.
2、 Redemption implementation arrangement
1. Redemption price
According to the provisions on conditional redemption in the prospectus, the redemption price of “Dongcai Zhuan 3” is 100.18 yuan / piece. The calculation process is as follows:
The calculation formula of current accrued interest is: ia = B × i × T / 365, in which: interest days: the actual calendar days from the start date of interest calculation (April 7, 2021) to the redemption date of this interest year (March 1, 2022) are 328 days (the beginning does not count the end).
Current interest ia = b × i × t/365100 × 0.20% × 328 / 365 = 0.18 yuan / piece
Redemption price = face value of bonds + current interest = 100.18 yuan / piece
The tax deduction of investors’ bond interest income is described as follows:
According to the individual income tax law of the people’s Republic of China and other relevant tax regulations and documents, individual investors in corporate convertible bonds (including securities investment funds) shall pay individual income tax on bond interest income, and the tax rate is 20% of the interest amount. For non resident enterprises such as qualified foreign institutional investors holding current convertible bonds (the meaning is the same as the enterprise income tax law of the people’s Republic of China), According to the notice of the Ministry of Finance and the State Administration of Taxation on the policies of income tax and value-added tax for enterprises invested by overseas institutions in the domestic bond market (CS [2018] No. 108) and the notice of the Ministry of Finance and the State Administration of Taxation on the continuation of the policies of income tax and value-added tax for enterprises invested by overseas institutions in the domestic bond market (Notice No. 34 of the Ministry of Finance and the State Administration of Taxation in 2021), From November 7, 2021 to December 31, 2025, the bond interest income obtained by overseas institutions investing in the domestic bond market will be temporarily exempted from corporate income tax and value-added tax.
According to the enterprise income tax law of the people’s Republic of China and other relevant tax regulations and documents, the income tax on bond interest of resident enterprises holding convertible bonds shall be paid by themselves.
2. Redemption object
All “Dongcai Zhuan 3” registered after the closing of the market on February 28, 2022.
3. Redemption procedure and schedule
(1) March 1, 2022 is the redemption date of “Dongcai Zhuan 3”. Since March 1, 2022, “Dongcai Zhuan 3” has stopped trading and share conversion. After the completion of this early redemption, “Dongcai Zhuan 3” will be delisted in Shenzhen Stock Exchange. (2) March 4, 2022 is the company’s payment date for the redemption of “dongcaizhuan 3”, and March 8, 2022 is the date when the redemption reaches the capital account of “dongcaizhuan 3” holders. At that time, the redemption of “dongcaizhuan 3” will be directly transferred to the capital account of “dongcaizhuan 3” holders through Convertible Bond Custody brokers.
(3) The company will disclose the announcement of redemption results and the announcement of delisting of convertible bonds on the website of Shenzhen Stock Exchange and the information disclosure media meeting the conditions stipulated by the CSRC within 7 trading days after the redemption.
3、 Consultation mode
Consulting department: Secretary Office of the board of directors of the company
Tel.: 02154660526
4、 Documents for future reference
1. Resolution of the 19th meeting of the 5th board of directors of China Stock Market News Information Co., Ltd
2. Resolution of the 15th meeting of the board of supervisors of stock China
3. Independent opinions of independent directors of China Stock Market News Information Co., Ltd. on relevant matters
4. Legal opinion of Guohao law firm (Shanghai) on China Stock Market News Information Co., Ltd. exercising the early redemption right of “dongcaizhuan 3”
5. China International Capital Corporation Limited(601995) verification opinions on China Stock Market News Information Co., Ltd. exercising the right of early redemption of “dongcaizhuan 3”
It is hereby announced.
Board of directors of China Stock Market News Information Co., Ltd. March 1, 2002
