Securities code: Suning.Com Co.Ltd(002024) securities abbreviation: St Tesco Announcement No.: 2022026
Bond Code: 112721 bond abbreviation: 18 Suning 03
Bond Code: 112800 bond abbreviation: 18 Suning 07
The third suggestive announcement of the basic plan for the third bond repurchase of corporate bonds publicly issued to qualified investors in 2018
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.
Important content tips:
1. The company fully repurchased the “18 Suning 03” and “18 Suning 07” issued in cash, and the total amount of bond repurchase funds was RMB 3450635040.
2. According to the requirements of relevant rules, the subscription period of this bond repurchase is from May 20, 2022 to
May 30, 2022 (trading days only).
3. In order to ensure the fairness and impartiality of this repurchase, the company applies to use the bond repurchase system to accept the repurchase declaration of bondholders, and the bondholders submit the repurchase application in the form of bond repurchase declaration.
4. The bonds repurchased by the company will be cancelled in time in accordance with relevant regulations.
5. According to the requirements of relevant rules, the arrival date of the bond repurchase fund is June 8, 2022.
6. If no declaration is made during the reporting period of bond repurchase, it shall be deemed to have automatically abandoned the repurchase and continue to hold relevant bonds. The company will honor the principal and interest in accordance with the relevant provisions of the prospectus for public issuance of corporate bonds (phase III and VI) to qualified investors in Suning.Com Co.Ltd(002024) 2018.
On April 28, 2022, the company held the 27th meeting of the seventh board of directors and deliberated and adopted the proposal on the basic plan for the third bond repurchase of corporate bonds issued to qualified investors in 2018 by 9 votes in favor, 0 votes against and 0 abstentions. The independent directors of the company issued independent opinions. The board of directors of the company authorizes the management to choose the opportunity to implement the specific plan of this bond repurchase in combination with capital arrangements, market conditions, investor wishes and other factors.
The Company repurchased the remaining amount of “18 Suning 03” and “18 Suning 07” corporate bonds issued by the company (hereinafter referred to as “this bond repurchase”) in accordance with the measures for the administration of corporate bond issuance and trading, questions and answers on the supervision of corporate bond repurchase business of corporate bond issuers of Shenzhen Stock Exchange and the articles of association. The specific scheme is announced as follows:
1、 Main contents of the basic plan for bond repurchase
(I) purpose of bond repurchasing and name of bonds repurchased
In order to further save the company’s financial expenses, reduce the cost of bond management and improve the use efficiency of raised funds, the company repurchases the remaining bonds of “18 Suning 03” and “18 Suning 07”. If the repurchase of bonds is successfully implemented, all the corporate bonds issued by the company will be repaid.
The specific names of repurchased bonds are as follows:
1. Suning.Com Co.Ltd(002024) in 2018, corporate bonds (phase III) were publicly issued to qualified investors. The bonds are referred to as 18 Suning 03 and the bond code is 112721.
2. Suning.Com Co.Ltd(002024) in 2018, corporate bonds (phase VI) were publicly issued to qualified investors. The second type of bonds is referred to as 18 Suning 07 and the bond code is 112800.
(II) total repurchase funds
The total amount of bond repurchase funds is 3450635040 yuan. The specific distribution of repurchase funds is as follows:
Bond abbreviation bond code remaining number of bonds (piece) total repurchase funds (yuan)
18 Suning 0311272170590 744795090
18 Suning 071128 Goldenmax International Technology Ltd(002636) 502705839950
Total – 3342403450635040
(III) source of funds for repurchase
The source of this bond repurchase fund is the raised fund with changed purpose. On May 11, 2021, the company held the 14th meeting of the seventh board of directors to consider and adopt the proposal on changing the purpose of some raised funds, and on May 28, 2021, the company held the second extraordinary shareholders’ meeting in 2021 to adopt the resolution; On June 9, 2021, the company held the 15th meeting of the 7th board of directors to review and approve the “on changing part of raised funds”
On June 28, 2021, the company held the third extraordinary general meeting of shareholders in 2021. It is agreed to use the remaining raised funds of some raised investment projects to repay the bonds of “18 Suning 03 and 18 Suning 07”.
(IV) bond repurchase price, price determination mechanism and its rationality
1. 18 Suning 03
The full price of bond repurchase is 105.51 yuan / piece (including interest and tax). The specific pricing mechanism is: the face price is 100 yuan / piece, and the sum of the interest of 5.51 yuan / piece from June 15, 2021 to May 30, 2022 (the expiration date of the subscription period of this bond repurchase).
2. 18 Suning 07
The price of the bonds to be repurchased (including the interest rate of 102.63 yuan / coupon) from November 2021 to may 20230, and the specific price of the bonds to be repurchased (including the interest rate of 102.63 yuan / coupon) from May 2022.
