Securities code: Hangcha Group Co.Ltd(603298) securities abbreviation: Hangcha Group Co.Ltd(603298) Announcement No.: 2022008 bond Code: 113622 bond abbreviation: Hangcha convertible bond
Hangcha Group Co.Ltd(603298)
Announcement on interest payment of convertible corporate bonds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● registration date of convertible bond interest conversion creditor’s rights: March 24, 2022
● interest payment date of convertible bonds: March 25, 2022
Hangcha Group Co.Ltd(603298) (hereinafter referred to as “the company” and “the company”) will pay the interest from March 25, 2021 to March 24, 2022 on the convertible bonds (hereinafter referred to as “Hangcha convertible bonds”) publicly issued on March 25, 2021. In accordance with relevant laws and regulations and the relevant provisions of the prospectus for Hangcha Group Co.Ltd(603298) public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the relevant matters are hereby announced as follows:
1、 Basic information of current bonds
1. Bond Name: Hangcha Group Co.Ltd(603298) convertible corporate bonds
2. Bond abbreviation: Hangcha convertible bond
3. Bond Code: 113622
4. Securities type: convertible corporate bonds that can be converted into A-Shares of the company
5. Issuance scale: the total amount of funds raised from the issuance of convertible corporate bonds is RMB 1150 million
6. Number of copies issued: 11.5 million
7. Face value and issue price: the face value of each convertible bond issued this time is 100 yuan, which is issued at face value
8. Bond term: the term of the convertible bonds issued this time is six years from the date of issuance, i.e. March 2021
March 25 to March 24, 2027
9. Coupon rate: 0.20% in the first year, 0.40% in the second year, 0.60% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year
10. Term and method of interest payment:
(1) Annual interest calculation:
Annual interest refers to the current year’s interest enjoyed by the holders of convertible bonds for each full year from the first date of issuance of convertible bonds according to the total face value of the convertible bonds held. The calculation formula of annual interest is:
Annual interest = total face value of convertible bonds held by the holder × Coupon rate applicable in the current year
(2) Interest payment method:
① The convertible bond adopts the interest payment method of paying interest once a year. The starting date of interest calculation is the first day of issuance of the convertible bond, i.e. March 25, 2021 (t day).
② Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. The company will no longer pay interest to the convertible bonds that have been converted or 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).
③ Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of the convertible bonds. If the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest. The interest year is between two adjacent interest payment days.
The tax payable on the interest income obtained by the holders of convertible bonds shall be borne by the holders. Within 5 working days after the maturity date of the convertible bonds issued this time, the company will repay the principal of all the convertible bonds that have not been converted into shares and the interest of the last year. The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shanghai Stock Exchange.
11. Conversion period: the conversion period of the convertible bonds issued this time starts from the first trading day six months after the end of the issuance of the convertible bonds (March 31, 2021, i.e. the date on which the raised funds are transferred to the issuer’s account) to the maturity date of the convertible bonds (i.e. October 8, 2021 to March 24, 2027; if the legal holidays or rest days are extended to the first working day thereafter, the interest payment during the extended period will not be calculated separately).
12. Conversion price: the initial conversion price of the convertible bonds issued this time is 23.48 yuan / share. Due to the implementation of the 2020 equity distribution plan by the company, the conversion price of “Hangcha convertible bonds” will be adjusted to 23.08 yuan / share from May 20, 2021. For details, see the company’s announcement on Shanghai Stock Exchange (www.sse. Com. CN.) on May 13, 2021 The disclosed Hangcha Group Co.Ltd(603298) suggestive announcement on adjusting the price of convertible bonds into shares (Announcement No.: 2021042).
13. Credit rating: the main credit rating of the company is AA +, and the credit rating of the convertible bonds issued this time is AA +; The rating outlook is stable
14. Credit rating agency: CSI PENGYUAN credit rating Co., Ltd
15. Guarantee matters: no guarantee is provided for this convertible bond
16. Registration, custody, entrusted bond dividend distribution and cashing Institution: China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”)
2、 This interest payment scheme
According to the provisions of the company’s prospectus, this interest payment is the first year of the company’s convertible bonds, and the interest period is from March 25, 2021 to March 24, 2022. The coupon rate of the current bond is 0.20% (tax included), that is, the interest exchange amount of each convertible bond with a face value of 100 yuan is 0.20 yuan (tax included). 3、 Registration date and interest payment date of interest paying bonds
1. Registration date of convertible bond interest conversion creditor’s rights: March 24, 2022
2. Issuing date of convertible bond interest conversion: March 25, 2022
4、 Interest payment object
The object of this interest payment is all holders of “Hangcha convertible bonds” registered in zhongdeng Shanghai branch after the closing of Shanghai Stock Exchange on March 24, 2022.
