Securities code: 300779 securities abbreviation: Qingdao Huicheng Environmental Technology Co.Ltd(300779) Announcement No.: 2022-002
Bond Code: 123118 bond abbreviation: Huicheng convertible bond
Qingdao Huicheng Environmental Technology Co.Ltd(300779)
Suggestive announcement on the conversion of “Huicheng convertible bonds” into 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:
Stock Code: 300779 stock abbreviation: Qingdao Huicheng Environmental Technology Co.Ltd(300779)
Bond Code: 123118 bond abbreviation: Huicheng convertible bond
Conversion price: RMB 17.11/share
Conversion time: January 13, 2022 to July 6, 2027
1、 Overview of convertible bond issuance and listing
(I) issuance of convertible bonds
With the approval of the reply on Approving the registration of Qingdao Huicheng Environmental Technology Co.Ltd(300779) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 1178) by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Qingdao Huicheng Environmental Technology Co.Ltd(300779) (hereinafter referred to as the “company”) publicly issued 3.2 million convertible corporate bonds (hereinafter referred to as the “convertible bonds”) on July 7, 2021, The face value of each is 100 yuan, and the total issued amount is 320 million yuan. The issuance method is the company’s priority placement to the original shareholders of the company. The balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) is priced and issued to the public investors through the online trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), and the balance is underwritten by the sponsor (lead underwriter).
(II) listing of convertible bonds
With the consent of Shenzhen Stock Exchange, the company’s convertible bonds will be listed and traded on Shenzhen Stock Exchange from July 26, 2021. The bonds are referred to as “Huicheng convertible bonds” for short, and the bond code is “123118”.
(III) convertible bonds to shares
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the Qingdao Huicheng Environmental Technology Co.Ltd(300779) prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the “prospectus”), the conversion period of the company’s convertible bonds issued this time shall expire six months from the date of the end of the issuance of convertible bonds
From the first trading day three months later to the maturity date of convertible bonds, i.e. from January 13, 2022 to July 6, 2027.
2、 Relevant terms of “Huicheng convertible bond” conversion
（1） Number of copies issued: 3.2 million
（2） Issuing scale: 320 million yuan
（3） Face value: 100 yuan / piece
（4） Coupon rate: 0.5% in the first year, 0.7% in the second year, 1.2% in the third year, 1.8% in the fourth year, 2.5% in the fifth year and 3.0% in the sixth year.
（5） Bond term: the term of the convertible bonds issued this time is six years from the date of issuance, i.e. from July 7, 2021 to July 6, 2027.
（6） Conversion period: the conversion period of convertible bonds issued this time starts from the first trading day (January 13, 2022) six months after the end of the issuance of convertible bonds (July 13, 2021) to the maturity date of convertible bonds (July 6, 2027) (in case of legal holidays or rest days, it will be extended to the first working day after that; the interest payment during the extended period will not be calculated separately).
（7） Conversion price: RMB 17.11/share.
（8） Source of Conversion Shares: only new shares are used for conversion.
3、 Matters related to the declaration of convertible bonds to shares
（1） Conversion declaration procedure
1. The declaration of share conversion shall be made in the form of offer through the trading system of Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
2. The holder may apply to convert all or part of the “Huicheng convertible bonds” in his account into the company’s shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
3. The minimum reporting unit for convertible bonds to shares is 1 piece, one piece is 100.00 yuan in face value, and the minimum unit converted into shares is 1 share; In case of multiple applications for share conversion within the same trading day, the number of share conversions will be calculated on a consolidated basis. The shares applied for conversion by the holders of convertible bonds must be integer shares. For the convertible bonds that are not enough to convert 1 share at the time of share conversion, the company will cash the face value of the convertible bonds and the corresponding accrued interest for the current period within 5 trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
4. The trading declaration of convertible bonds has priority over the declaration of share conversion. If the amount of convertible bonds applied for share conversion by the holder of convertible bonds is greater than the amount of convertible bonds actually owned by him, the share conversion shall be carried out according to the amount actually owned by him, and the remaining part of the application shall be cancelled.
