Securities code: 601678 stock abbreviation: Befar Group Co.Ltd(601678) Announcement No.: 2022-007 convertible bond Code: 113034 convertible bond abbreviation: Binhua convertible bond
The sixth suggestive announcement on the redemption of “Binhua 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Redemption registration date: January 10, 2022
Redemption price: 100.378 yuan / piece
Redemption payment date: January 11, 2022
From the trading day next to the redemption registration date, “Binhua convertible bonds” will stop trading and share conversion; After the early redemption, Binhua convertible bonds will be delisted in Shanghai Stock Exchange.
From December 1, 2021 to December 21, 2021, the closing price of the shares of Befar Group Co.Ltd(601678) (hereinafter referred to as “the company”) has been no less than 130% of the current conversion price of 4.58 yuan / share, i.e. 5.95 yuan / share for 15 consecutive trading days, According to the Befar Group Co.Ltd(601678) 2019 prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the prospectus), the conditional redemption terms of the company’s convertible corporate bonds (hereinafter referred to as “Binhua convertible bonds” or “convertible bonds”) have been triggered. The second meeting of the 5th board of directors of the company deliberated and approved the proposal on early redemption of “Binhua convertible bonds”, and decided to exercise the early redemption right of the company’s convertible bonds and redeem all the “Binhua 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 prospectus, the redemption related matters are hereby announced to all “Binhua convertible bonds” holders as follows:
1、 Redemption clause
(I) terms of redemption at maturity
Within five trading days after the expiration of this convertible bond, the company will redeem all the convertible bonds that have not been converted to shares from the holders of this convertible bond at the price of 110% of the face value of this convertible bond (including the annual interest of the last period).
(II) 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 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 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 calculated on the trading day before the adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment.
2、 Matters related to the redemption of convertible bonds
(I) achievement of redemption conditions
According to the resolution of the 25th meeting of the Fourth Board of directors of the company, recalculate on the first trading day of December 1, 2021. If the “Binhua convertible bond” triggers the redemption clause again, the board of directors will hold another meeting to decide whether to exercise the early redemption right of “Binhua convertible bond”. From December 1, 2021 to December 21, 2021, the closing price of the company’s shares has been no less than 130% of the current conversion price of 4.58 yuan / share of “Binhua convertible bonds”, i.e. 5.95 yuan / share, which has met the redemption terms of “Binhua convertible bonds”.
(II) redemption registration date
The redemption object is all the holders of “Binhua 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 January 10, 2022. (III) redemption price
According to the agreement on early redemption in the company’s prospectus, the redemption price is 100.378 yuan / piece (bond face value and current accrued interest).
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).
Among them, the coupon rate of the current interest year (April 10, 2021 to April 9, 2022) is 0.50%; Interest accrual days: 276 days from April 10, 2021 to this redemption date and January 11, 2022 (counting the beginning but not the end).
The current accrued interest of each bond is ia = 100 × 0.50% × 276 / 365 = 0.378 yuan.
Redemption price = face value + current accrued interest = 100 + 0.378 = 100.378 yuan / piece.
The tax deduction of investors’ bond interest income is described as follows:
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 corporate convertible bonds (including securities investment funds) shall pay income tax on individual interest income of bonds. The tax rate is 20% of the interest amount, that is, the redemption amount of convertible bonds per 1000 yuan of face value is 1003.78 yuan (before tax), The actual distribution and redemption amount is 1003.02 yuan (after tax). The individual income tax on convertible bond interest 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 bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution and redemption amount of RMB 1003.78 (including tax) per 1000 yuan of face value of convertible bonds.
3. For non resident enterprises such as qualified foreign institutional investors holding the bonds (the meaning is the same as the enterprise income tax law of the people’s Republic of China), according to the announcement of the Ministry of Finance and the State Administration of Taxation on the continuation of enterprise income tax and value-added tax policies for overseas 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 institutional investors in the domestic bond market is temporarily exempted from corporate income tax and value-added tax.
For qualified foreign institutional investors (including QFII and rqfii) holding current bonds, the company distributes the redemption amount according to the pre tax redemption amount, and the actual face value of the holder is 1003.78 yuan per thousand yuan of convertible bonds.
(IV) redemption procedure
Before the end of the redemption period, the company will publish in China Securities Journal, securities times and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）At least three prompt announcements on the redemption of “Binhua convertible bonds” were issued on the, informing the holders of “Binhua convertible bonds” of various matters related to this redemption.
When the company decides to carry out full redemption, all “Binhua convertible bonds” registered in zhongdeng Shanghai Branch will be frozen from the trading day next to the redemption registration date.
After the completion of this redemption, the company will publish on the websites of China Securities Journal, securities times and Shanghai Stock Exchange（ http://www.sse.com.cn. ）Announce the redemption results and the impact of the redemption on the company.
(V) redemption payment date: January 11, 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 “Binhua 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
Before the closing of the market on January 10, 2022 (including the date of redemption registration), the holders of “Binhua convertible bonds” can choose to continue trading in the bond market or convert them into shares of the company at the conversion price of 4.58 yuan / share. The holders of convertible bonds may consult the securities companies that have opened accounts for the specific matters concerning the conversion of shares.
From the next trading day of redemption registration (January 11, 2022), “Binhua convertible bonds” will stop trading and share conversion. After the redemption, “Binhua convertible bonds” will be delisted in Shanghai Stock Exchange.
3、 Risk tips
After the closing of the redemption registration day, the “Binhua convertible bonds” that have not been converted into shares will be frozen, the trading and conversion will be stopped, and they will be forcibly redeemed. If the “Binhua convertible bonds” held by investors are pledged or frozen, it is recommended 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 of “Binhua convertible bond”. In particular, the holders are reminded to complete the transaction or share conversion before or on January 10, 2022, otherwise they may face investment losses. Please understand the relevant provisions of convertible bonds and pay attention to investment risks.
4、 Contact information
Contact Department: Office of the board of directors
Tel: 0543-2118009, hereby announced.
Befar Group Co.Ltd(601678) board of directors January 7, 2022
