Securities code: 300645 securities abbreviation: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Announcement No.: 2022-010 bond Code: 123043 bond abbreviation: Zhengyuan convertible bond
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
The first suggestive announcement on the redemption of “Zhengyuan 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. The redemption price of “Zhengyuan convertible bonds” (bond Code: 123043): 100.67 yuan / piece (including the current accrued interest, the current annual interest rate is 0.70%, and the current interest includes tax). The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”). 2. Redemption registration date: Thursday, February 17, 2022
3. Redemption date: Friday, February 18, 2022
4. Stop trading and share conversion date: Friday, February 18, 2022
5. Fund arrival date (to the account of the clearing company): Wednesday, February 23, 2022
6. Arrival date of investor redemption money: Friday, February 25, 2022
7. Redemption category: full redemption
8. Risk tips:
(1) According to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “Zhengyuan convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issues the relevant announcement. Therefore, the trading time of “Zhengyuan convertible bonds” may be advanced, At that time, please pay attention to the announcement of stopping trading issued by the company in time.
(2) As of February 17, 2022, “Zhengyuan convertible bonds” that have not been converted into shares after the closing of the market will be forcibly redeemed at the price of 100.67 yuan / piece. Due to the large difference between the current secondary market price and the redemption price, investors may face losses if they fail to convert shares in time; After the redemption, the “Zhengyuan convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Zhengyuan convertible bonds” held by the holder are pledged or frozen, it is recommended to lift the pledge and freeze before the date of suspension of trading and share conversion, so as to avoid the situation of forced redemption due to inability to convert shares.
The bondholders of “Zhengyuan convertible bonds” are reminded to pay attention to converting shares within the time limit.
Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as the “company”) held the first meeting of the Fourth Board of directors on January 14, 2022, deliberated and adopted the proposal on early redemption of “Zhengyuan convertible bonds”, which triggered the conditional redemption terms agreed in the prospectus for public issuance of convertible corporate bonds on the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) gem (hereinafter referred to as the prospectus), The board of directors of the company agrees to exercise the early redemption right of “Zhengyuan convertible bonds”. The matters related to the redemption of “Zhengyuan convertible bonds” are hereby announced as follows:
1、 Basic information of “Zhengyuan convertible bonds”
(I) issuance of convertible bonds
With the approval of “zjxk [2019] No. 2985” document of China Securities Regulatory Commission, the company publicly issued 1.75 million convertible corporate bonds to the public on March 5, 2020, with a face value of RMB 100.00 each and a total issuance amount of RMB 175 million.
(II) listing of convertible bonds
With the consent of SZS [2020] No. 205 document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the company’s 175 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since March 31, 2020. The bonds are referred to as “Zhengyuan convertible bonds” for short and the bond code is “123043”.
(III) price adjustment of convertible bonds to shares
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the prospectus, “Zhengyuan convertible bonds” the conversion period of convertible corporate bonds issued this time starts from the first trading day (September 11, 2020) six months after the end of the issuance of convertible corporate bonds (March 11, 2020) to the maturity date of convertible corporate bonds (March 4, 2026), and the initial conversion price is 15.47 yuan / share.
The company implemented the 2019 annual equity distribution plan on June 30, 2020, and distributed a cash dividend of RMB 0.60 (including tax) to all shareholders for every 10 shares based on the company’s total share capital of 126666667 shares. According to relevant regulations, the conversion price of “Zhengyuan convertible bonds” is adjusted from 15.47 yuan / share to 15.41 yuan / share. The adjusted conversion price will take effect from June 30, 2020.
The company implemented the 2020 annual equity distribution plan on June 9, 2021, and distributed a cash dividend of RMB 0.299983 (including tax) to all shareholders for every 10 shares based on the company’s share capital of 127321165 shares. According to relevant regulations, the conversion price of “Zhengyuan convertible bonds” is adjusted from 15.41 yuan / share to 15.38 yuan / share. The adjusted conversion price will take effect from June 9, 2021.
2、 Achievements of conditional redemption clauses of “Zhengyuan convertible bonds”
(I) “conditional redemption terms” agreed in the prospectus
“During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time;
i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment. “
(II) achievement of conditional redemption terms
From August 11, 2021 to September 23, 2021, the closing price of the company’s shares for 15 of the 30 consecutive trading days is not lower than 130% (i.e. 19.99 yuan / share) of the current conversion price of “Zhengyuan convertible bonds” (15.38 yuan / share), triggering the conditional redemption terms agreed in the prospectus, That is, “if the closing price of the company’s shares on at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price”.
At the 30th meeting of the third board of directors held on September 23, 2021, the company deliberated and approved the proposal on not redeeming “Zhengyuan convertible bonds” in advance. At the same time, the board of directors of the company decided that when triggering conditional redemption terms from September 24, 2021 to December 23, 2021, the “Zhengyuan convertible bonds” was considered comprehensively in combination with the stock price performance and the latest conversion of “Zhengyuan convertible bonds”, The company does not exercise the right of early redemption. Recalculating from December 24, 2021, if the conditional redemption clause is triggered again by “Zhengyuan convertible bonds”, the board of directors will hold a separate meeting to decide whether to exercise the early redemption right of “Zhengyuan convertible bonds”. For details, see the announcement on not redeeming “Zhengyuan convertible bonds” in advance (Announcement No.: 2021-084) disclosed by the company on cninfo.com on September 24, 2021.
