Securities code: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022029 bond Code: 127042 bond abbreviation: Jiamei convertible bond
Jiamei food packaging (Chuzhou) Co., Ltd
Announcement on the resale of Jiamei 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. Resale price: 100187 yuan / piece (including current accrued interest and tax)
2. Resale declaration period: March 25, 2022 – March 31, 2022
3. Arrival date of the issuer’s funds: April 7, 2022
4. Date of receipt of investors’ resale funds: April 11, 2022
5. This resale is not mandatory
Jiamei food packaging (Chuzhou) Co., Ltd. (hereinafter referred to as “the company”) deliberated and adopted the proposal on adjusting the amount to be invested in some raised investment projects and new raised investment projects respectively at the first bondholders’ meeting in 2022 and the first extraordinary general meeting in 2022, According to the agreement on the additional resale terms of “Jiamei convertible bonds” in the prospectus for the public offering of convertible corporate bonds by Jiamei food packaging (Chuzhou) Co., Ltd. (hereinafter referred to as the “prospectus”), the additional resale terms of “Jiamei convertible bonds” come into force. The matters related to the resale are hereby announced to all holders of “Jiamei convertible bonds” as follows:
1、 Overview of resale terms
(I) reasons for the effectiveness of the resale clause
The company held the 17th meeting of the second board of directors on February 23, 2022, the first extraordinary general meeting of shareholders in 2022 and the first bondholders’ meeting in 2022 on March 15, 2022, and deliberated and adopted the proposal on adjusting the amount to be invested in some raised investment projects and new raised investment projects, It is agreed to reduce the investment amount of the raised funds of the investment project “Xiaogan sterile paper bag production line construction project” raised by the public offering of convertible corporate bonds, and the reduced raised funds are planned to be used for the new sterile paper bag filling and production expansion project of Chuzhou Huaguan Beverage Co., Ltd. See the company on February 24, 2022 for details
Securities code: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022029 bond Code: 127042 bond abbreviation: Jiamei convertible bond
Information network (www.cn. Info. Com. CN.) Announcement on adjusting the proposed investment amount of some raised investment projects and new raised investment projects (Announcement No.: 2022021). According to the provisions of the company’s prospectus, the additional resale clause of “Jiamei convertible bonds” takes effect.
(II) additional resale terms
According to the provisions of the company’s prospectus, the additional resale terms are as follows: if the implementation of the investment project of the raised funds of the company’s convertible corporate bonds issued this time changes significantly compared with the company’s commitment in the prospectus, it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, The holders of convertible corporate bonds have the right to sell back at one time. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the face value of the bonds plus the current accrued interest. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, the additional resale right shall not be exercised again.
The calculation formula of the above 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 to be resold held by the holders of convertible bonds issued this time;
i: Coupon rate of the current year;
t: It refers to the number of interest bearing days, that is, the actual calendar days from the first day of issuance of convertible corporate bonds or the last interest payment date to the resale date of this interest bearing year.
(III) resale price
According to the interest calculation method in the additional resale terms agreed in the prospectus, the interest rate is determined to be 0.30% (the coupon rate of “Jiamei convertible bonds” in the first year (August 9, 2021 to August 8, 2022), the interest calculation date is August 9, 2021 to March 25, 2022 (the beginning does not count the end), the interest is 0.187 yuan / piece (including tax), and the resale price is 100187 yuan / piece (including interest and tax).
According to the relevant provisions of relevant tax laws and regulations, for individual investors holding “Jiamei convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and remitted by the securities company and other cashing and distribution institutions at the tax rate of 20%. The company will not withhold and remit the income tax, and the actual income from resale is 100150 yuan / piece; Qualified foreign investors (QFII and rqfii) holding “Jiamei convertible bonds” are exempted from income tax, and the actual income from resale is 100187 yuan / piece; For other bondholders holding “Jiamei convertible bonds”, the company does not
Securities code: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022029 bond Code: 127042 bond abbreviation: Jiamei convertible bond
Withholding and paying income tax, the actual income from resale is 100187 yuan / piece, and the income tax on bond interest shall be paid by itself.
2、 The procedures and payment methods of this resale of convertible bonds
(I) publicity period of resale matters
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), if the investment project of raised funds is changed with the approval of the general meeting of shareholders, the company shall give the holders of convertible corporate bonds the right of one-time resale within 20 trading days after the adoption of the general meeting of shareholders, and the relevant resale announcement shall be issued at least three times. Among them, it shall be released at least once before the implementation of the resale and within five trading days after the announcement of the resolution of the general meeting of shareholders, at least once during the implementation of the resale, and the release time of the remaining resale announcement shall be determined as needed.
In view of the above provisions, the company will publish the information on the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.) Issue the above suggestive announcement on resale.
(II) items to be reported for resale
The bondholder exercising the repurchase right shall make the repurchase declaration through the system of Shenzhen stock exchange during the repurchase declaration period from March 25, 2022 to March 31, 2022, and the order can be cancelled on the day of the repurchase 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. The bondholders are reminded that before the issuance date of the resale funds, if the bondholders have judicial freezing or deduction, the resale declaration business will become invalid.
The holders of “Jiamei convertible bonds” can resell part or all of the “Jiamei convertible bonds” they hold that have not been converted into shares. The holders of “Jiamei convertible bonds” have the right to choose whether to resell, and the company’s resale is not mandatory.
(III) payment method
The company will resell the “Jiamei convertible bonds” at the price specified above, and the company entrusts China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to conduct clearing and settlement through the capital clearing system. According to the relevant business rules of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the arrival date of investors’ resale funds is April 11, 2022. After the expiration of the resale period, the company will announce the results of the resale and the impact of the resale on the company. 3、 Transactions during resale
“Jiamei convertible bonds” continue to trade during the resale period. If “Jiamei convertible bonds” hold
Securities code: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) securities abbreviation: Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) Announcement No.: 2022029 bond Code: 127042 bond abbreviation: Jiamei convertible bond
If two or more offer applications for trading, custody transfer, stock conversion and resale are issued, the applications shall be processed in the following order: trading, resale, stock conversion and custody transfer.
4、 Documents for future reference
1. The company’s application for the resale of “Jiamei convertible bonds”
2. Zhongtai Securities Co.Ltd(600918) verification opinions on matters related to the resale of convertible corporate bonds of the company
3. Legal opinion of Beijing Guofeng law firm on the resale of convertible corporate bonds of the company
It is hereby announced.
Board of directors of Jiamei food packaging (Chuzhou) Co., Ltd. March 18, 2022
