Securities code: Trina Solar Co.Ltd(688599) securities abbreviation: Trina Solar Co.Ltd(688599) Announcement No.: 2022039 convertible bond Code: 118002 convertible bond abbreviation: Trina Solar convertible bond
The eighth suggestive announcement on the redemption of “Trina Solar convertible 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Redemption registration date: April 12, 2022
Redemption price: 100200 yuan / piece
Redemption payment date: April 13, 2022
Before the closing of the market on the redemption registration date, the holders of “Trina convertible bonds” can choose to continue trading in the bond market, or convert into Trina Solar Co.Ltd(688599) (hereinafter referred to as “the company”) shares at the conversion price of 50.40 yuan / share (the holders of convertible bonds can consult the opening securities company for specific matters related to the conversion of shares). After the closing of the market on the redemption registration day, the “Trina convertible bonds” that have not been converted into shares will stop trading and conversion, and the company will forcibly redeem them at the price of 100200 yuan / piece. After the redemption, the “Tianhe bond” will be delisted in Shanghai Stock Exchange. Due to the large difference between the current market price of “Trina convertible bonds” and the redemption price (100200 yuan / piece), compulsory redemption may lead to investment losses. If the “Trina Solar convertible bonds” held by investors are pledged or frozen, it is suggested to lift the pledge and freeze in advance to avoid the situation that the transaction cannot be forcibly redeemed. The company draws the attention of investors to convert or sell shares before the closing of the market on April 12, 2022 (Redemption registration date).
During the period from February 24, 2022 to March 16, 2022, the closing price of the company’s shares for 15 consecutive trading days shall not be lower than 130% (including 130%) of the current conversion price of 50.40 yuan / share, i.e. 65.52 yuan / share. According to the relevant provisions of the conditional redemption clauses in the prospectus of Trina Solar Co.Ltd(688599) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the prospectus), the early redemption conditions of “Trina convertible bonds” have been triggered.
The company held the 16th meeting of the second board of directors on March 16, 2022. The meeting deliberated and passed the proposal on the company’s early redemption of “Trina Solar convertible bonds”, and decided to exercise the early redemption right of the company’s convertible bonds and redeem all the “Trina Solar convertible bonds” registered on the “redemption registration date”.
In accordance with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of convertible corporate bonds and the company’s prospectus, the redemption related matters are announced to all holders of “Tianhe convertible bonds” as follows:
1、 Terms of early redemption of convertible bonds
During the conversion period of the convertible 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 the convertible corporate bonds issued this time is less than 30 million yuan, the company has the right to redeem all or part of the convertible corporate bonds not converted according to the face value of the bonds plus the accrued interest of the current period.
The calculation formula of current accrued interest is: ia = bit / 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 company’s conversion price is adjusted due to ex rights and ex dividend 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、 Matters related to the redemption of convertible bonds
(I) achievement of redemption conditions
During the period from February 24, 2022 to March 16, 2022, the closing price of the company’s shares for 15 consecutive trading days shall not be lower than 130% (including 130%) of the current conversion price of 50.40 yuan / share of “Trina Solar convertible bonds”, i.e. 65.52 yuan / share. According to the relevant provisions of conditional redemption clauses in the prospectus, the early redemption conditions of “Trina Solar convertible bonds” have been triggered.
(II) redemption registration date
The redemption object is all the holders of “Trina convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”) after the closing of the market on April 12, 2022.
(III) redemption price
According to the provisions on conditional redemption in the prospectus, the redemption price is the face value of convertible bonds plus accrued interest in the current period, i.e. 100200 yuan / piece.
The calculation formula of current accrued interest is: ia = bit / 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).
The coupon rate of the current interest year (August 13, 2021 to August 12, 2022) is 0.30%. Interest days: 243 days from the value date August 13, 2021 to April 13, 2022 (counting the beginning but not the end).
The current accrued interest of each “Trina Solar convertible bond” ia = bit / 365 = 100030% 243 / 365 = 0.200 yuan / piece
Redemption price = face value + current accrued interest = 100 + 0.200 = 100200 yuan / piece
(IV) explanation on tax deduction of investors’ bond interest income
1. According to the individual income tax law of the people’s Republic of China and other relevant tax regulations and documents, individual investors in convertible corporate bonds (including securities investment funds) shall pay income tax on individual interest income of bonds at the tax rate of 20% of the interest amount, that is, the redemption amount of convertible corporate bonds per 100 yuan of face value is 100200 yuan (before tax), and the actual redemption amount is 100160 yuan (after tax). The individual income tax on the interest of convertible corporate bonds 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 corporate bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution and redemption amount of convertible corporate bonds per 100 yuan of face value is 100200 yuan (including tax).
