Securities code: 000582 securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022001 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
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.
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Stock Code: 000582 stock abbreviation: Beibu Gulf Port Co.Ltd(000582)
Bond Code: 127039 bond abbreviation: Beigang convertible bond
Conversion price: RMB 8.35/share
Conversion time: January 5, 2022 to June 28, 2027
1、 Overview of convertible bond issuance and listing
(i) Issuance of convertible bonds
Approved by the reply on approving Beibu Gulf Port Co.Ltd(000582) public issuance of convertible corporate bonds (zjxk [2021] No. 1185) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), on June 29, 2021, Beibu Gulf Port Co.Ltd(000582) (hereinafter referred to as the “company”) publicly developed 30 million convertible corporate bonds with a face value of 100 yuan each, The total issuance amount is 300 million yuan. The issuance method is preferential placement to the original shareholders of the company. The balance after the preferential placement by the original shareholders (including the part abandoned by the original shareholders) is issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), The balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) is issued to public investors through the trading system of Shenzhen Stock Exchange.
（2） Listing of convertible bonds
With the consent of SZS [2021] No. 713 document of Shenzhen Stock Exchange, the company’s convertible corporate bonds are listed and traded on Shenzhen Stock Exchange from July 23, 2021. The bonds are referred to as “Beigang convertible bonds” for short, and the bond code is “127039”.
（3） Convertible bonds to shares
According to relevant regulations and the prospectus for public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the conversion period of the company’s issuance of convertible corporate bonds starts from the first trading day six months after the end of the issuance of convertible bonds to the maturity date of convertible bonds, i.e. January 5, 2022 to June 28, 2027.
2、 Relevant terms of “Beigang convertible bond” conversion
(i) Number of copies issued: 30 million
（2） Issuance scale: 300 million yuan
（3） Face value: 100 yuan / piece
（4） Coupon rate: the coupon rate of this issuance is 0.20% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year. The redemption price at maturity is 108 yuan (including the last interest).
（5） Bond term: the term of convertible corporate bonds issued this time is spontaneous
Six years from the date of travel, i.e. June 29, 2021 to June 28, 2027.
（6） Conversion period: the conversion period of convertible bonds issued this time starts from the first trading day (January 5, 2022) six months after the end of the issuance of convertible bonds (July 5, 2021) to the maturity date of convertible bonds (June 28, 2027) (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
（7） Conversion price: RMB 8.35/share.
（8） Source of Conversion Shares: only new shares are used for conversion.
3、 Matters related to the declaration of convertible bonds to shares
(i) Conversion declaration procedure
1. The declaration of share conversion shall be made in the form of offer through the trading system of Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
2. The holder may apply to convert all or part of the “Beigang convertible bonds” in his account into the company’s shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
3. The minimum reporting unit for convertible bonds to shares is 1 piece, one piece is 100.00 yuan in face value, and the minimum unit converted into shares is 1 share; In case of multiple applications for share conversion within the same trading day, the number of share conversions will be calculated on a consolidated basis. The shares applied for conversion by the holders of convertible bonds must be integer shares. For the convertible bonds that are not enough to convert 1 share at the time of share conversion, the company will cash the face value of the convertible bonds and the corresponding accrued interest for the current period within 5 trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
4. The trading declaration of convertible corporate bonds has priority over the declaration of share conversion. If the amount of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds is greater than the amount of convertible corporate bonds actually owned by them, the shares shall be converted according to the amount actually owned by them, and the remaining part of the application shall be cancelled.
（2） Reporting time of share conversion
The holder may declare the conversion of shares during the conversion period (i.e. from January 5, 2022 to June 28, 2027) during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following times:
1. The period during which the conversion of shares is stopped in accordance with the relevant provisions of the prospectus;
2. According to relevant regulations, the period during which the company applies to stop the conversion of shares.
（3） Freezing and cancellation of convertible bonds
After confirming the validity of the share conversion application, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch will write down (freeze and cancel) the balance of convertible corporate bonds of convertible corporate bondholders, increase the corresponding number of shares of convertible corporate bondholders, and complete the change registration.
（4） Convertible bonds can be applied for conversion on the day when the new shares are listed and the rights and interests are enjoyed. The newly added shares of convertible corporate bonds may be listed and circulated on the next trading day after the declaration of share conversion. The new shares converted from convertible corporate bonds enjoy the same rights and interests as the original shares.
（5） Relevant taxes in the process of share conversion
In case of any relevant taxes during the conversion of convertible corporate bonds into shares, the taxpayers shall bear them by themselves.
