Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022020 bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Announcement on the plan for public issuance 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
● name and method of this public offering: the total public offering amount does not exceed RMB 398 million, which will be determined within the above limit.
● whether related parties participate in the public offering: the public offering of A-share convertible corporate bonds is authorized by the general meeting of shareholders. The board of directors shall determine according to the market conditions before the issuance and disclose it in the issuance announcement of convertible corporate bonds issued this time.
1、 Notes on the company’s compliance with the conditions for public issuance of convertible corporate bonds
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, and after the board of directors of the company’s self-examination of the actual situation of the company and the provisions of the above laws, regulations and normative documents item by item, It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on the public issuance of convertible corporate bonds, and have the conditions for the public issuance of convertible corporate bonds.
2、 Overview of this offering
(I) types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shanghai Stock Exchange.
(II) issuance scale
combination
(III) face value and issue price the face value of each convertible corporate bond issued by the company this time is RMB 100, which is issued at face value. (IV) bond term: the term of convertible corporate bonds issued this time is six years from the date of issuance. (V) the determination method of bond interest rate and coupon rate of convertible corporate bonds issued this time and the final interest investment rate level of each interest bearing year shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to negotiate with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company’s assets before issuance. In case of any adjustment of bank deposit interest rate before the issuance of convertible corporate bonds, the general planning meeting of shareholders authorizes the board of directors to adjust the nominal interest rate accordingly., (VI) term and method of interest payment the convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due. 1. The annual interest calculation bank’s annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds. The calculation formula of annual interest is: Conversion I = B × I: refers to the annual interest amount; Corporate bond B: refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds in the interest bearing year (hereinafter referred to as “current year” or “each year”) on the registration date of interest payment creditor’s rights; Total bond I: the coupon rate of convertible corporate bonds in the current year. Scale not
2. Interest payment method
(1) The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate 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.
(3) 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. For the convertible corporate 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), the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
(4) The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders. (VII) term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance to the maturity date of convertible corporate bonds.
(VIII) determination and adjustment of share conversion price
1. Determination basis of initial conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s A-Shares on the 20 trading days before the announcement date of the prospectus (if the stock price has been adjusted due to ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s A-Shares on the previous trading day, The specific initial conversion price shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance.
The average trading price of the company’s A-Shares in the first 20 trading days = the total trading volume of the company’s A-Shares in the first 20 trading days / the total trading volume of the company’s A-Shares in the last 20 trading days.
The average trading price of the company’s A-Shares on the previous trading day = the total trading volume of the company’s A-Shares on the previous trading day / the total trading volume of the company’s A-Shares on that day.
2. Adjustment method and calculation formula of conversion price
After this issuance, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), issues shares and distributes 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）
Cash dividend: P1 = p0-d;
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 the conversion price adjustment on the information disclosure media of listed companies designated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and specify the date of the conversion price adjustment, the adjustment measures and the period of suspension of the conversion (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.
(IX) downward correction of share conversion price
1. Correction authority and correction range
When the closing price of at least 15 trading days is lower than 85% of the current conversion price, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders of the company for voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, including the revision range and the period of suspension of conversion. From the date of correction of the conversion price, the application for conversion shall be resumed and the revised conversion price shall be implemented. If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
(x) how to determine the number of shares converted and how to deal with the amount of less than one share at the time of conversion
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the number of shares converted = the total face value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds / the effective share conversion price on the day of applying for share conversion, and take the integer multiple of one share by the tailing method.
If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shanghai stock exchange and other departments.
（11） Redemption clause
1. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem the convertible corporate bonds that have not been converted into shares. The specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
2. Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the balance of convertible corporate bonds issued this time is less than RMB 30 million, The company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period.
The calculation formula of 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 corporate bonds held by the holders of convertible corporate bonds issued this time; i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
（12） Resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company’s shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the face value of the bonds plus the current accrued interest. If the conversion price has been adjusted due to the issuance of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment. If the conversion price is revised downward, the above 30 trading days shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years of the convertible corporate bonds issued this time, the bondholders of the convertible corporate bonds may exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the bondholders of the convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced at the time of the company’s session, the repurchase right shall not be exercised in the interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
2. Additional resale clause
If the implementation of the use of the raised funds from the issuance of convertible corporate bonds changes compared with the commitments made by the company in the prospectus, and the change is recognized by the CSRC as changing the purpose of the raised funds, the holders of convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of face value plus accrued interest for the current period. Under the above circumstances, the bondholders of the convertible company can carry out the resale within the resale reporting period. If the resale is not carried out during the resale reporting period, they shall not exercise the additional resale right (for the calculation method of the accrued interest in the current period, see the relevant contents of the redemption terms in article (11)). （13） Ownership of relevant dividends in the year of share conversion
The increased A-Shares of the company due to the conversion of convertible corporate bonds issued this time enjoy the same rights and interests as the original A shares. All shareholders registered after the closing of the afternoon of the profit distribution equity registration day participate in the current profit distribution and enjoy the same rights and interests.
（14） Issuing method and object
The specific issuance method of convertible corporate bonds shall be determined through consultation between the board of directors authorized by the general meeting of shareholders and the sponsor (lead underwriter).
The issuing objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in compliance with laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shanghai Branch (except those prohibited by national laws and regulations).
（15） Arrangements for placing to the original shareholders of the company
The convertible corporate bonds issued this time give the company’s original A-share shareholders the priority placement right,
