Securities code: Ningbo Construction Co.Ltd(601789) securities abbreviation: Ningbo Construction Co.Ltd(601789) Announcement No.: 2022023 convertible bond Code: 113036 convertible bond abbreviation: ningjian convertible bond
Ningbo Construction Co.Ltd(601789)
Suggestive announcement on passive dilution of 1% of the shareholding ratio of controlling shareholders
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:
This equity change is mainly due to the conversion of the company’s convertible corporate bonds, resulting in the passive dilution of the shareholding ratio of the controlling shareholders.
This equity change does not touch the tender offer, and this equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
1、 Basic information of this equity change
Approved by the reply on approving Ningbo Construction Co.Ltd(601789) public issuance of convertible corporate bonds (zjxk [2020] No. 709) of China Securities Regulatory Commission, the company publicly issued 5.4 million convertible corporate bonds on July 6, 2020, with a face value of RMB 100 each and a total issuance amount of RMB 540 million. With the consent of self regulatory decision [2020] No. 233 of Shanghai Stock Exchange, the 54 million yuan convertible corporate bonds issued by the company will be listed and traded in Shanghai Stock Exchange from August 6, 2020. The bonds are referred to as “ningjian convertible bonds” for short and the bond code is “113036”.
According to relevant regulations and the company’s prospectus for Ningbo Construction Co.Ltd(601789) public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”), the “ningjian convertible bonds” issued by the company can be converted into shares of the company from January 11, 2021, and the conversion price is 4.86 yuan / share.
On June 24, 2021, the company implemented and completed the 2020 equity distribution plan, and the conversion price of ningjian convertible bonds was adjusted from 4.86 yuan / share to 4.76 yuan / share. For details, see Ningbo Construction Co.Ltd(601789) about the conversion price adjustment of “ningjian convertible bonds” (Announcement No.: 2021035) disclosed on the website of Shanghai Stock Exchange on June 17, 2021. From January 11, 2021 to March 17, 2022, “ningjian convertible bonds” converted 35538791 shares in total, and the total number of shares of the company increased from 976080000 shares to 1011618791 shares. The company’s controlling shareholder Ningbo Communications Investment Holding Co., Ltd. still held 292000000 shares, and the shareholding ratio decreased from 299156% to 288646%, with passive dilution of 1.051%. The details are as follows:
Before and after this equity change
Shareholder name shareholding quantity shareholding proportion shareholding quantity shareholding proportion (share) (%) (share) (%)
Ningbo transportation investment
2920 China Vanke Co.Ltd(000002) 99156% 2920 China Vanke Co.Ltd(000002) 88646% Holding Co., Ltd
2、 Follow up matters involved
1. The change in the controlling shareholder’s equity of the company is mainly due to the passive dilution of the controlling shareholder’s shareholding ratio due to the conversion of the company’s convertible corporate bonds, which does not involve tender offer.
2. After this equity change, it will not lead to changes in the controlling shareholders and actual controllers of the company, and will not have a material impact on corporate governance.
3. According to the measures for the administration of the acquisition of listed companies and other relevant rules, this equity change does not involve the disclosure of subsequent matters such as the equity change report.
It is hereby announced.
Ningbo Construction Co.Ltd(601789) board of directors March 21, 2022
