Securities code: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) securities abbreviation: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) Announcement No.: 2022037 bond Code: 123024 bond abbreviation: Daile convertible bond
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
The sixth suggestive announcement on the redemption of “Dale 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.
Special tips:
1. Since the interest of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as “the company” or ” Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) )” Dale convertible bonds “from March 21, 2021 to March 20, 2022 will be paid on March 21, 2022, the starting date of current interest calculation during this redemption period is March 21, 2022, the coupon rate I of the current year is 1.5%, and the interest days are 1 day, Redemption price of “Dale convertible bonds” (bond Code: 123024) = face value of bonds (100 yuan / piece) + current interest (IA = b) × i × t/365100 × 1.50% × 1 / 365 = 0.004 yuan / piece) = 100004 yuan / piece. 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 “Clearing Company”).
2. Redemption registration date: March 21, 2022
3. Stop trading and share conversion date: March 22, 2022
4. Redemption date: March 22, 2022
5. Arrival date of the issuer’s funds (to the account of the clearing company): March 25, 2022
6. Arrival date of redemption money of investors: March 29, 2022
7. Redemption category: full redemption
Important risk tips:
1. “Dale convertible bonds” will stop trading, stop converting shares, be redeemed in advance and delisted
According to the arrangement, the company will forcibly redeem the “Daile convertible bonds” that have not been converted into shares after the closing of the market on March 21, 2022 at the price of 100004 yuan / piece. After this redemption, the “Daile convertible bonds” will be delisted from the Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). At present, there is a large difference between the secondary market price of “Dale convertible bonds” and the redemption price. If investors fail to convert shares in time, they may face losses. In particular, bondholders are reminded to pay attention to converting shares within the time limit.
2. The “Dale convertible bonds” held by investors who have not opened the gem trading authority cannot be converted into shares
If the bondholders of “Dale convertible bonds” convert their shares, they need to open the trading authority of gem. Investors who do not meet the requirements for the appropriateness management of GEM stocks and do not open the trading authority of gem cannot convert their “Dale convertible bonds” into stocks. Investors are reminded to pay attention to the risk of not being able to convert shares.
3. The trading day of “Dale convertible bonds” may be advanced
According to relevant regulations, if the circulating face value of “Dale convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the actual trading time of “Dale convertible bonds” may be advanced. Please pay attention to the announcement of the company in time.
4. The pledged or frozen “Dale convertible bonds” may not be convertible into shares
If the “Dale convertible bonds” held by the bondholders are pledged or frozen, it is suggested to lift the pledge and freeze before the date of stopping trading and share conversion, so as to avoid being redeemed due to the inability to convert shares.
1、 Overview of redemption
1. Trigger redemption
On March 21, 2019, the company publicly issued 2.1 million convertible corporate bonds with a face value of 100 yuan each and a total issuance amount of 21 million yuan. The initial conversion price of “Dale convertible bonds” is 24.90 yuan / share. On February 2, 2021, because the closing price of at least 15 trading days in any continuous 30 trading days is lower than 80% of the current conversion price, the company held the 12th meeting of the third board of directors The first extraordinary general meeting of shareholders in 2021 deliberated and approved the proposal on downward revision of the conversion price of “Dale convertible bonds”. The conversion price of “Dale convertible bonds” was revised downward from 24.9 yuan / share to 18.33 yuan / share, and the implementation date of the conversion price adjustment was February 3, 2021. According to the announcement on adjusting the price of Dale convertible bonds and shares disclosed by the company on May 25, 2021, due to the implementation of the 2020 equity distribution plan, the conversion price of “Dale convertible bonds” was adjusted from the original 18.33 yuan / share to 14.10 yuan / share, and the adjusted conversion price came into effect on June 1, 2021.
On February 14, 2022, “Dale convertible bonds” triggered the conditional redemption clause for the first time. On the same day, the company held the 21st Meeting of the third board of directors, deliberated and adopted the proposal on not redeeming Dale convertible bonds in advance. The board of directors combined with the current market situation and the actual situation of the company, in order to protect the interests of investors, It is decided not to exercise the early redemption right of this “Dale convertible bond” and not to redeem the “Dale convertible bond” in advance. If the subsequent “Dale convertible bonds” trigger the redemption terms again, the board of directors will hold a meeting again to decide whether to exercise the right of early redemption. For details, see the announcement on not redeeming Dale convertible bonds in advance disclosed by the company on cninfo.com on February 14, 2022.
From February 15, 2022 to March 7, 2022, the closing price of the company’s stock price for 15 trading days is not lower than 130% (i.e. 18.33 yuan / share) of the current conversion price of “Dale convertible bonds” (14.10 yuan / share). The relevant provisions on conditional redemption clauses in the prospectus for public issuance of convertible corporate bonds on GEM (hereinafter referred to as the “prospectus”) of the company have been triggered, and the proposal on early redemption of “Dale convertible bonds” was deliberated and adopted at the 22nd Meeting of the third board of directors of the company, Redeem all “Dale convertible bonds” registered on the redemption registration date at the price of the face value of the convertible bonds plus the accrued interest of the current period.
2. Redemption clause
During the conversion period of convertible bonds issued this time, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible bonds not converted into shares at the price of bond face value plus accrued interest in the current period: (1) during the conversion period of convertible bonds issued this time, If the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price. (2) When the balance of convertible bonds issued this time is less than 30 million yuan.
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 held by the holders of convertible bonds issued this time;
i: Coupon rate of 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).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment.
