Securities code: Sichuan Guoguang Agrochemical Co.Ltd(002749) securities abbreviation: Sichuan Guoguang Agrochemical Co.Ltd(002749) Announcement No.: 2022038 bond Code: 128123 bond abbreviation: Guoguang convertible bond
Sichuan Guoguang Agrochemical Co.Ltd(002749)
Announcement on the price adjustment of “Guoguang convertible 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. Before adjustment, the conversion price of “Guoguang convertible bonds” was 13.49 yuan / share
2. After adjustment, the conversion price of “Guoguang convertible bonds” is 13.17 yuan / share
3. Starting date of share conversion price adjustment: May 27, 2022
1、 Relevant provisions on the price adjustment of “Guoguang convertible bonds”
Sichuan Guoguang Agrochemical Co.Ltd(002749) (hereinafter referred to as “the company”) publicly issued 3.2 million convertible corporate bonds (bond abbreviation: Guoguang convertible bonds, bond Code: 128123) on July 27, 2020. According to the issuance terms of Sichuan Guoguang Agrochemical Co.Ltd(002749) prospectus for public issuance of convertible corporate bonds and the relevant provisions of China Securities Regulatory Commission on the issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds”), After the issuance of “Guoguang convertible bonds”, if the company distributes stock dividends, converts to increase share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), allots shares and distributes cash dividends, the conversion price will be adjusted accordingly (keep the last two digits and round the last one). The specific adjustment formula of share conversion price is as follows:
Bonus shares distributed or converted into 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 transfer price; P0 is the transfer price before adjustment; N is the ratio of bonus shares or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is 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 conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of conversion price adjustment, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible 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.
2、 Reasons and results of the price adjustment of “Guoguang convertible bonds”
(I) reasons for share conversion price adjustment
1. Due to the restricted stock incentive plan of 2021 on March 29, 2021, the conversion price needs to be supplemented and adjusted
After deliberation and approval of the first extraordinary general meeting of shareholders in 2021, the 25th (Interim) meeting of the Fourth Board of directors and the 25th (Interim) meeting of the Fourth Board of supervisors, the company implemented the restricted stock incentive plan in 2021 and granted 548373 restricted shares to 208 incentive objects at a price of 5.54 yuan, And completed the registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on March 26, 2021. The listing date of the restricted shares granted for registration is March 30, 2021. The total share capital before the completion of grant registration is
430884770 shares. (for details, the company published on the designated information disclosure media “Securities Times”, “China Securities News”, “Securities Daily”, “Shanghai Securities News” and cninfo.com (www.cn. Info. Com. CN.) on March 29, 2021.) Announcement on the completion of the registration of the grant of restricted shares under the restricted stock incentive plan in 2021)
The conversion price should have been adjusted after the listing of restricted shares on March 29, 2021. However, the company did not adjust the conversion price in time after the granting of equity incentive shares in 2021 due to its poor understanding of the timing of the adjustment of the conversion price involved in the granting of equity incentive shares. From March 2021 to may 2022, the company adjusted the conversion price of some restricted shares twice due to the implementation of 2020 profit distribution and repurchase cancellation of 2018 restricted stock incentive plan. Here, the conversion price of restricted shares granted in March 2021 is supplemented and adjusted, and the subsequent two conversion price adjustments are corrected simultaneously. The Company Apologizes for the inconvenience caused to the majority of investors by this correction. Please understand.
The specific corrections are as follows:
(1) Supplementary adjustment of conversion price after the listing of equity incentive restricted shares on March 29, 2021
The conversion price should have been adjusted after the listing of restricted shares on march292021. However, due to the company’s poor understanding of the timing of the adjustment of the conversion price involved in the granting of equity incentive, the conversion price was not adjusted in time after the granting of equity incentive shares in 2021. Therefore, the supplementary adjustments are as follows:
Adjusted conversion price P1 = (P0 + a) × k）/（1+k）=[13.70+5.54 × （5,483730/430884,770） × 100%）]/[1+（5,483730/430884,770） × 100%)] = 13.60 yuan / share
(2) Correction of share conversion price due to the adjustment of profit distribution in 2020 implemented on June 4, 2021
The adjusted conversion price on June 4, 2021 is 13.48 yuan / share (for details, see the company’s publication on the designated information disclosure media securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo.com.cn on May 27, 2021) The announcement on the price adjustment of “Guoguang convertible bonds” is now corrected as follows:
Adjusted conversion price P1 = p0-d = 13.60-0.22 = 13.38 yuan / share
(3) Due to the repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan on September 9, 2021, the conversion price is adjusted and corrected
The adjusted conversion price on September 9, 2021 is 13.49 yuan / share (for details, see the company’s publication on the designated information disclosure media securities times, China Securities News, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn. On September 9, 2021) The announcement on the price adjustment of “Guoguang convertible bonds” is now corrected as follows:
Adjusted conversion price P1 = (P0 + a) × k）/（1+k）=[13.38+5.2504 × （-737442/436371,545） × 100%）]/[1+（-737442/436371,545） × 100%)] = 13.39 yuan / share
2. Adjust the conversion price due to the implementation of profit distribution in 2021
The third meeting of the Fifth Board of directors and the 2021 annual general meeting of shareholders of the company considered and approved the proposal on the profit distribution plan in 2021, and agreed that the company would distribute cash dividends of 2.20 yuan (including tax) to all shareholders based on the total share capital on the equity registration date when the distribution plan was implemented in the future, and the total share capital of the company changed from the date of disclosure of the plan to the date of equity distribution and equity registration, The distribution shall be carried out in accordance with the principle of “the distribution proportion per share remains unchanged and the total distribution shall be adjusted accordingly”.
The company will implement the equity distribution in 2021 on May 26, 2022 (equity registration date), and the ex right and ex interest date is May 27, 2022. For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the designated information disclosure media Announcement on the implementation of annual equity distribution in 2021.
(II) adjustment results of share conversion price
According to the issuance terms of the company’s prospectus for public issuance of convertible corporate bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of “Guoguang convertible bonds” is adjusted as follows:
P1 = p0-d = 13.39-0.22 = 13.17 yuan / share
The price adjustment takes effect on February 27, 2025.
It is hereby announced.
Sichuan Guoguang Agrochemical Co.Ltd(002749) board of directors may 21, 2022
