Securities code: Petpal Pet Nutrition Technology Co.Ltd(300673) securities abbreviation: Petpal Pet Nutrition Technology Co.Ltd(300673) Announcement No.: 2022069 bond Code: 123133 bond abbreviation: Patty convertible bond
Petpal Pet Nutrition Technology Co.Ltd(300673)
Announcement on adjusting the price of Patty's convertible bonds into shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Convertible corporate bonds: Patty convertible bonds;
2. Convertible corporate bond Code: 123133;
3. Conversion price before adjustment: RMB 19.92/share;
4. Adjusted conversion price: 19.89 yuan / share;
5. Effective date of share conversion price adjustment: May 26, 2022;
6. Reasons for adjusting the conversion price: equity distribution in 2021;
6. Period of suspension of share conversion: not applicable.
On May 18, 2022, the 13th meeting of the third board of directors of Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as the company) deliberated and approved the proposal on adjusting the price of Patty's convertible bonds and shares during the implementation of 2021 annual equity distribution, and agreed that the company should adjust the price of Patty's convertible bonds and shares while implementing 2021 annual equity distribution.
In accordance with the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling and other laws and regulations Normative documents, the company's plan for issuing convertible corporate bonds to unspecified objects, the prospectus for issuing convertible corporate bonds to unspecified objects on GEM (hereinafter referred to as the prospectus) and other relevant provisions, and the relevant matters are hereby announced as follows: I. Basic information of convertible corporate bonds
After examination and approval of Shenzhen Stock Exchange, the reply of China Securities Regulatory Commission on Approving the registration of Petpal Pet Nutrition Technology Co.Ltd(300673) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3596) agreed to register, and the company issued convertible corporate bonds with a face value of no more than RMB 720 million to unspecified objects. The name of the convertible corporate bonds issued by the company this time is "Patty convertible bonds", with a face value of RMB 100 each, and a total of 7.2 million bonds are issued at par, with a term of 6 years.
The total amount of funds raised by the company in this issuance of convertible corporate bonds is RMB 72000000000. After deducting the sponsor and underwriting fees, intermediary fees, handling fees, information disclosure fees and other related expenses, the net amount of funds raised is RMB 71185978201.
The above-mentioned raised funds were transferred to the special account of raised funds on December 28, 2021. Zhonghui Certified Public Accountants (special general partnership) verified the availability of funds raised by the company by issuing convertible corporate bonds to unspecified objects as of December 28, 2021, and issued the verification report on the availability of funds raised by bonds (Zhonghui kuaiyan [2021] No. 8205).
The listing time of the convertible corporate bonds issued by the company this time is January 21, 2022. The bond is abbreviated as Patty convertible bonds, bond Code: 123133. The starting and ending date of the conversion is from the first trading day (June 28, 2022) six months after the end of the issuance of convertible corporate bonds (December 28, 2021) to the maturity date of convertible corporate bonds (December 21, 2027). 2、 Relevant provisions on the price adjustment of convertible corporate bonds
According to the adjustment method and calculation formula of the conversion price specified in the prospectus, after the issuance of convertible corporate bonds, when the company's shares change due to the distribution of stock dividends, conversion to share capital, issuance of new shares or allotments, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), The conversion price will be adjusted according to the following formula (two decimal places shall be reserved, and the last one shall be rounded): distribution of stock dividends or conversion of 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: P1 is the adjusted conversion price, P0 is the conversion price before the adjustment, n is the ratio of share offering or conversion to increased share capital, K is the ratio of additional shares or allotment, a is the price of additional shares or allotment, and D is the cash dividend per share.
When the above shares and / or shareholders' equity changes, the company will adjust the conversion price in turn, publish the announcement of the resolution of the board of directors on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment measures and the period of suspension of 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 department at that time. 3、 Previous adjustment of share conversion price
According to the prospectus, the initial conversion price of Patty's convertible bonds is 19.92 yuan / share, which has not yet entered the conversion period. In addition to the adjustment of the conversion price, there are no other circumstances to adjust the conversion price of Patty's convertible bonds. 4、 The price of convertible corporate bonds is adjusted this time
On May 12, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the proposal on the profit distribution plan for 2021. The equity distribution plan is: Based on the total share capital on the date of equity registration minus the total share capital of the repurchased shares in the special account when the company implemented the profit distribution plan, distribute cash dividends of RMB 0.30 (including tax) to all shareholders for every 10 shares, do not give bonus shares, and do not convert the accumulation fund into share capital, The remaining undistributed profits are carried forward to the next year. After the announcement of this profit distribution plan and before the implementation date (excluding), if the total share capital of the company changes, the total amount of cash dividends will be adjusted accordingly according to the principle of "cash dividend proportion". For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The announcement on the implementation of annual equity distribution in 2021 (Announcement No.: 2022070) disclosed.
Since the equity registration date of the company's equity distribution in 2021 is May 25, 2022 and the ex dividend date is May 26, 2022, the conversion price of Patty's convertible bonds will be adjusted from RMB 19.92/share to RMB 18.89/share from the ex dividend date (May 26, 2022). The calculation process is as follows:
P1 = p0-d = 19.92-0.03 = 18.89 yuan / share
Where: P1 is the adjusted conversion price, P0 is the adjusted conversion price, and D is the cash dividend per share (0.03 yuan / share). 5、 Suspension of share conversion
Patty's convertible bonds have not yet entered the conversion period and are not applicable. 6、 Review procedures for implementation
On May 18, 2022, the 13th meeting of the third board of directors and the 11th meeting of the third board of supervisors respectively considered and approved the adjustment of the conversion price. According to the prospectus and the relevant authorization of the general meeting of shareholders, this matter is within the scope of the deliberation power of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed their independent opinions with explicit consent, which are as follows:
After review, we believe that the company's adjustment of the price of Patty's convertible bonds and shares due to the implementation of the equity distribution in 2021 complies with laws and regulations such as the securities law, the measures for the administration of the registration of securities issuance of companies listed on the gem (for Trial Implementation), the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 Normative documents, the company's plan for issuing convertible corporate bonds to unspecified objects, the prospectus for issuing convertible corporate bonds to unspecified objects on the gem and other relevant provisions. The relevant review procedures comply with the above provisions and the authorization of the general meeting of shareholders of the company, and there is no situation detrimental to the interests of the company, all shareholders and convertible bond holders of the company.
To sum up, we unanimously agree that the company will adjust the price of Patty's convertible bonds into shares this time.. 7、 Documents for future reference
(I) announcement on the resolution of the 13th meeting of Petpal Pet Nutrition Technology Co.Ltd(300673) the third board of directors signed by all directors attending the meeting;
(II) documents of Shenzhen Branch of China Securities Depository and Clearing Corporation on confirming the specific time arrangement of dividend distribution and share capital conversion;
(III) other documents required by SZSE.
It is hereby announced.
Petpal Pet Nutrition Technology Co.Ltd(300673) board of directors may 20, 2002