From December 24, 2021 to January 14, 2022, the closing price of the company’s shares has been no less than 130% (19.99 yuan / share) of the current conversion price (15.38 yuan / share) of “Zhengyuan convertible bonds” for 15 consecutive trading days. Trigger the conditional redemption terms agreed in the prospectus again.
3、 Redemption implementation arrangement
(I) redemption price in accordance with the provisions on conditional redemption in the prospectus, the redemption price of “Zhengyuan convertible bonds” is 100.67 yuan / piece. The calculation process is as follows:
The calculation formula of current accrued interest is: ia = B × i × t/365
Among them, interest days: the actual calendar days from the interest starting date (March 5, 2021) to the redemption date of this interest year (February 18, 2022) are 350 days (the beginning does not count the end).
Current accrued interest of each bond ia = b × i × t/365=100 × 0.7% × 350 / 365 = 0.67 yuan / piece
Redemption price of each bond = face value of the bond + accrued interest of the current period = 100 + 0.67 = 100.67 yuan / piece
The redemption price after tax deduction shall be subject to the price approved by zhongdeng company. The company will not withhold the interest income tax of the holder.
(II) redemption object
As of the closing of the redemption registration date (February 17, 2022), all holders of “Zhengyuan convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(III) redemption procedure and schedule
1. The company will publish at least three redemption announcements on the information disclosure media designated by the CSRC within 5 trading days after meeting the redemption conditions for the first time to inform the holders of “Zhengyuan convertible bonds” of the redemption.
2. “Zhengyuan convertible bonds” will stop trading and conversion from February 18, 2022.
3. According to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the detailed rules), if the circulating face value of “Zhengyuan convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issues the relevant announcement. Therefore, the trading time of “Zhengyuan convertible bonds” may be stopped earlier, At that time, please pay attention to the announcement of stopping trading issued by the company in time.
4. February 18, 2022 is the redemption date of “Zhengyuan convertible bonds”. The company will fully redeem the “Zhengyuan convertible bonds” registered in zhongdeng company as of the closing of the redemption registration date (February 17, 2022). After the early redemption, Zhengyuan convertible bonds will be delisted in Shenzhen Stock Exchange.
5. February 23, 2022 is the date when the issuer’s funds arrive, and February 25, 2022 is the date when the redemption money reaches the capital account of the “Zhengyuan convertible bond” holder. At that time, the redemption money of the “Zhengyuan convertible bond” will be directly transferred to the capital account of the “Zhengyuan convertible bond” holder through the Convertible Bond Custody broker.
6. The company will publish the announcement of redemption results and the announcement of delisting of convertible bonds on the information disclosure media designated by the CSRC within 7 trading days after the redemption.
4、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Zhengyuan convertible bonds” within six months before the redemption conditions are met
According to the self inspection of the company, within six months before the redemption conditions are met (i.e. from July 14, 2021 to January 14, 2022), the actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not trade “positive yuan into bonds”.
5、 Other matters to be explained
1. “Zhengyuan convertible bonds” will stop trading and conversion from February 18, 2022. However, if the circulating face value of “Zhengyuan convertible bonds” is less than RMB 30 million, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “Zhengyuan convertible bonds” may be advanced. In addition, from the disclosure date of the redemption announcement of “Zhengyuan convertible bonds” to the redemption date, during the trading hours of the trading day of Shenzhen Stock Exchange, “Zhengyuan convertible bonds” can be traded and converted into shares normally.
2. If the holder of “Zhengyuan convertible bonds” handles the conversion of shares, he must report the conversion of shares through the securities company hosting the bonds. It is recommended that the holders of convertible bonds consult the opening securities company before reporting.
3. The reporting unit of convertible bond to share conversion is 1 piece, 1 piece is the denomination of 100 yuan, and the minimum unit converted into shares is 1 share; In case of multiple applications for share conversion within the same trading day, the number of share conversions will be calculated on a consolidated basis. For the convertible bonds that are not enough to convert 1 share at the time of share conversion, the company will cash the face balance of the convertible bonds and the corresponding accrued interest of the current period within five trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
4. Convertible bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the declaration of convertible shares. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
5. If investors need to know other relevant contents of “Zhengyuan convertible bonds”, please refer to the website on March 3, 2020（ http://www.cn.info.com.cn. ）Prospectus for public issuance of convertible corporate bonds on the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) gem disclosed on the.
6、 Review procedures for this redemption
(I) opinions of the board of directors
The company held the first meeting of the Fourth Board of directors on January 14, 2022, deliberated and adopted the proposal on early redemption of “Zhengyuan convertible bonds”. Considering the current market situation and the actual situation of the company, the board of directors agreed that the company would exercise the right of early redemption of “Zhengyuan convertible bonds”, and planned to redeem all “Zhengyuan convertible bonds” in advance on February 18, 2022. According to the prospectus, the redemption price was the face value of the bonds (RMB 100) plus the accrued interest of the current period. The board of Directors believes that the company’s exercise of the early redemption right of “Zhengyuan convertible bonds” is in line with the public interest
