Securities code: Sinocare Inc(300298) securities abbreviation: Sinocare Inc(300298) Announcement No.: 2022049 bond Code: 123090 bond abbreviation: sannuo convertible bond
Announcement on the price adjustment of convertible corporate bonds
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.
Special tips:
1. Bond Code: 123090
2. Bond abbreviation: sannuo convertible bond
3. Conversion price before adjustment: 35.18 yuan / share
4. Adjusted conversion price: 34.98 yuan / share
5. Effective date of share conversion price adjustment: May 25, 2022
1、 Relevant provisions on the price adjustment of convertible corporate bonds
With the approval of the reply on the public issuance of convertible corporate bonds by Sinocare Inc(300298) Co., Ltd. (zjxk [2020] No. 2951) by the China Securities Regulatory Commission, Sinocare Inc(300298) (hereinafter referred to as "the company") issued a total of 5 million convertible corporate bonds to unspecified objects on December 21, 2020, with a face value of RMB 100 each and a total issuance amount of RMB 500 million, The convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since January 12, 2021. The bond is referred to as "sannuo convertible bond" for short, and the bond code is "123090". The initial conversion price of sannuo convertible bonds is 35.35 yuan / share.
According to the relevant provisions of the prospectus for the issuance of convertible corporate bonds to unspecified objects on Sinocare Inc(300298) gem (hereinafter referred to as the "prospectus") and the relevant provisions of the CSRC on the issuance of convertible bonds, after the issuance of sannuo convertible bonds, the company will distribute stock dividends, increase share capital and issue new shares (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time) In case of allotment of shares and distribution of cash dividends, the conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
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）；
Distribution of cash dividends: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P0 is the conversion price before adjustment, n is the share distribution rate or share capital conversion rate, K is the new share issuance rate or share allotment rate, a is the new share price or share allotment price, D is the cash dividend distributed per share, and P1 is the conversion price after adjustment.
In view of the company's annual equity distribution in 2021, the conversion price of "sannuo convertible bonds" will be adjusted from 35.18 yuan / share to 34.98 yuan / share. From May 18, 2022 to the equity registration date of this equity distribution, "sannuo convertible bonds" will suspend the conversion of shares, and the conversion of shares will be resumed from the first trading day after the equity registration date of this equity distribution. The adjusted conversion price shall take effect from May 25, 2022.
2、 Previous adjustment of share conversion price
1. The company implemented the equity distribution in 2020 on June 11, 2021. Based on the total share capital on the equity registration date when the profit distribution plan in 2020 was implemented, excluding the total share capital after the shares repurchased by the company through centralized bidding and not participating in the profit distribution according to law, the company distributed a cash dividend of 2 yuan (including tax) to all shareholders for every 10 shares. The conversion price of convertible bonds is adjusted from the initial 35.35 yuan / share to 35.15 yuan / share. The adjusted conversion price will take effect from June 11, 2021 (ex right and ex interest date). For details, see the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2021044) issued by the company on the gem information disclosure website designated by the CSRC.
2. On August 20, 2021, the company completed the repurchase and cancellation of some restricted shares granted under the 2017 restricted stock incentive plan but not yet lifted the restrictions on sales. After the completion of the repurchase and cancellation registration procedures, the total share capital of the company was changed from 565315281 shares to 564768081 shares, and a total of 547200 restricted shares were repurchased and cancelled. The shares cancelled this time accounted for 0.0968% of the total share capital before cancellation, and the repurchase price was 5.76 yuan / share. The conversion price of convertible bonds is adjusted from 35.15 yuan / share to 35.18 yuan / share. The adjusted conversion price will take effect from August 20, 2021. For details, see the relevant announcement of the company on the gem information disclosure website designated by the CSRC (Announcement No.: 2021070).
3、 Price adjustment of convertible corporate bonds
1. Adjustment basis of conversion price
The company held the 2021 annual general meeting of shareholders on May 13, 2022, deliberated and passed the proposal on the company's 2021 annual profit distribution plan. The company's 2021 annual equity distribution plan is: it is proposed to distribute cash dividends of 2 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date when the company implements the 2021 annual profit distribution plan in the future, excluding the total share capital after the shares repurchased by the company through centralized bidding and not participating in profit distribution according to law. From the disclosure date of the profit distribution plan to the date of equity distribution and equity registration, if the total share capital of the company changes due to equity incentive exercise, share repurchase, convertible bonds into shares and other matters, the company will maintain the distribution proportion per share unchanged and adjust the total distribution accordingly. No bonus shares will be given for this profit distribution, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward to the next year.
The company will implement the 2021 annual equity distribution plan on May 24, 2022 (equity registration date), and the ex right and ex interest date is May 25, 2022. For details, see the announcement on the implementation of 2021 annual equity distribution (Announcement No.: 2022048) disclosed by the company on the gem information disclosure website designated by the CSRC on the same day. 2. Adjustment result of conversion price
According to the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of "sannuo convertible bonds" will be adjusted accordingly as follows:
P1 = P0 － d = 35.18-01975213 = 34.98 yuan / share (keep two decimal places according to the principle of rounding)
The adjusted conversion price of "sannuo convertible bonds" is 34.98 yuan / share, and the adjusted conversion price will take effect from May 25, 2022 (ex right and ex interest date).
It is hereby announced.
Sinocare Inc(300298) board of directors may 19, 2002
