Securities code: 002833 securities abbreviation: Guangzhou Kdt Machinery Co.Ltd(002833) Announcement No.: 2022-002 convertible bond Code: 127041 convertible bond abbreviation: Hongya convertible bond
Guangzhou Kdt Machinery Co.Ltd(002833)
Suggestive announcement on the beginning of conversion of Hongya 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.
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Stock Code: 002833 stock abbreviation: Guangzhou Kdt Machinery Co.Ltd(002833)
Bond Code: 127041 bond abbreviation: Hongya convertible bond
Conversion price: RMB 38.09/share
Time of share conversion: January 17, 2022 to July 11, 2026 (if this day is a legal holiday or rest day, it shall be postponed to the next working day, and no additional interest shall be paid during the postponed period)
1、 Issuance and listing of convertible corporate bonds
(I) issuance of convertible corporate bonds
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2020] No. 3428 document, Guangzhou Kdt Machinery Co.Ltd(002833) (hereinafter referred to as “the company”) publicly issued 6 million convertible corporate bonds on July 12, 2021, with a face value of RMB 100 each and a total issuance amount of RMB 60 million.
(II) listing of convertible corporate bonds
With the consent of “SZS [2021] No. 776” document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the convertible corporate bonds of RMB 60 million issued by the company will be listed and traded on Shenzhen Stock Exchange from August 10, 2021. The bonds are referred to as “Hongya convertible bonds” and the bond code is “127041”.
(III) conversion of convertible corporate bonds into shares
In accordance with relevant regulations and the provisions of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the prospectus), The convertible corporate bonds issued by the company this time shall start from the first trading day (January 17, 2022) after the expiration of six months from the issuance end date (July 16, 2021) to the maturity date of convertible corporate bonds (July 11, 2026) (if that day is a legal holiday or rest day, it shall be postponed to the next working day, and no additional interest shall be paid during the extended period) Convertible into shares of the company.
2、 Relevant terms of convertible corporate bonds conversion
(I) number of copies issued: 6 million
(II) total funds raised: RMB 60 million
(III) face value of convertible corporate bonds: RMB 100 / piece
(IV) coupon rate: the coupon rate of convertible corporate bonds issued this time is 0.50% in the first year, 0.75% in the second year, 1.00% in the third year, 1.50% in the fourth year and 2.50% in the fifth year.
(V) bond term: the duration of this issuance of convertible corporate bonds is 5 years from the date of issuance, i.e. from July 12, 2021 to July 11, 2026 (if that day is a legal holiday or rest day, it will be postponed to the next working day, and no additional interest will be paid during the extended period).
(VI) conversion period: the conversion period of convertible corporate bonds issued this time starts from the first trading day (January 17, 2022) after the expiration of six months from the issuance end date (July 16, 2021) to the maturity date of convertible corporate bonds (July 11, 2026) (if the day is a legal holiday or rest day, it shall be postponed to the next working day without additional interest).
(VII) conversion price: RMB 38.09/share
3、 Matters related to the declaration of conversion of convertible corporate bonds into shares
(I) reporting procedures for share conversion
1. The conversion declaration shall be made by the bondholders through the trading system of the Shenzhen Stock Exchange in accordance with the relevant provisions of the Shenzhen Stock Exchange.
2. The holder may apply to convert all or part of the “Hongya convertible bonds” in his account into company shares. It is recommended that the convertible bond holder consult the opening securities company before reporting.
3. The minimum reporting unit for the conversion of convertible corporate bonds into shares is 1 piece, each with a face value of 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 to be converted by the holders of convertible corporate bonds shall be integer shares. For the part of convertible corporate bonds that is less than 1 share at the time of share conversion, the company will cash the face value of this part of convertible corporate bonds and the corresponding accrued interest of 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 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
Holders of convertible corporate bonds may apply for share conversion during the conversion period (i.e. from January 17, 2022 to July 11, 2026) at 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 corporate 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
The interest of convertible corporate bonds is paid once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds (i.e. July 12, 2021). For the convertible corporate bonds applied for conversion into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying bonds), 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.
4、 Adjustment of convertible corporate bond conversion price
(I) initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 38.09 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there is a stock price adjustment due to ex right and ex dividend within the 20 trading days, the average 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.
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; Average trading price of A-Shares of the company on the previous trading day = total trading volume of A-Shares of the company on the previous trading day / total trading volume of A-Shares of the company on that day.
(II) adjustment of share conversion price
As of the disclosure date of this announcement, the conversion price of the company’s convertible corporate bonds has not changed.
(III) adjustment and calculation method of share conversion price
After this issuance, if the company distributes stock dividends, converts to increased share capital, issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, the conversion price shall be adjusted accordingly (two decimal places shall be retained and the last one shall be rounded). The specific adjustment formula of share conversion price is as follows:
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 distribution: P1 = P0 － D;
The above three items shall be carried out simultaneously: P1 = (p0-d + A × k）/（1＋n＋k）。
Where: P0 is the transfer price before adjustment, n is the share dividend or share capital conversion rate, K is the new share price or allotment rate, a is the new share price or allotment price, D is the cash dividend per share, and P1 is the transfer price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of conversion price adjustment on the information disclosure media of listed companies designated by 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 corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion 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 the holders of convertible corporate 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 of share conversion price
1. Correction authority and correction range
Propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders 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 higher of the average trading price of the company’s shares on the 20 trading days before the date of the shareholders’ meeting and the average price on 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 relevant announcements on the information disclosure media of listed companies designated by the CSRC, announcing the correction range, equity registration date, suspension of conversion period and other relevant information. 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 revised 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) method for determining the number of converted shares
When the holders of convertible corporate bonds issued this time apply for share conversion during the share conversion period, the number of shares converted = the total par value of convertible corporate bonds applied for share conversion by the holders of convertible corporate bonds / the effective share conversion price on the day of application for share conversion, and take the integer multiple of one share by the tailing method.
The shares to be converted by the holders of convertible corporate bonds shall be integral shares. If the balance of convertible corporate bonds is not enough to be converted into one 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 balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders, accurate to 0.01 yuan according to the principle of rounding. 5、 Redemption terms and resale terms of convertible corporate bonds
(I) redemption terms
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
2. Conditional redemption clause
During the conversion period of the convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the balance of the convertible corporate bonds issued this time is less than 30 million yuan, The company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period.
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 corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time;
i: Refers to the coupon rate of convertible corporate 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, 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.
(II) resale clause
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