Securities code: 002865 securities abbreviation: Hainan Drinda Automotive Trim Co.Ltd(002865) Announcement No.: 2022-016 bond Code: 128050 bond abbreviation: Junda convertible bond
Hainan Drinda Automotive Trim Co.Ltd(002865)
The fifth suggestive announcement on the implementation of the redemption of “Junda convertible bonds”
The company and all members of the board of directors guarantee that the information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Registration date of redemption of “Junda convertible bonds”: January 27, 2022
2. Redemption date of “Junda convertible bonds”: January 28, 2022
3. Redemption price of “Junda convertible bonds”: 100.21 yuan / piece (including the current accrued interest, the current annual interest rate is 1.6%, and the current interest includes tax)
4. Fund arrival date of the issuer (company): February 9, 2022
5. Arrival date of redemption money of investors: February 11, 2022
6. “Junda convertible bonds” stop trading and share conversion date: January 28, 2022
7. The trading of “Junda convertible bonds” is planned to stop on January 28, 2022. However, according to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “Junda convertible bonds” is less than RMB 30 million, the trading will stop three trading days after the company issues the relevant announcement. Therefore, the trading time of “Junda convertible bonds” may be advanced, Please pay timely attention to the announcement on the suspension of trading of “Junda convertible bonds” issued by the company at that time.
8. According to the arrangement, the “Junda convertible bonds” that have not been converted into shares after the closing of the market on January 27, 2022 will be forcibly redeemed. After this redemption, the “Junda convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Junda convertible bonds” held by the holder are pledged or frozen, it is recommended to lift the pledge and freeze before the date of stopping trading and share conversion, so as to avoid being redeemed due to failure to convert shares.
9. Risk warning: according to the arrangement, the “Junda convertible bonds” that have not been converted into shares after the closing of the market on January 27, 2022 will be forcibly redeemed at the price of 100.21 yuan / piece. Due to the large difference between the current secondary market price and the redemption price, investors may face losses if they fail to convert shares in time. Please pay attention to the investment risk.
1、 Overview of redemption
1. Circumstances triggering redemption
According to the “zjxk [2018] No. 1733” of China Securities Regulatory Commission on the approval of Hainan Junda auto decoration
It was approved by the official reply to the public offering of convertible corporate bonds by the Company Limited on December 10, 2018
3.2 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) were issued, with a face value of 100 yuan each, a total issuance amount of 320 million yuan and a term of 6 years.
With the consent of “SZS [2018] No. 641” document of Shenzhen Stock Exchange, the company is a convertible company of 320 million yuan
The bonds have been listed and traded on Shenzhen Stock Exchange since December 27, 2018. The bonds are referred to as “Junda convertible bonds” for short, and the bond code is
“128050”。
According to relevant regulations and the company’s prospectus for public offering of convertible corporate bonds, the “Junda convertible bonds” issued by the company can be converted into shares of the company from June 14, 2019, and the conversion period is from June 14, 2019 to December 10, 2024. The initial conversion price of “Junda convertible bonds” is RMB 21.74/share; Due to the implementation of the company’s equity distribution plan in 2018, according to the relevant provisions on the price adjustment of convertible bonds into shares, the company adjusted the share conversion price of “Junda convertible bonds”, and the share conversion price of “Junda convertible bonds” was adjusted to 21.59 yuan / share from July 22, 2019; Due to the cancellation of restricted stock repurchase, the company adjusted the conversion price of “Junda convertible bonds” accordingly according to the relevant provisions on the price adjustment of convertible bonds, and the conversion price of “Junda convertible bonds” was adjusted to 21.66 yuan / share from August 27, 2019; The closing price of the company’s shares has been lower than 85% (21.66 yuan / share) of the current conversion price of “Junda convertible bonds” for at least 15 consecutive trading days × 85% = 18.411 yuan / share), according to the relevant provisions on the price adjustment of convertible bonds, the company adjusted the price of “Junda convertible bonds” accordingly, and the price of “Junda convertible bonds” was adjusted to 14.93 yuan / share from March 16, 2020; Due to the implementation of the company’s equity distribution plan in 2019, according to the relevant provisions on the price adjustment of convertible bonds into shares, the company adjusted the share conversion price of “Junda convertible bonds”, and the share conversion price of “Junda convertible bonds” was adjusted to 14.83 yuan / share from June 17, 2020; Due to the cancellation of restricted stock repurchase, according to the relevant provisions on the price adjustment of convertible bonds, the company adjusted the conversion price of “Junda convertible bonds”, and the conversion price of “Junda convertible bonds” was adjusted to 14.85 yuan / share from October 15, 2020; Due to the implementation of the company’s equity distribution plan in 2020, according to the relevant provisions on the price adjustment of convertible bonds to shares, the company adjusted the price of “Junda convertible bonds” to 14.80 yuan / share from May 26, 2021; Due to the cancellation of restricted stock repurchase, the company adjusted the conversion price of “Junda convertible bonds” accordingly according to the relevant provisions on the price adjustment of convertible bonds. Since November 26, 2021, the conversion price of “Junda convertible bonds” has been adjusted to 14.81 yuan / share. To sum up, up to now, the conversion price of the company’s “Junda convertible bonds” is 14.81 yuan / share.