（2） Reporting time of share conversion
The holder may declare the conversion of shares during the conversion period (i.e. from January 13, 2022 to July 6, 2027) during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following times:
1. The period during which the conversion of shares is stopped in accordance with the relevant provisions of the prospectus;
2. According to relevant regulations, the period during which the company applies to stop the conversion of shares.
（3） Freezing and cancellation of convertible bonds
After confirming the validity of the share conversion application, China Securities Depository and Clearing Corporation Shenzhen Branch will write down (freeze and cancel) the convertible bond balance of the convertible bond holder, increase the corresponding share amount of the convertible bond holder, and complete the change registration.
（4） Listing date and rights and interests of new shares converted from convertible bonds to shares
Convertible bonds purchased on the same day may apply for share conversion on the same day. Newly added shares from convertible bonds may be listed and circulated on the next trading day after the declaration of conversion. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
（5） Relevant taxes in the process of share conversion
In case of any relevant tax during the conversion of convertible bonds into shares, the taxpayer shall bear it by himself.
（6） Ownership of interest in the conversion year
The convertible bond issued this time adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of convertible bond issuance (July 7, 2021). 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. Every two adjacent interest payment days is an interest year. 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 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. The tax payable on the interest income obtained by the convertible bond holder shall be borne by the convertible bond holder.
4、 Adjustment of convertible bond to share price
(I) determination of initial conversion price
The initial conversion price of convertible bonds issued this time is 17.11 yuan / share, Not lower than the average trading price of the company’s shares on the 20 trading days prior to the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the closing 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 higher of the average trading price of the company’s shares on the previous trading day.
Among them, the average trading price of the company’s shares in the first twenty trading days = the total trading volume of the company’s shares in the first twenty trading days / the total trading volume of the company’s shares in the twenty trading days; The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
(II) adjustment of share conversion price
As of the disclosure date of this announcement, the price of convertible bonds to shares of the company has not changed.
(III) adjustment method and calculation formula of share conversion price
After this issuance, when the company distributes stock dividends, increases share capital, issues new shares or allotments, distributes cash dividends, etc. (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), the company will adjust the share conversion price according to the following formula (keep the last two digits of the decimal point and round the last one):
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: P1 is the effective conversion share price after adjustment, P0 is the effective conversion share price before adjustment, n is the share distribution or conversion rate, a is the new share price or allotment price, K is the new share issuance or allotment rate, and D is the cash dividend distributed per share.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the information disclosure media of Listed Companies in accordance with the provisions of 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 bonds issued this time and before the registration date of conversion shares, the application for conversion of shares of the holder shall be executed according to the adjusted conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change the class, number and / or shareholders’ 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, the company will be fair, just and The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting 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 and the relevant provisions of the securities regulatory authorities at that time.
(IV) downward correction clause of share 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 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 for resolution.
The above scheme can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds issued by the company shall withdraw. The amended conversion price shall not be lower than the higher of the average trading price of the company’s shares on the 20 trading days before the convening of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day.
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 adjusted conversion price and closing price on the trading day after the adjustment.
2. Correction procedure
If the company decides to revise the conversion price downward, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media in accordance with the provisions of the CSRC, announcing the correction range, equity registration date and the period of suspension of conversion (if necessary). 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 implemented. If the correction date of the share conversion price is on or after the share conversion application date and before the share conversion registration date, such share conversion application shall be executed according to the corrected share conversion price.
(V) the method for determining the number of shares to be converted and the treatment method for the amount of less than one share at the time of conversion
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.
Where: V is the total face value of convertible bonds applied for conversion by the holders of convertible bonds; P is the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible bonds shall be an integral multiple of one share. 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 regulations of Shenzhen Stock Exchange and other departments, cash the face balance of this part of convertible bonds and the corresponding accrued interest for the current period within five trading days after the date of share conversion of the convertible bond holder, which shall be accurate to 0.01 yuan according to the principle of rounding.
5、 Redemption terms and resale terms of convertible bonds
(I) redemption terms
1. Maturity redemption clause
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem the convertible bonds not converted into shares at the price of 115% of the face value of the bonds (including the annual interest of the last period).
2. Conditional redemption clause
During the conversion period of convertible bonds issued this time, in case of any of the following two situations, 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:
(1) During the conversion period of convertible bonds issued this time, 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.
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 to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible bonds in the current year;
t: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing 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 adjusted on the trading day before the adjustment
