Securities code: convertible bond No.: 3007
Quakesafe Technologies Co.Ltd(300767)
Announcement on the price adjustment of 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.
Special tips:
Before adjustment, the conversion price of “Zhen’an convertible bonds” was 56.89 yuan / share
The adjusted conversion price of “Zhen’an convertible bonds” is 47.33 yuan / share
Effective date of share conversion price adjustment: May 26, 2022
1、 Adjustment basis of conversion price
Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “the company” or “the company”) publicly issued 2.85 million convertible corporate bonds (bond abbreviation: Zhen’an convertible bonds, bond Code: 123103) to the public on March 31, 2021. According to the issuance terms of Quakesafe Technologies Co.Ltd(300767) prospectus for issuing convertible corporate bonds to unspecified objects and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, after this issuance, If the company distributes stock dividends, increases its share capital, issues new shares (excluding the increased share capital due to the conversion of issued convertible corporate bonds), allots shares and distributes cash dividends, the conversion price will be adjusted accordingly (keep the two decimal places and round the last one). The specific adjustment formula of the 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: 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 ratio of share giving or conversion to share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, D is the cash dividend per share, and P1 is the conversion 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 the conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, 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 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 authorities at that time.
2、 Reasons and results of stock conversion price adjustment
(I) basis for price adjustment
On April 29, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the 2021 annual profit distribution and capital reserve conversion to share capital plan: Based on the 202170726 shares of the existing total share capital, the company distributed a cash dividend of RMB 0.90 (tax included) to all shareholders for every 10 shares, and converted the capital reserve to all shareholders for every 10 shares, A total of 40434145 shares (4043414520 yuan) were converted into share capital [for details, see the company’s website on March 19, 2022 (www.cn. Info. Com. CN.) Announcement of Quakesafe Technologies Co.Ltd(300767) 2021 profit distribution and capital reserve conversion plan (Announcement No.: 2022008)].
From the disclosure of the distribution plan to the implementation period, the total share capital of the company changed from 202170726 shares to 202223580 shares due to the conversion of convertible bonds into shares. The company adjusted the distribution proportion according to the principle of unchanged total distribution. After adjustment, the company’s annual equity distribution plan for 2021 is: Based on the company’s current total share capital of 202223580 shares on the date of equity registration on May 25, 2022, the company will distribute RMB 0899765 in cash (including tax) to all shareholders for every 10 shares, and increase 1999477 shares to all shareholders with capital reserve for every 10 shares, A total of 40434145 shares (4043414520 yuan) were converted into share capital [for details, see the company’s website on May 20, 2022 (www.cn. Info. Com. CN.) Announcement on the implementation of Quakesafe Technologies Co.Ltd(300767) 2021 annual equity distribution (Announcement No.: 2022035)].
(II) adjustment results of share conversion price
In accordance with the issuance terms of the prospectus of Quakesafe Technologies Co.Ltd(300767) issuing convertible corporate bonds to unspecified objects and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of Zhen’an convertible bonds is adjusted as follows:
P1＝（P0－D）/（1+n）
＝（56.89－00899765）/（1+01999477）
＝5680 Edifier Technology Co.Ltd(002351) 1999477
= 47335416 yuan / share
≈ 47.33 yuan / share
The conversion price of Zhen’an convertible bonds is adjusted to 47.33 yuan / share, and the adjusted conversion price will take effect from May 26, 2022 (ex right and ex interest date).
At present, the “Zhen’an convertible bond” is in the stock conversion period (the start and end date of the stock conversion period is from September 22, 2021 to March 11, 2027). Please pay attention to the investment risks.
It is hereby announced.
Quakesafe Technologies Co.Ltd(300767) board of directors may 20, 2022
