Securities code: Jiangsu Changhai Composite Materials Co.Ltd(300196) securities abbreviation: Jiangsu Changhai Composite Materials Co.Ltd(300196) Announcement No.: 2022039 bond Code: 123091 bond abbreviation: Changhai convertible bond
Jiangsu Changhai Composite Materials Co.Ltd(300196)
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: 123091 bond abbreviation: Changhai convertible bond
2. Before this adjustment, the conversion price of “Changhai convertible bonds” was 16.14 yuan / share
3. After this adjustment, the conversion price of “Changhai convertible bonds” is 15.99 yuan / share
4. Effective date of this share conversion price adjustment: May 25, 2022
1、 Relevant provisions on the price adjustment of convertible corporate bonds
Jiangsu Changhai Composite Materials Co.Ltd(300196) (hereinafter referred to as “the company”) issued 5.5 million convertible corporate bonds (bond abbreviation: Changhai convertible bonds, bond Code: 123091) to unspecified objects on December 23, 2020 and listed on January 15, 2021. According to the prospectus for the issuance of convertible corporate bonds to unspecified objects on Jiangsu Changhai Composite Materials Co.Ltd(300196) gem (hereinafter referred to as the prospectus) and the relevant provisions of China Securities Regulatory Commission on the issuance of convertible corporate bonds, when the company distributes bonus shares, converts to increased share capital, issues additional 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 company will cumulatively adjust the conversion price according to the sequence of the above conditions. The specific adjustment methods are as follows:
Assuming that the conversion price before adjustment is Po, the ratio of share giving or conversion to share capital is n, the ratio of additional shares or allotment per share is k, the price of additional shares or allotment per share is a, the cash dividend distributed per share is D, and the conversion price after adjustment is p (the adjusted value retains two decimal places, and the last digit is rounded), then:
Distribution of bonus shares or conversion to share capital: P = PO / (1 + n);
Additional shares or allotment: P = (PO + a) × K）/（1＋K）；
When the above two items are carried out simultaneously: P = (PO + a) × K）/（1＋N＋K）。
Distribution of cash dividends: P = po-d;
When the above three items are carried out simultaneously: P = (po-d + a) × K）/（1＋N＋K）。
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of the conversion price adjustment on the information disclosure media of listed companies specified by the China Securities Regulatory Commission, and specify the date of the conversion price adjustment, the adjustment method and the period of suspension of the conversion (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 of shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s 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, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with 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 department at that time.
2、 Previous adjustment of convertible corporate bond conversion price
On May 18, 2021, the company implemented the 2020 annual equity distribution plan. Taking the total share capital of 408700379 shares as of December 31, 2020 as the distribution base, the company distributed cash dividends of RMB 1.00 (including tax) to all shareholders for every 10 shares, with a total cash dividends of 4087003790 (including tax), and did not increase the capital reserve. According to the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the company adjusted the conversion price of “Changhai convertible bonds” accordingly. The conversion price of “Changhai convertible bonds” was adjusted from 16.24 yuan / share to 16.14 yuan / share. The adjusted conversion price will take effect from May 18, 2021 (ex rights and ex interests date). For details, please refer to the company’s website on May 12, 2021（ http://www.cn.info.com.cn. ）Announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2021035).
3、 Price adjustment of convertible corporate bonds
1. Reasons for share conversion price adjustment
On May 11, 2022, the company held the annual general meeting of shareholders in 2021 and approved the profit distribution plan for 2021. The annual equity distribution plan of the company in 2021 is: take the total share capital of the company as of December 31, 2021 as the distribution base, distribute cash dividends of RMB 1.50 (tax included) to all shareholders for every 10 shares, and distribute cash dividends of RMB 6130720350 (tax included) in total, No capital accumulation fund will be transferred to increase. The company’s convertible corporate bonds (bond abbreviation: Changhai convertible bonds, bond Code: 123091) are convertible from June 29, 2021 to December 22, 2026. If the distribution base of the company changes after the profit distribution plan is considered and approved by the board of directors and the general meeting of shareholders (for example, the total share capital of the company changes due to the issuance of new shares, equity incentive exercise, convertible bonds to shares, share repurchase and other reasons), the total distribution will be adjusted according to the principle of “unchanged distribution proportion” based on the total share capital of the company on the equity registration date when the distribution plan is implemented in the future.
“Changhai convertible bonds” is currently in the period of equity conversion. During the period from the disclosure of this distribution plan to the implementation, the total share capital of the company has changed due to the conversion of convertible bonds into shares. The company will adjust the total cash dividends according to the total share capital registered on the equity distribution registration date in accordance with the principle of “unchanged distribution proportion”. The adjusted distribution plan is as follows: take the total share capital on the equity registration date (May 24, 2022) when the equity distribution of the company is implemented as the base, and distribute 1.50 yuan in cash (including tax) to all shareholders for every 10 shares. No capital accumulation fund will be transferred to increase.
The company will implement the annual equity distribution plan for 2021. See the details disclosed on the same day on cninfo.com (www.cn. Info. Com. CN), the information disclosure website designated by the CSRC Announcement on the implementation of annual equity distribution in 2021 (Announcement No.: 2022038).
2. Adjustment result of conversion price
According to the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, and in combination with the implementation of this equity distribution, the conversion price of “Changhai convertible bonds” is adjusted as follows: P = po-d = 16.14-0.15 = 15.99 yuan / share. The adjusted conversion price of “Changhai convertible bonds” is 15.99 yuan / share, and the adjusted conversion price will take effect from May 25, 2022 (ex right and ex interest date).
It is hereby announced.
Jiangsu Changhai Composite Materials Co.Ltd(300196) board of directors
May 18, 2022