2、 Redemption implementation arrangement
1. Redemption price and basis
According to the provisions on conditional redemption in the prospectus, the redemption price of “Dale convertible bonds” is 100004 yuan / piece. The calculation process is as follows:
Since the interest of the company’s “Dale convertible bonds” from March 21, 2021 to March 20, 2022 will be paid on March 21, 2022, the starting date of current interest calculation during this redemption period is March 21, 2022, and the coupon rate I of that year is 1.5%.
The calculation formula of current accrued interest is: ia = B × i × T / 365, where: interest days: from the beginning of interest calculation
The actual calendar days from March 21, 2022 to the redemption date of this interest bearing year (March 22, 2022) are 1 day (the beginning does not count the end).
Current interest ia = b × i × t/365100 × 1.50% × 1 / 365 = 0.004 yuan / piece
Redemption price = face value of bonds + current interest = 100004 yuan / piece
The redemption price after tax deduction shall be subject to the price approved by zhongdeng company. The company will not withhold the interest income tax of the holder.
2. Redemption object
All holders of “Dale convertible bonds” registered after the closing of the market on March 21, 2022.
3. Redemption procedure and schedule
(1) The company will disclose at least three redemption implementation announcements on the information disclosure media designated by the CSRC within five trading days after meeting the redemption conditions to inform the holders of “Dale convertible bonds” of the redemption.
(2) March 21, 2022 is the last trading day and stock conversion day of “Dale convertible bonds”. According to relevant regulations, if the circulating face value of “Dale convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the actual trading time of “Dale convertible bonds” may be advanced. Please pay attention to the announcement of the company in time.
(3) March 22, 2022 is the redemption date of “Dale convertible bonds”. From March 22, 2022, “Daile convertible bonds” will stop trading and share conversion. After the completion of this early redemption, “Dale convertible bonds” will be delisted from the Shenzhen Stock Exchange. (4) March 25, 2022 is the company’s payment date for the redemption money of “Dale convertible bonds”, and March 29, 2022 is the date when the redemption money reaches the capital account of “Dale convertible bonds” holders. At that time, the redemption money of “Dale convertible bonds” will be directly transferred to the capital account of “Dale convertible bonds” holders through Convertible Bond Custody brokers.
(5) 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、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Daile convertible bonds” within six months before the redemption conditions are met
According to the self inspection of the company, within 6 months before the redemption conditions of this “Dale convertible bonds” are met (September 7, 2021 – March 7, 2022), Mr. Duan Zhiming, the actual controller and controlling shareholder of the company, sold 170851 “Dale convertible bonds”. In addition to the above circumstances, the actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not have other transactions of “Dale convertible bonds”.
4、 Other matters to be explained
1. If the holder of “Dale convertible bonds” handles the conversion of shares, he must report the conversion of shares through the securities company hosting the bonds. It is recommended that bondholders consult the securities company of the account before applying for the specific share conversion operation.
2. There is one application unit for convertible bonds to shares, one of which has a face value of 100 yuan, and the minimum unit converted into shares is one share; In case of multiple applications for share conversion within the same trading day, the number of shares converted will be calculated together. For the convertible bonds that are not enough to convert one share at the time of share conversion, the company will pay the face value of the convertible bonds and the corresponding accrued interest of the current period in cash within 5 trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
3. Convertible bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the declaration of convertible shares. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
5、 Review procedures for this redemption
(I) opinions of the board of directors
The company held the 22nd Meeting of the third board of directors on March 7, 2022, and deliberated and adopted the proposal on early redemption of “Dale convertible bonds”. Considering the current market situation and the actual situation of the company, the board of directors agreed that the company would exercise the right of early redemption of “Dale convertible bonds”, and planned to redeem all “Dale convertible bonds” in advance on March 22, 2022. According to the prospectus, the redemption price was the face value of the bonds (RMB 100) plus the accrued interest of the current period.
(II) opinions of the board of supervisors
The board of supervisors agreed to redeem the bonds in advance in accordance with the actual face value of RMB 100 in 2023 based on the current market conditions.
(III) opinions of independent directors
After deliberation, the independent directors believe that the exercise of the early redemption right of “Dale convertible bonds” and the determination of the redemption price of the company comply with the relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) The administrative regulations and the provisions on conditional redemption in the Prospectus have also fulfilled the necessary examination and approval procedures. The independent directors agree that the company redeems all the “Dale convertible bonds” registered on the redemption registration date at the price of the face value of the convertible bonds (RMB 100) plus the accrued interest of the current period.
(IV) legal opinions of law firms
The handling lawyer of Hunan Qiyuan law firm believes that as of the date of issuance of this legal opinion, the company has met the redemption conditions of convertible corporate bonds specified in the implementation rules and the prospectus; The redemption has been approved by the board of directors of the company and complies with the relevant provisions of the implementation rules; The company still needs to perform relevant information disclosure obligations in accordance with the implementation rules.
(V) verification opinions of the recommendation institution
Upon verification, Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) the conditions for exercising the early redemption right of “Dale convertible bonds” have been established. The above matters have been deliberated and approved at the 22nd Meeting of the third board of directors and the 15th meeting of the third board of supervisors. The independent directors of the company have expressed their independent opinions on the matter and fulfilled the necessary decision-making procedures, Comply with the requirements of relevant laws and regulations such as the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in 2018) and the provisions of the prospectus.
In conclusion, Dongxing Securities Corporation Limited(601198) has no objection to Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) this exercise of the early redemption right of “Dale convertible bonds”. 6、 Consultation mode
Consulting department: Securities Department of the company
Tel: 073189862900
7、 Documents for future reference
1. Resolutions of the 22nd Meeting of the third board of directors;
2. Resolutions of the 15th meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the 22nd Meeting of the third board of directors;
4. Hunan Qiyuan lawyer