(V) the reporting method of the bondholders of the company, the reporting period and reporting method of bond repurchases
1. Declaration method
In order to ensure the fairness and impartiality of this repurchase, apply to use the bond repurchase system to accept the repurchase declaration of bondholders, and the bondholders submit the repurchase application in the form of bond repurchase declaration.
The company’s bond repurchase is for all bondholders. If the bondholders intend to sell at the price determined by the company, they shall report through the bond repurchase system within the reporting period of bond repurchase. If they do not report during the reporting period of bond repurchase, they shall be deemed to have automatically abandoned the repurchase and continue to hold relevant bonds. 2. Declaration period
According to the requirements of relevant rules, the subscription period of this bond repurchase is from May 20, 2022 to May 30, 2022 (trading days only).
3. Declaration method
The bondholder shall make a declaration within the reporting period of bond repurchase, and the order can be cancelled on the same day. After the closing of the market on the reporting day, the corresponding bond shares will be frozen.
4. Arrival date of repurchased funds
According to the requirements of relevant rules, the arrival date of the bond repurchase fund is June 8, 2022.
5. Payment method
The company will entrust CSDCC Shenzhen Branch to register the bondholders applying for repurchase, and pay the repurchase funds for the repurchase part according to the registration results of CSDCC Shenzhen Branch. The repurchase funds enter the provision account of the registration company of the securities company opened by the investor through the clearing system of CSDCC Shenzhen Branch, Then, the securities company shall transfer the repurchased funds to the capital account opened by the bondholder in the securities company on the account arrival date.
6. The company bought back the remaining bonds of 18 Suning 03 and 18 Suning 07 in full, and there was no over declaration
Equal proportion distribution.
(VI) arrangement of bond disposal after bond repurchase
The bonds repurchased by the company will be cancelled in time in accordance with the provisions of the exchange.
(VII) relevant conditions for repurchasing corporate bonds
According to the question and answer on the supervision of bond repurchase business of corporate bond issuers of Shenzhen Stock Exchange, the company shall not repurchase corporate bonds during the following periods:
1. Within ten trading days prior to the announcement of the issuer’s regular report, performance forecast or performance express. 2. From the date of occurrence of major events affecting the issuer’s solvency or bond price specified in Article 45 of the measures for the administration of corporate bond issuance and trading to two trading days after legal disclosure.
3. Other illegal situations that may damage the legitimate interests of corporate bondholders, cause insider trading, manipulate the market, transfer interests and so on.
(VIII) analysis of the management on the impact of the repurchase of corporate bonds on the future development of the company
The source of funds for the company’s repurchase of corporate bonds is the raised funds with changed purposes. The company believes that the repurchase of funds will not have a significant impact on the company’s daily operation, financial status, R & D ability, debt performance ability and future development. If the bond repurchase is successfully implemented, all the corporate bonds issued by the company will be repaid, which can save the company’s financial expenses and reduce the cost of bond management, not only improve the use efficiency of raised funds, but also help to enhance market confidence and promote the long-term and stable development of the company.
(IX) disposal after repurchase of corporate bonds and relevant arrangements to prevent infringement on the interests of creditors
The corporate bonds repurchased this time will be cancelled in time according to law. The company will timely perform relevant procedures and announcement obligations on matters related to the cancellation of corporate bonds in accordance with the company law, answers to questions related to the repurchase business of corporate bond issuers of Shenzhen Stock Exchange and other relevant provisions. And notify creditors in accordance with the company law and other relevant provisions to fully protect the legitimate rights and interests of creditors.
2、 Risk tips
(I) in this bond repurchase, the registered share of bonds sold by the bondholders did not reach the target of the company’s repurchase
Limited circumstances.
(II) this bond repurchase will not have a significant impact on the company’s business activities, financial status and future development, and will not affect the company’s listing status.
If no declaration is made during the reporting period of bond repurchase, it shall be deemed to have automatically abandoned the repurchase and continue to hold relevant bonds. The company will honor the principal and interest in accordance with the relevant provisions of the prospectus for public issuance of corporate bonds (phase III and VI) to qualified investors in Suning.Com Co.Ltd(002024) 2018.
The company will fulfill the obligation of information disclosure in time according to the progress of repurchase. Please pay attention to investment risks.
3、 Opinions of independent directors
The independent directors of the company reviewed the bond repurchase plan and believed that:
The company’s bond repurchase plan complies with the provisions of the company law and the question and answer on the supervision of bond repurchase business of corporate bond issuers of Shenzhen Stock Exchange. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. We believe that the company’s repurchase of corporate bonds is legal, compliant, necessary and feasible, and does not damage the legitimate interests of the company, bondholders and all shareholders, especially small and medium-sized shareholders. We agree with the corporate bond repurchase plan proposed by the company.
4、 Documents for future reference
1. Resolution of the 27th meeting of the 7th board of directors.
2. Independent opinions expressed by independent directors.
It is hereby announced.
Suning.Com Co.Ltd(002024) board of directors may 19, 2022
