Securities code: Jiangsu Yuxing Film Technology Co.Ltd(300305) securities abbreviation: Jiangsu Yuxing Film Technology Co.Ltd(300305) Announcement No.: 2022010 Jiangsu Yuxing Film Technology Co.Ltd(300305)
Suggestive announcement of the prospectus for the issuance of convertible corporate bonds to unspecified objects sponsor (lead underwriter):
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.
hot tip
Jiangsu Yuxing Film Technology Co.Ltd(300305) (hereinafter referred to as ” Jiangsu Yuxing Film Technology Co.Ltd(300305) ,” issuer “or” company “) has obtained the consent of China Securities Regulatory Commission (hereinafter referred to as” CSRC “) to register by issuing RMB 600 million convertible corporate bonds (hereinafter referred to as” this issuance “,” convertible bonds “or” Yuxing convertible bonds “) to unspecified objects.
The convertible corporate bonds issued this time are referred to as “Yuxing convertible bonds” for short, and the bond code is “123144”. Yuxing convertible bonds issued this time shall be placed preferentially to the original A-share shareholders of the issuer registered after the closing of the stock market on the equity registration date. The balance other than the priority placement of the original shareholders and the part of the original shareholders who give up the priority distribution after sale shall be issued online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), and the balance shall be underwritten by the sponsor (lead underwriter).
The full text of the prospectus for the issuance of convertible corporate bonds to unspecified objects and relevant materials can be found on http://www.cn.info.com.cn Query.
1、 Basic information of this offering
1. Types of securities issued and listing
The type of securities issued this time is convertible corporate bonds (hereinafter referred to as “convertible bonds”) that can be converted into A-share shares of the company. The convertible bonds and A-share shares to be converted in the future will be listed on the gem of Shenzhen Stock Exchange.
2. Issuance scale and quantity
In accordance with the provisions of relevant laws and regulations and in combination with the company’s current financial situation and investment plan, the total amount of funds raised by this issuance of convertible bonds is RMB 600 million, a total of 6 million.
3. Face value and issue price
The face value of each convertible bond issued this time is RMB 100, which is issued at face value.
4. Bond term
The duration of the convertible bonds issued this time is 6 years from the date of issuance, i.e. from April 11, 2022 to April 10, 2028.
5. Bond interest rate
The coupon rate of convertible bonds issued this time is 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 2.00% in the fifth year and 3.00% in the sixth year.
6. Term and method of repayment of principal and interest
The convertible bonds issued this time adopt the interest payment method of paying interest once a year. The principal of the convertible bonds that have not been converted into shares shall be returned at maturity and the interest of the last year shall be paid.
(1) Annual interest calculation
Annual interest refers to the current 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: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible bonds held by the holders of convertible bonds issued this time on the registration date of interest payment creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: It refers to the coupon rate of the convertible bond in the current year.
(2) Interest payment method
1) The convertible 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 convertible bonds issuance.
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 the convertible bonds issued this time. 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 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 Shenzhen Stock Exchange.
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 bonds applied for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
4) The tax payable on the interest income obtained by the holders of convertible bonds shall be borne by the holders.
7. 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 (April 15, 2022) to the maturity date of the convertible bonds, that is, from October 17, 2022 to April 10, 2028 (if that day is a legal holiday or non trading day, it will be postponed to the next trading day, and the interest payment during the extended period will not be calculated separately).
Bondholders have the option to convert shares or not, and become shareholders of the company on the day after the conversion. 8. Determination and adjustment of conversion price
(1) Determination of initial conversion price
The initial conversion price of the convertible bonds issued this time is 14.24 yuan / share, which is not lower than the average trading price of the company’s A-Shares on the 20 trading days before the announcement date of the prospectus and the average trading price of the company’s A-Shares on the previous trading day. If the share price has been adjusted due to ex right and ex interest within the above 20 trading days, the average transaction price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
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’s shares are changed due to the distribution of stock dividends, conversion to share capital, issuance of new shares, allotment of shares and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible bonds into shares), the company will make cumulative adjustment to the conversion price in turn according to the order of occurrence of the above conditions (retain two decimal places and round the last one), The specific adjustment methods are as follows: distribute stock dividends or increase share capital: P1 = P0 / (1 + n);
New shares or additional shares (P1 + 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: P1 is the adjusted conversion price, P0 is the conversion price before the adjustment, n is the ratio of share offering or conversion to share capital, a is the price of new share offering or allotment, K is the ratio of new share offering or allotment, and D is the cash dividend per share.