3. For non resident enterprises such as qualified foreign institutional investors holding current bonds, in accordance with the notice of the Ministry of Finance and the State Administration of Taxation on enterprise income tax and value-added tax policies for overseas institutions investing in domestic bond market
Tax 2018 [108]) stipulates that from November 7, 2018 to November 6, 2021, the bond interest income obtained by overseas institutional investors in the domestic bond market is temporarily exempted from corporate income tax and value-added tax. According to the announcement of the Ministry of finance of the people’s Republic of China on the exemption of corporate income tax on the recent income tax of domestic investment institutions and bonds in the overseas market from December 31, 2021 to December 31, 2023 (the announcement of the Ministry of finance of the people’s Republic of China on the exemption of corporate income tax on the interest of domestic investment institutions and bonds in the overseas market from December 31, 2021). For qualified foreign institutional investors (including QFII and rqfii) holding the current bonds, the company will distribute the redemption amount according to the pre tax redemption amount, and the actual face value of the holder is RMB 100200 per 100 yuan of convertible corporate bonds.
(V) redemption procedure
Before the end of the redemption period, the company will register on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the media designated by the China Securities Regulatory Commission selected by the company to publish the prompt announcement of the redemption of “Trina convertible bonds” at least three times, and notify the holders of “Trina convertible bonds” of all matters related to the redemption.
When the company decides to carry out full redemption, all “Trina convertible bonds” registered in zhongdeng Shanghai Branch will be frozen from the trading day next to the redemption registration date (April 13, 2022).
After the completion of this redemption, the company will be posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the media designated by the CSRC to announce the redemption results and the impact of the redemption on the company.
(VI) redemption payment date: April 13, 2022
The company will entrust zhongdeng Shanghai branch to distribute the redemption money to the holders registered on the redemption date and handled the designated transactions in the member units of Shanghai stock exchange through its capital clearing system, and reduce the corresponding amount of “Trina convertible bonds” of the holders. Investors who have handled comprehensive designated transactions can receive the redemption money at their designated securities business department on the issuance date. For investors who have not handled designated transactions, the redemption money is temporarily kept by zhongdeng Shanghai branch and distributed after handling designated transactions.
(VII) trading and share conversion
Before the closing of the market on April 12, 2022 (including the date of redemption registration), the holders of “Trina convertible bonds” can choose to continue trading in the bond market or convert into shares of the company at the current conversion price of 50.40 yuan / share.
From the trading day next to the redemption registration date (April 13, 2022), “Trina convertible bonds” will stop trading and share conversion. The company will redeem all the “Trina convertible bonds” not converted into shares at the redemption price of 100200 yuan / piece, and entrust zhongdeng Shanghai branch to distribute the redemption money. After the redemption, the “Tianhe bond” was delisted in Shanghai Stock Exchange.
3、 Risk tips
Before the closing of the market on the redemption registration date, the holder of “Trina convertible bonds” can choose to continue trading in the bond market or convert into shares of the company at the conversion price of 50.40 yuan / share (the holder of convertible bonds can consult the opening securities company for specific matters of share conversion). After the closing of the market on the redemption registration day, the “Trina convertible bonds” that have not been converted into shares will stop trading and conversion, and the company will forcibly redeem them at the price of 100200 yuan / piece. After the redemption, “Trina convertible bonds” will be delisted in Shanghai Stock Exchange.
The company is listed on the science and innovation board. If the holder of “Trina convertible bonds” does not meet the requirements for the appropriateness management of stock investors on the science and innovation board, the holder of “Trina convertible bonds” cannot convert its convertible bonds into company shares. Investors need to pay attention to the risks and possible impact that their convertible bonds cannot be converted into shares due to their failure to meet the suitability management requirements of stock investors on the science and innovation board.
Due to the large difference between the current market price of “Trina convertible bonds” and the redemption price (100200 yuan / piece), compulsory redemption may lead to investment losses. If the “Trina Solar convertible bonds” held by investors are pledged or frozen, it is suggested to lift the pledge and freeze in advance to avoid the situation that the transaction cannot be forcibly redeemed. The company draws the attention of investors to convert or sell shares before the closing of the market on April 12, 2022 (Redemption registration date).
4、 Contact information
Contact Department: Office of the board of directors
Tel.: 051981588826
Contact email: [email protected].
It is hereby announced.
Trina Solar Co.Ltd(688599) board of directors April 6, 2022
