Securities code: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) securities abbreviation: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) Announcement No.: 202227
Xinjiang Beixin Road & Bridge Group Co.Ltd(002307)
Suggestive announcement on the start of share conversion of “beixinding 02”
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Securities code: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) securities abbreviation: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307)
2. Bond Code: 124021 bond abbreviation: beixinding 02
3. Conversion price: RMB 3.89/share
4. Term of share conversion: April 28, 2022 to April 27, 2027
5. Source of Conversion Shares: conversion of new shares into shares.
1、 Issuance and listing of convertible bonds
Approved by the reply on approving Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) to issue shares and convertible corporate bonds to Xinjiang production and construction corps construction engineering (Group) Co., Ltd., purchase assets and raise supporting funds (zjxk [2020] No. 1005) issued by CSRC, Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) (hereinafter referred to as “the company”) issued 1500000 convertible corporate bonds to 11 specific investors, with a face value of 100 yuan each, The total amount of raised funds is 150 million yuan, with a term of 6 years.
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch completed the registration and custody procedures of this convertible bond on June 17, 2021. The directional convertible bond is abbreviated as “beixinding 02” and the code is “124021”.
2、 Relevant terms of convertible bonds to shares
(I) issuance scale: 150 million yuan;
(II) number of copies issued: 1500000;
Securities code: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) securities abbreviation: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) Announcement No.: 202227
(III) face value: 100 yuan / piece;
(IV) coupon rate: 0.60% in the first year, 0.80% in the second year, 1.00% in the third year, 1.50% in the fourth year, 2.00% in the fifth year and 2.50% in the sixth year;
(V) bond term: 6 years from the date of issuance, i.e. from April 28, 2021 to April 27, 2027;
(VI) start and end date of share conversion period: the share conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of 12 months from the date of issuance to the maturity date of convertible corporate bonds, from April 28, 2022 to April 27, 2027;
(VII) conversion price: 3.89 yuan / share.
(VIII) basis for determining the conversion price: the initial conversion price of convertible corporate bonds with matching funds raised in this non-public offering and the benchmark date of share pricing are the first day of the issuance period (March 19, 2021), The issuance price shall not be lower than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date (the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date), that is, the subscription price of the supporting funds raised this time (the issuance price of shares and the initial conversion price of convertible bonds) shall not be lower than 3.89 yuan / share. The issuer and the independent financial adviser (lead underwriter) determine that the initial conversion price of the non-public offering of convertible corporate bonds is 3.89 yuan / share, which is not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing basis date, according to the subscription situation of the offering and the principle of “price first, amount first and time first”.
3、 Matters related to share conversion declaration
(I) reporting procedures for share conversion
1. The declaration of share conversion shall be made by the bondholders through the trading system of Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
2. Bondholders can apply to convert all or part of “beixinding 02” in their own account into company shares. For specific conversion operation, it is recommended that convertible bond holders consult the opening securities company before reporting.
Securities code: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) securities abbreviation: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) Announcement No.: 202227
3. The reporting unit of convertible bonds to shares is “Zhang”, the denomination of each is 100 yuan, 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 integral shares. For the convertible bonds that are not enough to be converted into one share at the time of share conversion, the company will cash the balance of the convertible bonds that are not enough to be converted into one share within 5 trading days after the date of share conversion of the convertible bond holder in accordance with the relevant regulations of Shenzhen stock exchange, securities registration authority and other departments. The payment of the current accrued interest corresponding to the balance of this convertible bond converted into one share will be handled in accordance with the relevant provisions of the securities registration authority and other departments.
4. This declaration of convertible bond trading takes precedence over the declaration of conversion of shares. If the amount of convertible bonds applied for conversion of shares by the holder of convertible bonds is greater than the amount of convertible bonds actually owned by him, he shall convert shares according to the amount actually owned by him, and the remaining part of the application shall be cancelled.
(II) reporting time of share conversion
The holders of convertible bonds may apply for the conversion of shares during the conversion period (i.e. from April 28, 2022 to April 27, 2027) during the normal trading hours of the trading day of Shenzhen Stock Exchange, except for the following hours:
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 Corporation Shenzhen Branch will write down (freeze and cancel) the convertible bond balance of the convertible bond holder, increase the corresponding number of shares of the convertible bond holder, and complete the change registration.
(IV) listing and trading of new shares converted from convertible bonds to shares and rights and interests enjoyed
Convertible bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the declaration of convertible shares. The new shares converted from convertible bonds to shares 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 bonds into shares, the taxpayers shall bear them by themselves.
Securities code: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) securities abbreviation: Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) Announcement No.: 202227
(VI) ownership of interest in the conversion year
This convertible bond adopts the interest payment method of paying interest once a year. The first interest payment date is the day of the next year (April 28, 2022) after the issuance end date, and the day of each subsequent year is the interest payment date of the current year. 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 tax payable on the interest income obtained by the holders of convertible bonds shall be borne by the holders.
4、 Dividend distribution after conversion
The increased shares of the company due to the conversion of convertible bonds into shares issued this time enjoy the same rights and interests as the original shares. All ordinary shareholders (including those formed by the conversion of convertible bonds into shares) registered on the date of dividend distribution equity registration participate in the current dividend distribution and enjoy the same rights and interests.
5、 Other
If investors need to know other relevant contents of “beixinding 02”, please refer to the website on June 19, 2021（ http://www.cn.info.com.cn. ）The announcement on the issuance results and completion of registration of directional convertible bonds issued by issuing convertible bonds, shares and paying cash to purchase assets and raising supporting funds and related party transactions.
It is hereby announced.
Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) board of directors April 27, 2022