5、 Interest payment method
1. The company signed the agreement on entrusted agency bond cashing and interest conversion with zhongdeng Shanghai Branch, and entrusted zhongdeng Shanghai branch to cashing and interest conversion of bonds. If the company fails to transfer the bond cashing and interest conversion funds to the bank account designated by zhongdeng Shanghai Branch on time and in full, zhongdeng Shanghai Branch will terminate the entrusted agency bond cashing and interest conversion services according to the agreement, and the subsequent cashing and interest conversion work shall be handled by the company itself, and the relevant implementation matters shall be subject to the announcement of the company.
The company will transfer the full amount of interest of the bonds to the bank account designated by zhongdeng Shanghai Branch 2 trading days before the current interest exchange date.
2. After receiving the payment, zhongdeng Shanghai Branch will transfer the bond interest to the corresponding cashing institution (securities company or other institutions recognized by zhongdeng Shanghai Branch) through the capital settlement system, and the investor will receive the bond interest from the cashing institution.
6、 Notes on investors’ payment of corporate bond interest income tax
1. According to the individual income tax law of the people’s Republic of China and other relevant tax laws, regulations and documents, individual investors in corporate convertible bonds (including securities investment funds) shall pay income tax on individual interest income of bonds. The tax rate is 20% of the interest amount, that is, the interest exchange amount of each convertible bond with a face value of 100 yuan is 0.20 yuan (before tax), and the actual distributed interest is 0.16 yuan (after tax). The individual income tax on convertible bond interest will be uniformly withheld and paid by each cashing institution and directly to the tax department where each cashing institution is located. If each interest payment outlet fails to perform the obligation of withholding and paying the individual income tax of the above bond interest, the resulting legal liability shall be borne by each interest payment outlet.
2. According to the enterprise income tax law of the people’s Republic of China and other relevant tax regulations and documents, for resident enterprises holding convertible bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution amount of each convertible bond with a face value of RMB 100 is RMB 0.20 (including tax).
3. For non resident enterprises such as qualified foreign institutional investors and RMB foreign institutional investors holding current convertible bonds (the meaning is the same as the enterprise income tax law of the people’s Republic of China), according to the announcement on the continuation of enterprise income tax and value-added tax policies for overseas institutions investing in the domestic bond market (Announcement No. 34 of the Ministry of Finance and the State Administration of Taxation, 2021) issued by the Ministry of Finance and the State Administration of Taxation, From November 7, 2021 to December 31, 2025, the bond interest income obtained by overseas institutions investing in the domestic bond market will be temporarily exempted from corporate income tax and value-added tax. Therefore, the current bond interest obtained by the bondholders of non resident enterprises (including QFII and rqfii) is exempted from corporate income tax, that is, the actual distribution amount of each convertible bond with a face value of RMB 100 is RMB 0.20 (including tax). The scope of the above temporary exemption from enterprise income tax does not include the bond interest actually connected with the institutions and sites established by overseas institutions in China.
7、 Relevant institutions and contact methods
1. Issuer: Hangcha Group Co.Ltd(603298)
Office address: No. 666, Xiangfu Road, Lin’an District, Hangzhou, Zhejiang
Contact: Chen Saimin
Tel.: 1410532718871
Fax: 057188926713
2. Sponsor and lead underwriter: Guosen Securities Co.Ltd(002736)
Office address: 5th floor, kaixiya building, No. 105, TIYU Road, Gongshu District, Hangzhou, Zhejiang
Contact: Liu Hongzhi
Tel: 057185316112 Fax: 0571853161083 custodian: China Securities Depository and Clearing Co., Ltd. Shanghai branch office address: No. 188, Yanggao South Road, Pudong New Area, Shanghai Tel: 4008058-058, 02138874800 this announcement is hereby made.
Hangcha Group Co.Ltd(603298) board of directors March 21, 2022
