Securities code: Jiangxi Zhengbang Technology Co.Ltd(002157) securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2022079 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157)
Announcement on downward revision of convertible corporate bond conversion price
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.
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Bond Code: 128114
Bond abbreviation: Zhengbang convertible bond
Conversion price before correction: RMB 14.77/share
Revised conversion price: RMB 6.08/share
Effective date of the revised conversion price: May 23, 2022
1、 Basis and reasons for downward revision of conversion price
Approved by the reply on approving Jiangxi Zhengbang Technology Co.Ltd(002157) public issuance of convertible corporate bonds (zjxk [2020] No. 1017) of China Securities Regulatory Commission, the company publicly issued 16 million convertible corporate bonds on June 17, 2020, with a face value of 100 yuan each and a total issuance amount of 160 million yuan. With the consent of “SZS [2020] No. 619” document of Shenzhen Stock Exchange, the company’s 160 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since July 15, 2020. The bonds are referred to as “Zhengbang convertible bonds” for short and the bond code is “128114”.
1. According to the downward revision of the conversion price in the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”):
During the duration of the convertible corporate bonds issued this time, when the closing price of the issuer’s shares is lower than 85% of the current conversion price for 15 of the 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders of the company for voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher one between the average trading price of the company’s shares 20 trading days before the date of the shareholders’ meeting and the average price of the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and stock par value.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. As of the disclosure date of this announcement, the closing price of the company’s A-share price has been lower than 85% (i.e. 12.55 yuan / share) of the current conversion price for at least 15 trading days in any 30 consecutive trading days, which has met the conditions for downward correction of the conversion price specified in the prospectus. In order to fully protect the interests of bondholders, optimize the capital structure of the company and support the long-term development of the company, the board of directors of the company decided to revise the “conversion price of Zhengbang convertible bonds” downward
2、 Review procedures and results of downward revision of conversion price
The company held the 17th extraordinary meeting of the sixth board of directors on April 20, 2022 and May 20, 2022 respectively, and the 2021 annual general meeting of shareholders reviewed and approved the proposal on downward revision of convertible corporate bond conversion price proposed by the board of directors and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to downward revision of convertible corporate bond conversion price. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The average trading price of the company’s shares 20 trading days before the convening of the 2021 annual general meeting is RMB 6.08/share, the average trading price of the company’s shares on the trading day before the convening of the 2021 annual general meeting is RMB 5.78/share, the latest audited net assets per share of the company is RMB 0.65, and the par value of the shares is RMB 1. Therefore, the stock conversion price of “Zhengbang convertible bonds” after this amendment shall not be less than RMB 6.08/share. After comprehensively considering the above-mentioned average trading price of the company’s shares, the impact of share dilution and stock price, the company held the 38th meeting of the sixth board of directors on May 20, 2022, deliberated and adopted the proposal on downward revision of the conversion price of convertible corporate bonds, and decided to revise the conversion price of “Zhengbang convertible bonds” downward to RMB 6.08/share. The implementation date of this conversion price adjustment is May 23, 2022.
2、 Documents for future reference 1. Resolutions of the 38th meeting of the 6th board of directors. It is hereby announced.
Jiangxi Zhengbang Technology Co.Ltd(002157) board of directors
May 21, 2002