When the above shares and / or shareholders’ equity changes occur, the company will adjust the conversion price in turn, publish relevant announcements on the information disclosure media of qualified listed companies, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible bonds issued this time and before the registration date of conversion shares, the holder’s application 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 bonds issued this time or the derivative rights and interests of convertible bonds issued this time, the company will adjust the conversion price according to the principles of fairness, impartiality and fairness and fully protect the rights and interests of the holders of convertible 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 at that time and the relevant provisions of the securities regulatory authorities and Shenzhen Stock Exchange.
9. Downward correction clause of conversion price
(1) Correction conditions and correction range
During the duration of the convertible bonds issued this time, when the closing price of the company’s A-Shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, 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 deliberation and 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, the shareholders holding the convertible bonds issued by the company shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s A-Shares 20 trading days before the date of the shareholders’ meeting and the average trading price of the company’s A-Shares on the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and the par value of the shares.
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 adjustment on the trading day before the adjustment, 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 qualified information disclosure media, announcing the correction range, equity registration date, suspension of conversion period (if necessary) and other relevant information. From the first trading day after the equity registration date (i.e. the conversion price correction date), the application for conversion shall be resumed and the corrected conversion price shall be executed.
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.
10. How to determine the number of converted shares
When the holders of convertible bonds issued this time apply for share conversion during the share conversion period, the calculation method of the number of shares converted q is: q = V / P, and the integer multiple of one share is taken by the tailing method. Of which:
5: Refers to the total face value of convertible bonds applied for share conversion by the holders of convertible bonds;
P: It refers to the effective share conversion price on the day of application for share conversion.
The shares applied for conversion by the holders of convertible bonds must be integral shares. If the balance of convertible bonds is not enough to be converted into one share at the time of share conversion, the company will, in accordance with the relevant provisions of Shenzhen Stock Exchange, securities registration authority and other departments, cash the face balance of this part of convertible bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion.
11. Redemption clause
(1) Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible bonds that have not been converted into shares, and the redemption price at maturity is 115% of the face value of the convertible bonds (including the last interest).
(2) Conditional redemption clause
During the conversion period of convertible bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible bonds not converted into shares at the price of bond face value plus accrued interest in the current period:
1) During the conversion period of convertible bonds issued this time, if the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price;
2) When the balance of convertible bonds issued this time is less than 30 million yuan.
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 bonds held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible 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, 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.
12. Resale clause
(1) Conditional resale clause
In the last two interest bearing years of the convertible bonds issued this time, if the closing price of the company’s A-Shares is lower than 70% of the current conversion price on any thirty consecutive trading days, the convertible bond holder has the right to resell all or part of the convertible bonds held by him to the company at the price of the face value of the bonds plus the current accrued interest.
If the conversion price has been adjusted due to the distribution of bonus shares, conversion to increased share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds issued this time), allotment of shares and distribution of cash dividends within the above 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. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the adjustment of the conversion price (see the relevant contents of the redemption terms for the calculation method of the current accrued interest).
From the last two interest bearing years of the convertible bonds issued this time, the holders of the convertible bonds can exercise the resale right once according to the above agreed conditions after the resale conditions are met for the first time. If the holders of the convertible bonds fail to apply for and implement the resale within the resale reporting period announced by the company at that time, the resale right shall not be exercised in the interest bearing year, and the holders of the convertible bonds cannot exercise part of the resale right multiple times.
(2) Additional resale clause
During the duration of the convertible bonds issued this time, if there is a significant change in the implementation of the investment project of the raised funds of the convertible bonds issued this time compared with the commitment of the company in the prospectus, and the change constitutes a change in the purpose of the raised funds according to the relevant provisions of the China Securities Regulatory Commission or Shenzhen Stock Exchange If it is recognized by the China Securities Regulatory Commission or Shenzhen Stock Exchange as changing the purpose of the raised funds, the holders of convertible bonds have the right to sell back at one time. The holders of convertible bonds have the right to resell all or part of the convertible bonds held by them to the company at the price of the face value of the bonds plus the accrued interest of the current period. After the additional resale conditions are met, the holder can carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, the additional resale right shall not be exercised (for the calculation method of current accrued interest, please refer to the relevant contents of redemption terms).
13. Dividend distribution after conversion
The company’s A-Shares increased due to the conversion of convertible bonds into shares this time enjoy the same rights and interests as the original A shares. All ordinary shareholders registered on the equity registration date of dividend distribution (including those formed by the conversion of convertible bonds into shares) participate in the current dividend distribution and enjoy the same rights and interests.
14. Guarantee matters
