Securities code: 002838 securities abbreviation: Shandong Dawn Polymer Co.Ltd(002838) Announcement No.: 2022-002 bond Code: 128117 bond abbreviation: Dawn convertible bond
Shandong Dawn Polymer Co.Ltd(002838)
Announcement on the price adjustment of “dawn 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. Bond abbreviation: Dawn convertible bond bond Code: 128117
2. Conversion price before adjustment: RMB 28.83/share
3. Adjusted conversion price: RMB 28.78/share
4. Effective date of share conversion price adjustment: January 6, 2022
5. According to the prospectus for public offering of convertible corporate bonds disclosed by the company: in the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any 30 consecutive trading days is lower than 70% of the current conversion price, The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the price of face value plus accrued interest for the current period.
1、 Relevant provisions on the price adjustment of convertible corporate bonds
Shandong Dawn Polymer Co.Ltd(002838) (hereinafter referred to as “the company”) publicly issued 3.6 million convertible corporate bonds (bond Code: 128117, bond abbreviation: Dawn convertible bonds) on July 2, 2020 and listed on July 20, 2020. According to the prospectus for Shandong Dawn Polymer Co.Ltd(002838) public offering of convertible corporate bonds and the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on the issuance of convertible corporate bonds, after this issuance, if the company distributes stock dividends, converts to increase share capital In case of additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends, the conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
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: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; N is the ratio of stock dividends or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share.
In case of any change in the above shares and / or shareholders’ equity, the company will adjust the conversion price in turn, publish an announcement on the conversion price adjustment on the information disclosure media of listed companies designated by the China Securities Regulatory Commission, and specify the conversion price adjustment date, adjustment measures and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion shall be executed according to the adjusted 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 corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner 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 corporate bonds issued this time. 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.
2、 Adjustment of convertible corporate bond conversion price
On December 10, 2021, the company held the 17th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of exercise conditions in the second exercise period of 2019 stock option and restricted stock incentive plan, and the exercise period of the second stock option is from December 23, 2021 to December 22, 2022. According to the query results of China Securities Depository and Clearing Co., Ltd., from December 23, 2021 to January 4, 2022, the cumulative number of shares of the company’s A-share stock option incentive object that have exercised and completed the transfer is 1204200.
In view of the above reasons, according to the relevant provisions on the price adjustment of convertible corporate bonds, the price adjustment of “dawn convertible bonds” is as follows:
P1=（P0+A × k）/（1+k）=[28.83+10.541 × （1,204,200/408,047,950） × 100%）]/[1+（1,204,200/408,047,950） × 100%)] = 28.78 yuan / share (keep two decimal places according to the principle of rounding).
The adjusted conversion price shall take effect from January 6, 2022.
It is hereby announced.
Shandong Dawn Polymer Co.Ltd(002838) board of directors January 6, 2022