（6） Ownership of interest in the conversion year
The “Beigang convertible bond” adopts the interest payment method of paying interest once a year, and the principal and interest of the last year shall be returned when due. The starting date of interest calculation is the first day of issuance of Beigang convertible bonds (i.e. June 29, 2021). The interest payment date of each year is the date of each full year from the first date of issuance of the convertible bonds issued this time. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. Every two adjacent interest payment days is an interest year. For the convertible bonds applied for conversion into the company’s shares before the interest payment creditor’s rights registration date (including the interest payment creditor’s rights registration date), the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
4、 Adjustment of convertible bond to share price
(i) Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 8.35 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day.
The average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
（2） Adjustment of conversion price
As of the disclosure date of this announcement, the price of convertible bonds to shares of the company has not changed.
（3） Adjustment method and calculation formula of conversion price
After the issuance of convertible bonds, when the company changes its shares due to the distribution of stock dividends, conversion of share capital, issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds), allotment of shares and distribution of cash dividends, the conversion price will be adjusted according to the following formula (two decimal places shall be reserved and the last one shall be rounded):
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n)
Additional shares or allotment: P1 = (P0 + A * k) / (1 + k)
The above two items shall be carried out simultaneously: P1 = (P0 + A * k) / (1 + N + k)
Cash dividend: P1 = P0 － D
The above three items shall be carried out simultaneously: P1 = (p0-d + A * k) / (1 + N + k)
Where: P0 is the conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish an announcement on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the share conversion price is on or after the application date of the convertible bond holder for share conversion and before the registration date of the converted shares, the holder’s share conversion application shall be executed according to the adjusted share conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible bonds or the derivative rights and interests of convertible bonds, the company will, according to the specific circumstances, act in a fair, just The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible bonds. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at that time.
（4） Downward correction clause of conversion price
1. Correction range and correction authority
During the duration of this convertible bond, when the closing price of the company’s shares is lower than 85% of the current conversion price for 15 of any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction scheme for the conversion price and submit it to the general meeting of shareholders of the company for deliberation and voting. 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 conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
The above scheme can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares 20 trading days before the convening date of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day, and the revised price shall not be lower than the audited net asset value per share and the par value of the shares in the latest period.
2. Correction procedure
If the company’s general meeting of shareholders deliberates and approves the downward revision of the conversion price, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media of listed companies designated by the CSRC, announcing the revision range, equity registration date and the period of suspension of conversion (if necessary). From the first trading day after the equity registration date (i.e. the conversion price correction date), the application for conversion shall be resumed and the revised conversion price shall be implemented. If the correction date of the conversion price is on or after the conversion application date and before the conversion stock registration date, such conversion application shall be executed according to the corrected conversion price.
（5） How to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
When the convertible bond holder applies for share conversion during the share conversion period, the calculation method of the number of shares converted is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: V is the total face value of convertible bonds applied for conversion by the holders of convertible bonds; P is the effective conversion price on the date of application for conversion.
The shares applied for conversion by the holders of convertible bonds must be integer shares. If the convertible bond balance is insufficient to be converted into one share at the time of share conversion, the company will cash the convertible bond balance insufficient to be converted into one share within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shenzhen Stock Exchange, securities registration authority and other departments. The current accrued interest corresponding to the balance of this convertible bond converted into one share will be paid in accordance with the relevant provisions of the securities registration authority and other departments.
5、 Redemption terms and resale terms of convertible bonds
(i) Redemption clause
1. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares at the price of 108% of the face value of the bonds (including the last interest).
2. Conditional redemption clause
During the convertible bonds to shares period, if any of the following two situations occurs, 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 in the current period:
1) The closing price of the company’s shares on at least 15 trading days in any 30 consecutive trading days shall not be lower than 130% (including 130%) of the current conversion price;
2) When the balance of convertible bonds not converted into shares is less than RMB 30 million. 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 bond to be redeemed held by the convertible bond holder;
i: Refers to the coupon rate of the convertible bond in the current year;
t: It refers to the number of interest days. Before the first interest payment date, it refers to the actual calendar days from the start date of interest calculation to the redemption date of this interest year (the beginning does not count the end); After the first interest payment date, it refers to the actual calendar days from the previous interest payment date to the redemption date of this interest bearing year (the beginning does not count the end).
The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day after six months from the date of issuance to the maturity date of this convertible bond.
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） Resale clause
1. Additional resale clause
If there is a significant change in the implementation of the use of the raised funds of the convertible bonds compared with the commitments of the company in the prospectus, and the change is recognized by the CSRC as changing the purpose of the raised funds, the holders of the convertible bonds have the right to resell part or all of the convertible bonds held by them to the company at the price of face value plus current accrued interest. Under the above circumstances, the holders of the convertible bonds may carry out resale within the resale reporting period after the announcement of the company, and shall not implement it during the resale reporting period
