Securities code: Muyuan Foods Co.Ltd(002714) securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022053 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Muyuan Foods Co.Ltd(002714) about
Announcement on adjusting the conversion price of convertible bonds by granting restricted shares
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:
Conversion price before adjustment: 47.91 yuan / share
Adjusted conversion price: 47.71 yuan / share
Starting date of share conversion price adjustment: March 25, 2022
1、 Relevant provisions on the price adjustment of convertible corporate bonds
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) has publicly issued 95.5 million convertible corporate bonds with the approval of China Securities Regulatory Commission (CSRC) zjxk [2021] No. 442 document. With the consent of Shenzhen Stock Exchange, the company’s convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from September 10, 2021. The bonds are referred to as “muyuan convertible bonds” for short, and the bond code is “127045”.
According to the relevant provisions of the prospectus for Muyuan Foods Co.Ltd(002714) 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 the issuance of convertible bonds, if the company distributes stock dividends, increases its share capital and issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time) In case of allotment of shares and distribution of cash dividends, the conversion price shall be adjusted accordingly. The specific adjustment formula of share conversion price is as follows:
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）；
P1-d = cash dividend;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P0 refers to the conversion price before adjustment, n refers to the distribution of stock dividends or conversion to increased share capital, K refers to the ratio of additional issuance of new shares or allotment, a refers to the price of additional issuance of new shares or allotment, D refers to the distribution of cash dividends per share, and P1 refers to the conversion price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of conversion price adjustment 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 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 application of the holder for conversion of shares 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 shareholder’s 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, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with 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、 Reasons and results of stock conversion price adjustment
1. Reasons for share conversion price adjustment
On March 14, 2022, the company granted 59685191 restricted shares to 5577 incentive objects. The source of shares is the company’s directional issuance of RMB A-share common shares to incentive objects. The total share capital of the company is
5262387699 shares were changed to 5322072890 shares. For details, please refer to the information disclosed by the company on March 24, 2022
Announcement on the completion of the registration of the first partial grant of the restricted stock incentive plan in 2022. The listing date of the restricted shares granted for the first time is March 25, 2022.
2. Adjustment result of conversion price
According to the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of “muyuan convertible bonds” is adjusted as follows:
P1=（P0+A × k）/（1+k）；
Where: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the share delivery rate or share capital conversion rate, K is the new share issuance rate or share allotment rate, and a is the new share price or share allotment price.
The specific calculation process is as follows:
P1=（P0+A × k) / (1 + k) = 47.71 yuan / share (keep two decimal places according to the principle of rounding) (P0 = 47.91 yuan / share, a = 30.52 yuan / share, k = 59685191 / 5262387699 ≈ 1.13%)
In conclusion, the conversion price of “muyuan convertible bonds” is adjusted to 47.71 yuan / share, and the adjusted conversion price will take effect from March 25, 2022.
It is hereby announced.
Muyuan Foods Co.Ltd(002714) board of directors
March 24, 2022