The closing price of A-Shares of the company for 15 consecutive 30 trading days from November 23, 2021 to January 4, 2022 has not been lower than 130% (i.e. RMB 19.25 / share) of the current conversion price of “Junda convertible bonds”, which has triggered the conditional redemption terms agreed in the prospectus for public issuance of convertible corporate bonds of the company.
At the 9th meeting of the 4th board of directors held on January 4, 2022, the company deliberated and approved the proposal on early redemption of “Junda convertible bonds”, and agreed to exercise the conditional redemption right of “Junda convertible bonds”, All non convertible “Junda convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the redemption registration date will be redeemed at the price of bond face value plus accrued interest of the current period.
2. Redemption clause
According to the conditional redemption clause in the prospectus for public issuance of convertible corporate bonds of the company: during the convertible bond conversion period of this issuance, 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 that have not been converted at the price of the face value of the convertible bonds issued this time plus the accrued interest of the current period:
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 30 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、 Redemption implementation arrangement
1. Redemption price and determination basis of redemption price
According to the relevant provisions in the prospectus for public issuance of convertible corporate bonds, the redemption price of “Junda convertible bonds” is 100.21 yuan / piece. The calculation process is as follows:
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 (each face value is 100 yuan);
i: Refers to the coupon rate of 1.6% of the convertible bond in the current year;
t: It refers to the number of interest days, i.e. from December 10, 2021, the last interest payment date to 2022, the redemption date of this interest year
The actual calendar days ending January 28, 2014, i.e. 49 days (counting the beginning but not the end).
Calculated accordingly:
Current accrued interest of each bond = 100 * 1.6% * 49 / 365 = 0.21 yuan / piece
Redemption price of each bond = face value of the bond + accrued interest of the current period = 100 + 0.21 = 100.21 yuan / piece
The tax deduction of investors’ bond interest income is described as follows:
For individual investors holding “Junda convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and paid by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company does not withhold and pay income tax. After deduction, the actual redemption price of each bond is 100.168 yuan; For qualified foreign investors (QFII and rqfii) holding “Junda convertible bonds”, according to the notice on enterprise income tax and value-added tax policy for overseas institutions investing in domestic bond market (CS [2018] No. 108), enterprise income tax and value-added tax are temporarily exempted, and the redemption price of each is 100.21 yuan; For other bondholders holding “Junda convertible bonds”, they shall pay bond interest income tax by themselves, and the redemption price of each bond is 100.21 yuan. The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
2. Redemption object
As of the afternoon closing of the redemption registration date (January 27, 2022), all holders of “Junda convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Redemption procedure and schedule
(1) The company will publish the redemption implementation announcement at least three times on the information disclosure media designated by the CSRC within 5 trading days after meeting the redemption conditions for the first time to inform the holders of “Junda convertible bonds” of the redemption.
(2) From January 28, 2022, “Junda convertible bonds” will stop trading.
(3) According to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “Junda convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issues the relevant announcement. Therefore, the trading time of “Junda convertible bonds” may be advanced, Please pay timely attention to the announcement on the suspension of trading of “Junda convertible bonds” issued by the company at that time.
(4) January 28, 2022 is the redemption date of “Junda convertible bonds”. The company will fully redeem the “Junda convertible bonds” registered after the closing of the market as of the redemption registration date (the trading day before the redemption date: January 27, 2022).
Since January 28, 2022, “Junda convertible bonds” has stopped converting shares. After the conditional redemption, Junda convertible bonds will be delisted from the Shenzhen Stock Exchange.
(5) February 9, 2022 is the arrival date of the issuer’s (company’s) funds.
(6) February 11, 2022 is the date when the redemption money reaches the capital account of the holder of “Junda convertible bonds”. At that time, the redemption money of “Junda convertible bonds” will be directly transferred to the capital account of the holder through the Convertible Bond Custody broker.
(7) The company will publish the announcement of redemption results and the announcement of delisting of convertible bonds on the information disclosure media designated by the CSRC within 7 trading days after the redemption.
4. Other matters
Consulting department: Securities Affairs Department of the company
Contact: Zheng Tong, Jiang Caifang
Tel: 0898-66802555
Email: [email protected].
3、 The trading of “Junda convertible bonds” by shareholders, directors, supervisors and senior managers holding more than 5% of the company within six months before the redemption conditions are met
Within six months before the redemption conditions of “Junda convertible bonds” are met (i.e. from July 4, 2021 to January 4, 2022), shareholders, directors, supervisors and senior managers holding more than 5% of the company do not trade “Junda convertible bonds”.
4、 Other matters to be explained
1. “Junda convertible bonds” will stop trading and conversion from January 28, 2022. However, if the circulating face value of “Junda convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “Junda convertible bonds” may be advanced. In addition, “Junda convertible bonds” can be normally traded and converted into shares during the trading hours of the trading day of Shenzhen Stock Exchange from the release date of the redemption announcement to the redemption date.
2. If the holder of “Junda convertible bonds” handles the conversion of shares, he must report the conversion of shares through the securities company hosting the bonds. It is recommended that the holders of convertible bonds consult the opening securities company before reporting.
3. Treatment method of less than one share amount during share conversion
The shares applied for conversion by the holder of “Junda convertible bonds” must be integer shares. If the convertible bond balance is not enough to be converted into one share at the time of share conversion, the company will cash the convertible bond balance and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shenzhen Stock Exchange.
It is hereby announced.
Hainan Drinda Automotive Trim Co.Ltd(002865)
Board of directors
two
