Stock Code: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) stock abbreviation: Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Announcement No.: 2022014 bond Code: 128026 bond abbreviation: Zhongxing convertible bond
Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Announcement on the resale of “Zhongxing 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. Important tips
Bond Code: 128026 bond abbreviation: Zhongxing convertible bond
Face value of convertible bonds: 100 yuan / piece resale price: 100468 yuan / piece (including interest and tax)
Satisfaction date of resale conditions: March 10, 2022
Resale declaration period: March 18, 2022 to March 24, 2022
Arrival date of the issuer’s funds: March 29, 2022
Transfer date of resale money: March 30, 2022
Arrival date of investors’ resale funds: March 31, 2022
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company” or “the company”) the closing price of the shares from January 21, 2022 to March 10, 2022 has been lower than 70% of the current “Zhongxing convertible bonds” conversion price for 30 consecutive trading days, and the “Zhongxing convertible bonds” are in the last two interest bearing years, According to the provisions of the prospectus for the public offering of convertible corporate bonds by Tianshui Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. (hereinafter referred to as the “prospectus”), the conditional resale clause of “Zhongxing convertible bonds” takes effect.
In accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the prospectus and other relevant provisions, the company hereby announces the matters related to the resale of “Zhongxing convertible bonds” as follows:
1、 Overview of resale terms of “Zhongxing convertible bonds”
The specific contents of the conditional resale terms agreed by the company in the prospectus are as follows:
In the last two interest bearing years of the convertible corporate bonds, if the closing price of the company’s shares is lower than 70% of the current conversion price for 30 consecutive trading days, the holders of the convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company according to the face value plus the accrued interest of the current period. If the conversion price has been adjusted within the above trading days, the conversion price and closing price before the conversion price adjustment day shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and the conversion price and closing price after the conversion price adjustment day and subsequent trading days. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years, the holders of convertible corporate bonds can exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, the repurchase right cannot be exercised in that interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
The above calculation formula of current accrued interest is: ia = B3 × i × t÷365
Ia: interest accrued in the current period;
B3: refers to the total face value of convertible corporate bonds to be resold held by the holders of convertible corporate bonds issued this time;
i: Refers to the current year’s coupon rate of convertible corporate bonds;
t: It refers to the number of interest days, that is, the actual number of days from the last interest payment date to the resale date of this interest year (the beginning does not count the end).
2、 Reasons and plan for the resale of “Zhongxing convertible bonds”
(I) reasons for the effectiveness of conditional resale clause
The duration of “Zhongxing convertible bonds” starts and ends from December 13, 2017 to December 13, 2023, and is currently in the last two interest bearing years.
From January 21, 2022 to March 10, 2022, the closing price of the company’s shares was lower than 70% (i.e. 7.952 yuan / share) of the current conversion price of “Zhongxing convertible bonds” (11.36 yuan / share) for 30 consecutive trading days, meeting the provisions of the conditional resale terms of “Zhongxing convertible bonds” for the first time. According to the provisions of the prospectus, the conditional resale terms of “Zhongxing convertible bonds” came into force, The holder may exercise the resale right once.
(II) resale price
According to the above conditional resale terms agreed in the prospectus, the resale price is the nominal amount of “Zhongxing convertible bonds” plus the accrued interest of the current period.
The calculation formula of current accrued interest is: ia = B3 × i × t÷365
B3 = 100 yuan / piece;
I = 1.8% (the coupon rate of “Zhongxing convertible bonds” in the fifth year is 1.8%);
T = 95 days (from December 13, 2021 to March 18, 2022, counting the beginning but not the end);
Ia = 0.468 yuan / piece
The resale price of “Zhongxing convertible bonds” is 100468 yuan / piece (including interest and tax).
For individual investors and bondholders of securities investment funds who hold “Zhongxing convertible bonds”, according to the provisions of relevant tax laws, regulations and documents, the interest income tax shall be withheld and paid by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company will not withhold and pay income tax, and the actual price of resale of “Zhongxing convertible bonds” is 100374 yuan each; For qualified foreign investors (QFII and rqfii) holding “Zhongxing convertible bonds”, the income tax will be temporarily exempted according to the notice of the Ministry of Finance and the State Administration of Taxation on the enterprise income tax and value-added tax policies of overseas institutions investing in the domestic bond market (CS 2018 [108]) and the relevant decisions made at the executive meeting of the State Council on October 27, 2021, The actual price of resale “Zhongxing convertible bonds” is 100468 yuan per share; For other bondholders holding “Zhongxing convertible bonds”, the company will not withhold and pay income tax. The actual price of resale of “Zhongxing convertible bonds” is 100468 yuan, and other bondholders will pay bond interest income tax by themselves.
(III) resale rights
The holders of “Zhongxing convertible bonds” can resell part or all of the “Zhongxing convertible bonds” that have not been converted into shares. The holders of “Zhongxing convertible bonds” have the right to choose whether to carry out the resale. This resale is not mandatory.
3、 Resale procedure and payment method
(I) announcement period of resale
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the company shall disclose the resale announcement before the opening of the market on the next trading day that meets the conditions for the resale of convertible corporate bonds, and issue a resale reminder announcement at least once every five trading days thereafter, And announce the resale results and their impact after the end of the resale period.
(II) reporting period of resale
The holders of “Zhongxing convertible bonds” exercising the resale right shall make a resale declaration through the trading system of Shenzhen stock exchange during the resale declaration period from March 18, 2022 to March 24, 2022, and the order can be cancelled on the day of the resale declaration. Once the resale declaration is confirmed, it cannot be revoked. If the declaration fails on the day of declaration, the declaration can be continued on the next day (within the declaration period). If the bondholder fails to make a repurchase declaration within the repurchase declaration period, it shall be deemed to have unconditionally waived the repurchase right. Before the arrival date of investors’ resale funds, if the convertible corporate bonds that have been declared for resale are subject to judicial freezing or deduction, the bond holder’s resale declaration business will become invalid.
(III) payment method
The company will resell “Zhongxing convertible bonds” at the resale price specified above, and the company entrusts China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to conduct clearing and settlement through its capital clearing system. According to the relevant business rules of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the arrival date of the issuer’s funds is March 29, 2022, the transfer date of the resale proceeds is March 30, 2022, and the arrival date of the investor’s resale proceeds is March 31, 2022. After the resale period expires, the company will announce the results of this resale and the impact of this resale on the company. 4、 Transactions and precautions during resale
“Zhongxing convertible bonds” will continue to trade during the resale period. If the holder of “Zhongxing convertible bonds” sends two or more offer applications for trading, custody transfer, stock conversion and resale on the same trading day, the application shall be processed in the following order: trading, resale, stock conversion and custody transfer.
5、 Documents for future reference
1. The company’s application for the resale of “Zhongxing convertible bonds”;
2. Legal opinion of Guohao law firm (Beijing) on the resale of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) convertible corporate bonds;
3. China International Capital Corporation Limited(601995) verification opinions on matters related to the resale of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) convertible corporate bonds.
It is hereby announced
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) board of directors March 10, 2022
