Securities code: 603997 securities abbreviation: Ningbo Jifeng Auto Parts Co.Ltd(603997) Announcement No.: 2022-004 convertible bond Code: 110801 convertible bond abbreviation: jifengding 01
Convertible bond Code: 110802 convertible bond abbreviation: jifengding 02
Ningbo Jifeng Auto Parts Co.Ltd(603997)
Announcement on the completion of share conversion and delisting of “jifengding 02”
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.
Special tips:
1. Ningbo Jifeng Auto Parts Co.Ltd(603997) (hereinafter referred to as the “company”) “jifengding 02” (bond Code: 110802) has a total issuance amount of 718.2 million yuan, and the conversion period is from December 24, 2020 to November 17, 2025.
2. As of January 12, 2022, “jifengding 02” has been fully converted into tradable shares with unlimited sales conditions, and the cumulative number of converted shares is 100243398.00. From January 21, 2022, “jifengding 02” will be delisted in Shanghai Stock Exchange.
1、 Basic information of directional convertible bonds
Approved by the reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on approving Ningbo Jifeng Auto Parts Co.Ltd(603997) to issue shares and convertible corporate bonds to Ningbo Dongzheng Jihan investment partnership (limited partnership) to purchase assets and raise supporting funds (zjxk [2019] No. 1428), On December 24, 2019, the company completed the registration of non-public issuance of 7182000 “jifengding 02” convertible corporate bonds to three specific objects, with a total issuance amount of RMB 718.2 million, bond code 110802, and the conversion period from December 24, 2020 to November 17, 2025. According to the self regulatory decision of Shanghai Stock Exchange [2020] No. 418, “jifengding 02” has been listed and transferred in Shanghai Stock Exchange since December 24, 2020. 2、 Relevant terms of “jifengding 02” share conversion
1. Number of copies issued: 7182000
2. Total issuance amount: 718.2 million yuan
3. Face value: 100 yuan / piece
4. Bond interest rate: 3.00% in the first year, 3.00% in the second year, 3.00% in the third year, 3.00% in the fourth year, 3.00% in the fifth year and 3.00% in the sixth year. The starting date of interest calculation is the issuance date. The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year. The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders.
5. Bond term: 6 years, from November 18, 2019 to November 17, 2025
6. Conversion period: December 24, 2020 to November 17, 2025
7. Conversion price: the initial conversion price is 7.41 yuan / share. Since the company will implement the 2019 annual equity distribution on May 7, 2020, the conversion price of “jifengding 02” is adjusted to 7.21 yuan / share; As the company implemented the semi annual equity distribution of 2021 on September 13, 2021, the share conversion price of “jifengding 02” was adjusted to 7.03 yuan / share. 3、 Conversion of directional convertible bonds into shares and delisting
As of January 12, 2022, a total of 7182000 “jifengding 02” directional convertible bonds (RMB 718.2 million) have been converted into tradable shares with unlimited sales conditions of the company, and the cumulative number of converted shares is 100243398.00 shares, accounting for 9.82% of the total issued shares of the company before the start date of the company’s directional convertible bond conversion period, and the sources of converted shares are new shares.
As of the disclosure date of this announcement, “jifengding 02” has been fully converted into shares. From January 21, 2022, “jifengding 02” will be delisted in Shanghai Stock Exchange.
4、 Changes in share capital
1. From the start date of the equity conversion period of “jifengding 01” and “jifengding 02” directional convertible bonds to January 12, 2022, the changes in share capital are as follows:
Unit: shares
Increase and decrease of shares in the period before the change after the change of convertible bonds into shares
Share class (December 24, 2020) (January 12, 2022) (+, -) (+, -)
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Tradable shares with limited sales conditions 240674979 23.57 – 2369025 0 238305954 21.29
— equity incentive shares 4706600 0.46 – 2369025 0 2337575 0.21
– non public offering of shares (subject to reduction)
Control) 235968379 23.11 0 0 235968379 21.09
Non tradable shares 780574642 76.43 0 100243398 880818040 78.71
Total share capital 1021249621 100.00 – 2369025 100243398 1119123994 100.00
Remarks: (1) the company completed the repurchase and cancellation of 2369025 restricted shares granted to some incentive objects but not lifted on March 18, 2021 and June 3, 2021 respectively. See the announcement on the implementation of repurchase and cancellation of restricted shares of equity incentive (Announcement No.: 2021-013 and 2021-047) disclosed by the company on March 16, 2021 and June 1, 2021 respectively.
(2) As of December 31, 2021, a total of 717.1 million yuan of the company’s “jifengding 02” directional convertible bonds had been converted into the company’s shares, and the cumulative number of shares converted was 100086927. For details, see the announcement on the results of directional convertible bonds and share changes disclosed by the company on January 5, 2022 (Announcement No.: 2022-002).
2. From December 31, 2021 to January 12, 2022, the changes in share capital are as follows:
Unit: shares
Before and after change
Share category (December 31, 2021) change of convertible bonds into shares (+,) (January 12, 2022)
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Tradable shares with limited sales conditions 238305954 21.30 0 238305954 21.29
– equity incentive shares 2337575 0.21 0 2337575 0.21
– non public offering of shares (controlled by reduction) 235968379 21.09 0 235968379 21.09
Tradable shares without sale conditions 880661569 78.70 156471 880818040 78.71
Total share capital 1118967523 100.00 156471 1119123994 100.00
5、 Other
Contact Department: Office of the board of directors of the company
Tel.: 0574-86163701
Contact address: No. 17, yingluohe Road, Daqi, Beilun District, Ningbo
6、 The issuer’s share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch is hereby announced.
Ningbo Jifeng Auto Parts Co.Ltd(603997) board of directors January 13, 2022
