Sinomine Resource Group Co.Ltd(002738)
Securities code: 002738 securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022-002 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Suggestive announcement on the price adjustment of convertible corporate 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. Conversion price before adjustment: 15.42 yuan / share.
2. Adjusted conversion price: 15.45 yuan / share.
3. Effective date of this share conversion price adjustment: January 6, 2022.
1、 Relevant provisions on the price adjustment of “China Mining convertible bonds”
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company”) publicly issued 800 million yuan of convertible corporate bonds to the public on June 11, 2020 (bond abbreviation: China Mining convertible bonds, bond Code: 128111), According to the issuance terms of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”) and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, after this issuance, when the company distributes stock dividends, increases its share capital and issues new shares (excluding the increased share capital due to the conversion of convertible bonds into shares) When the allotment of shares changes the company’s shares and distributes 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）
Sinomine Resource Group Co.Ltd(002738)
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.
2、 Previous adjustments to the conversion price of “China Mining convertible bonds”
The initial conversion price of “China Mining convertible bonds” is 15.53 yuan / share.
On December 7, 2020, the company disclosed the suggestive announcement on the price adjustment of “China Mining convertible bonds” (Announcement No.: 2020-085). The company granted a total of 2.53 million restricted shares to 90 incentive objects. According to the relevant provisions on convertible bonds, the conversion price of “China Mining convertible bonds” has been adjusted from 15.53 yuan / share to 15.48 yuan / share since December 10, 2020.
On January 20, 2021, the company disclosed the suggestive announcement on the price adjustment of “China Mining convertible bonds” (Announcement No.: 2021-008). The company granted 620000 restricted shares to three incentive objects. According to relevant regulations on convertible bonds, the conversion price of “China Mining convertible bonds” has been adjusted from 15.48 yuan / share to 15.47 yuan / share since January 22, 2021.
On June 17, 2021, the company disclosed the suggestive announcement on the price adjustment of convertible bonds into shares (Announcement No.: 2021-040). Due to the implementation of the company’s plan for profit distribution and conversion of capital reserve into share capital in 2020. According to relevant regulations on convertible bonds, the conversion price of “China Mining convertible bonds” has been adjusted from 15.47 yuan / share to 15.42 yuan / share since June 23, 2021.
3、 Price adjustment of this “China Mining convertible bond” conversion
In the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2020, the exercise conditions have been met, a total of 41 incentive objects meet the exercise conditions, and the number of options available
Sinomine Resource Group Co.Ltd(002738) is 2.2185 million copies, the exercise price is 19.92 yuan / copy, and the vesting period is from December 6, 2021 to December 5, 2022.
According to the query results of China Securities Depository and Clearing Co., Ltd., from December 6, 2021 to December 31, 2021, 1930500 shares have been exercised in the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2020.
According to the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of “China Mining convertible bonds” will be adjusted accordingly, from the original 15.42 yuan / share to 15.45 yuan / share. [Note: P0 = 15.42 yuan / share, a = 19.92 yuan / share, k = 1930500 / (325175572-1930500) = 0.5972% (the total share capital of the company after closing on December 31, 2021 is 325175572 shares); P1 = (P0 + A × k) / (1 + k) = 15.45 yuan / share.]
The adjusted conversion price of “China Mining convertible bonds” will take effect on January 6, 2022.
It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors January 5, 2022
