Securities code: Ningbo Construction Co.Ltd(601789) securities abbreviation: Ningbo Construction Co.Ltd(601789) Announcement No.: 2022036 convertible bond Code: 113036 convertible bond abbreviation: ningjian convertible bond
Ningbo Construction Co.Ltd(601789)
About the “ningjian convertible bonds” to stop trading and before share conversion and redemption
Important suggestive announcement on the last trading day
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.
Risk tips:
April 11, 2022 is the last trading day and stock conversion day of “ningjian convertible bonds”. After the closing of the market on April 11, 2022, the “ningjian convertible bonds” that have not been converted into shares will stop trading and conversion, and the company will forcibly redeem the “ningjian convertible bonds” at the price of 100460 yuan / piece. The company specially reminds investors to carefully read the contents of this announcement, pay attention to relevant risks, and complete the transaction or share conversion before the closing of the market on April 11, 2022, otherwise they may face investment losses.
Important content tips:
Redemption registration date: April 11, 2022
Redemption price: 100460 yuan / piece
Redemption payment date: April 12, 2022
From the trading day next to the redemption registration date (i.e. April 12, 2022), “ningjian convertible bonds” will stop trading and share conversion; After the completion of this early redemption, “ningjian convertible bonds” will be delisted in Shanghai Stock Exchange (redeem all convertible bonds issued outside).
Ningbo Construction Co.Ltd(601789) (hereinafter referred to as “the company” or “the company”) shares from January 21, 2022 to March 10, 2022 meet that the closing price of 15 trading days within 30 consecutive trading days is not less than 130% of the current conversion price of “ningjian convertible bonds”, i.e. 6.19 yuan / share. According to the provisions of the prospectus for Ningbo Construction Co.Ltd(601789) public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the conditional redemption clause of “ningjian convertible bonds” has been triggered.
On March 10, 2022, the 21st Meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors considered and approved the proposal on early redemption of “ningjian convertible bonds”, and decided to exercise the early redemption right of the company’s convertible bonds and redeem all the “ningjian convertible bonds” registered on the “redemption registration date”.
In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange and the company’s prospectus, the matters related to redemption are hereby announced to all holders of “ningjian convertible bonds” as follows:
1、 Redemption clause
Conditional redemption clauses in the prospectus of the company:
During the conversion period, 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 that have not been converted according to the face value of the bonds plus the accrued interest of the current period:
① During the conversion period, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not less 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.
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 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 conversion price and closing price after the adjustment on the trading day after the adjustment
2、 Matters related to the redemption of convertible bonds
(I) achievement of redemption conditions
From January 21, 2022 to March 10, 2022, the company’s shares meet the closing price of 15 trading days within 30 consecutive trading days, which is not lower than 130% (i.e. 6.19 yuan / share) of the current conversion price of “ningjian convertible bonds”, and have met the redemption conditions of “ningjian convertible bonds”.
(II) redemption registration date
The redemption object is all the holders of “ningjian 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 11, 2022.
(III) redemption price
According to the provisions on conditional redemption in the prospectus of the company, the redemption price is 100460 yuan / piece (face value plus accrued interest in 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 bonds held by the holders of convertible bonds issued this time;
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 annual interest rate of the current interest year (July 6, 2021 to July 5, 2022) is 0.6%;
The number of interest days is 280 days from the value date July 6, 2021 to the redemption date of this interest year April 12, 2022 (counting the beginning but not the end);
Current accrued interest = 100 × 0.6% × 280 / 365 = 0.460 yuan / piece
Redemption price = face value + current accrued interest = 100 + 0.460 = 100460 yuan / piece.
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, with 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 100460 yuan (before tax), and the actual redemption amount is 100368 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.
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 100460 yuan (including tax).
For non resident enterprises such as qualified foreign institutional investors holding current bonds, according to the announcement of the Ministry of Finance and the State Administration of Taxation on extending the enterprise income tax and value-added tax policies of overseas investment institutions investing in the domestic bond market (Announcement No. 34 of the Ministry of Finance and the State Administration of Taxation, 2021), from November 7, 2021 to December 31, 2025, The bond interest income obtained by overseas institutions investing in the domestic bond market is temporarily exempted from enterprise income tax and value-added tax.
Therefore, 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 100460 yuan per 100 yuan of convertible corporate bonds.
(IV) redemption procedure
Before the end of the redemption period, the company will publish the redemption prompt announcement of “ningjian convertible bonds” on the media designated by the CSRC selected by the company at least three times to inform the holders of “ningjian convertible bonds” of various matters related to this redemption.
When the company decides to carry out full redemption, all “ningjian convertible bonds” registered in zhongdeng Shanghai Branch will be frozen from the trading day next to the redemption registration date.
After the redemption, the company will announce the redemption results and the impact of the redemption on the company on the media designated by the CSRC.
（5） Redemption payment date: April 12, 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 “ningjian 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.
(VI) trading and share conversion
The redemption registration date (April 11, 2022) is the last trading day of the company’s convertible bonds. From the trading day next to the redemption registration date (April 12, 2022), “ningjian convertible bonds” will stop trading and share conversion.
3、 Risk tips
According to the relevant provisions of the company’s prospectus, before the closing of the redemption registration date, the holders of “ningjian convertible bonds” can choose to continue trading in the bond market or convert the conversion price of 4.76 yuan / share into shares of the company. After the closing of the market on the redemption registration date (April 11, 2022), the “ningjian convertible bonds” that have not been converted into shares will be frozen, the trading and conversion will be stopped, and all bonds will be forcibly redeemed at the price of 100 yuan / piece of bond face value plus the accrued interest of the current period. After the redemption, “ningjian convertible bonds” will be delisted in Shanghai Stock Exchange.
If the “ningjian 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 redemption price of this convertible bond may be quite different from the market price before the “ningjian convertible bond” stops trading and shares conversion. In particular, the holders are reminded to complete the transaction or share conversion before or on April 11, 2022, otherwise they may face investment losses. Please understand the relevant provisions of convertible bonds in detail and pay attention to investment risks.
4、 Contact information
Contact Department: Securities Department and Investment Department of the company
Tel.: 057487066873
Contact email: nbjg Ningbo Construction Co.Ltd(601789) 163.com.
It is hereby announced.
Ningbo Construction Co.Ltd(601789) board of directors April 11, 2022
