Securities code: 002091 securities abbreviation: Jiangsu Guotai International Group Co.Ltd(002091) Announcement No.: 2022-01 convertible bond Code: 127040 convertible bond abbreviation: Cathay Pacific convertible bond
Jiangsu Guotai International Group Co.Ltd(002091)
Suggestive announcement on Cathay Pacific convertible bonds starting to convert into shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
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Stock Code: 002091 stock abbreviation: Jiangsu Guotai International Group Co.Ltd(002091)
Convertible bond Code: 127040 convertible bond abbreviation: Cathay Pacific convertible bond
Conversion price: RMB 9.02/share
Conversion time: January 13, 2022 to July 6, 2027
1、 Issuance and listing of convertible bonds
(I) issuance of convertible bonds
With the approval of China Securities Regulatory Commission’s “zjxk [2021] No. 1181 document, Jiangsu Guotai International Group Co.Ltd(002091) (hereinafter referred to as” the company “or” Jiangsu Guotai International Group Co.Ltd(002091) “) publicly issued 45574186 convertible corporate bonds on July 7, 2021, with a face value of 100 yuan each and a total issuance amount of 4557418600 yuan. The issuance method is to give priority to the original shareholders of the company, and the balance after the priority placement of the original shareholders (including the part abandoned by the original shareholders) is sold to the public investors through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), The part of the subscription amount less than 4557418600 yuan (including the part of the successful investor waiving the payment subscription) shall be underwritten by the sponsor (lead underwriter).
(II) listing of convertible bonds
With the consent of SZS [2021] No. 777 document of Shenzhen Stock Exchange, the company’s 4557418600 yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since August 10, 2021. The bonds are referred to as “Cathay Pacific convertible bonds” for short and the bond code is “127040”.
(III) convertible bonds to shares
According to relevant regulations and the prospectus for public offering of A-share convertible corporate bonds (hereinafter referred to as the prospectus), the “Cathay Pacific” issued by the company this time
“Convertible bonds” can be converted into shares of the company from January 13, 2022.
2、 Relevant terms of convertible bonds to shares
(I) number of copies issued: 45574186
(II) total funds raised: RMB 4557418600
(III) face value of convertible corporate bonds: 100 yuan each
(IV) coupon rate: the coupon rate of convertible corporate bonds issued this time is: 0.20% in the first year, 0.40% in the second year, 0.60% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year. (V) 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 (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
(VI) 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 shall be extended to the first working day thereafter; the interest payment during the extended period shall not be calculated separately)
(VII) conversion price: RMB 9.02/share
3、 Matters related to the declaration of convertible bonds to shares
(I) reporting procedures for share conversion
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 “Cathay Pacific 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 part of convertible bonds that is less than 1 share at the time of share conversion, the company will, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, cash the face value of this part of convertible bonds and the corresponding accrued interest of the current period within 5 trading days after the date of share conversion.
4. The trading declaration of convertible corporate bonds has priority over the declaration of share conversion. If the amount of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds is greater than the amount of convertible corporate bonds actually owned by them, the shares shall be converted according to the amount actually owned by them, and the remaining part of the application shall be cancelled.
(II) 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.
(III) freezing and cancellation of convertible bonds
After confirming the validity of the share conversion application, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch will write down (freeze and cancel) the balance of convertible corporate bonds of convertible corporate bondholders, increase the corresponding number of shares of convertible corporate bondholders, and complete the change registration.
(IV) listing date and rights and interests of new shares converted from convertible corporate bonds
Convertible corporate bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible corporate bonds may be listed and circulated on the next trading day after the declaration of share conversion. The new shares converted from convertible corporate bonds enjoy the same rights and interests as the original shares.
(V) relevant taxes in the process of share conversion
In case of any relevant taxes during the conversion of convertible corporate bonds into shares, the taxpayers shall bear them by themselves.
(VI) ownership of interest in the conversion year
This convertible corporate bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of this convertible corporate bond issuance. For the convertible corporate 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.
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. Every two adjacent interest payment days is an interest year.
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 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 holders of convertible corporate bonds shall be borne by the holders.
4、 Adjustment of convertible corporate bond conversion price
(I) initial conversion price
The initial conversion price of convertible bonds issued this time is 9.02 yuan / share, Not less than the average trading price of the company’s A-Shares on the 20 trading days before 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 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, And the latest audited net assets per share and par value of shares.
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.
(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 and calculation method of share conversion price
After this issuance, when the company’s shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), the conversion price will be adjusted according to the following formula (two decimal places shall be reserved, and the last one shall be rounded):
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 is the conversion price before adjustment, n is the ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion price after adjustment.
In case of any change in the above shares and / or shareholders’ equity of the company, the company will adjust the share conversion price in the final way, publish the announcement of the resolution of the board of directors on the information disclosure media of listed companies designated by the CSRC, and specify the date of share conversion price adjustment, adjustment method and suspension period of share 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 holder’s application for conversion of shares 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 corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of bondholders 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 authority and correction range
During the duration of the convertible corporate 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 scheme for the conversion price and submit it to the shareholders’ meeting of the company for voting.
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, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of the company’s shares 20 trading days before the convening date of the general meeting of shareholders and the average price of 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 stock par value.
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 the announcement of the resolution of the general meeting of shareholders on the information disclosure media designated by the CSRC, announcing the correction range, the equity registration date and the period of suspension of conversion. The application for share conversion shall be resumed from the first trading day after the equity registration date (i.e. the correction date of share conversion price) and the corrected share conversion price shall be executed. 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 bondholders of the convertible company 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.
P refers to the conversion price effective on the date of application for conversion.
The shares to be converted by the holders of convertible corporate bonds shall be integer shares. After the convertible bondholders apply for share conversion, for the balance that the remaining convertible corporate bonds are not enough to be converted into one share, the company will cash the face value of this part of convertible corporate bonds and the corresponding accrued interest for the current period within five trading days after the convertible bondholders convert their shares in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
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 corporate bonds issued this time, the company will redeem the convertible corporate bonds not converted into shares at the price of 108% (including the last interest) of the face value of the bonds.
(2) Conditional redemption clause
During the conversion period of convertible corporate 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 corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares for at least 15 trading days within 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price, the company has the right 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 in the current period with the approval of relevant regulatory authorities (if necessary).
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to this offering
