Securities code: Zhejiang Communications Technology Co.Ltd(002061) securities abbreviation: Zhejiang Communications Technology Co.Ltd(002061) Announcement No.: 2022064 bond Code: 128107 bond abbreviation: Jiaoke convertible bond
Zhejiang Communications Technology Co.Ltd(002061)
The first announcement on the implementation of redemption of “Jiaoke 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. Redemption registration date of “Jiaoke convertible bonds”: July 7, 2022
2. Redemption date of “Jiaoke convertible bonds”: July 8, 2022
3. Redemption price of “Jiaoke convertible bond”: 100.21 yuan / piece (including current accrued interest, current annual interest rate is 1.00%, and current interest includes tax)
4. Date of receipt of funds of the issuer (company): July 13, 2022
5. Arrival date of redemption funds of “Jiaoke convertible bonds” investors: July 15, 2022
6. Stop trading and share conversion date of “Jiaoke convertible bonds”: July 8, 2022
7. Redemption category of “Jiaoke convertible bonds”: full redemption
8. Risk tips:
(1) “Jiaoke convertible bonds” is planned to stop trading on July 8, 2022. 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 “Jiaoke 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 “Jiaoke convertible bonds” may be advanced.
(2) According to the arrangement, the “Jiaoke convertible bonds” that have not been converted into shares after the closing of the market on July 7, 2022 will be forcibly redeemed at the price of 100.21 yuan / piece. Due to the large difference between the current secondary market price of “Jiaoke convertible bonds” and the redemption price, investors may face losses if they fail to convert shares in time. Please pay attention to the investment risk. After the redemption, “Jiaoke convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Jiaoke convertible bonds” held by the holder are pledged or frozen, it is suggested to lift the pledge and freeze before the date of stopping trading and share conversion, so as to avoid being redeemed due to failure to convert shares.
1、 Overview of redemption
(I) triggering redemption
With the approval of “zjxk [2020] No. 524” document of China Securities Regulatory Commission, the company publicly issued 25 million convertible corporate bonds on April 22, 2020, with a face value of 100 yuan each and a total issuance amount of 2.5 billion yuan. With the consent of “SZS [2020] No. 402” document of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the company’s 2.5 billion yuan convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from May 22, 2020. The bonds are referred to as “Jiaoke convertible bonds” and the bond code is “128107”.
According to the prospectus of Zhejiang Communications Technology Co.Ltd(002061) public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the term of convertible bonds to shares of this issuance starts from the first trading day (October 28, 2020) after the expiration of six months from the date of issuance, April 28, 2020, to the maturity date of convertible bonds (April 22, 2026).
According to the profit distribution plan approved by the 2019 annual general meeting of shareholders, the company implements equity distribution, and the conversion price of “Jiaoke convertible bonds” is adjusted from 5.48 yuan / share to 5.36 yuan / share. The adjusted conversion price will take effect from June 3, 2020 (ex right and ex dividend date). For details, please refer to the company’s disclosure in securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on May 27, 2020 Announcement on the price adjustment of “Jiaoke convertible bonds” (Announcement No.: 2020069).
According to the profit distribution plan approved by the 2020 annual general meeting of shareholders, the company implements equity distribution, and the share conversion price of “Jiaoke convertible bonds” is adjusted from 5.36 yuan / share to 5.24 yuan / share. The adjusted share conversion price will take effect from July 13, 2021 (ex rights and ex interests date). For details, see the announcement on the price adjustment of “Jiaoke convertible bonds” (Announcement No.: 2021070) disclosed by the company in the securities times, securities daily and cninfo.com on July 6, 2021.
The closing price of the company’s shares for at least 15 consecutive 30 trading days from April 7, 2022 to May 23, 2022 is not lower than 130% (including 130%) (i.e. 6.81 yuan / share) of the current conversion price of “Jiaoke convertible bonds” (i.e. 5.24 yuan / share), which has triggered the relevant provisions of conditional redemption clauses in the prospectus.
On May 23, 2022, the company held the 15th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors, deliberated and approved the proposal on early redemption of “Jiaoke convertible bonds”, agreed that the company would exercise the conditional redemption right of “Jiaoke convertible bonds”, and redeem all registered “Jiaoke convertible bonds” that have not been converted into shares at the price of face value plus accrued interest in the current period. The independent directors of the company expressed relevant independent opinions on the matter.
(II) redemption terms
According to the prospectus, the conditional redemption terms of “Jiaoke convertible bonds” are as follows:
1. Conditional redemption
During the conversion period, when any of the following circumstances occurs, the company has the right to decide to redeem all or part of the non converted convertible corporate bonds at the price of the face value of the bonds plus the accrued interest of the current period:
(1) Zhejiang Communications Technology Co.Ltd(002061) stock’s closing price shall not be lower than 130% (including 130%) of the current conversion price for at least 15 trading days in any 30 consecutive trading days;
(2) When the balance of convertible corporate bonds not converted into shares 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 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: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
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 adjustment on the trading day before the adjustment, and according to the conversion price and closing price after the adjustment on the trading day after the adjustment.
2、 Redemption implementation arrangement
1. Redemption price and determination basis of redemption price
According to the agreement on conditional redemption in the company’s prospectus, the redemption price of “Jiaoke convertible bonds” is 100.21 yuan / piece.
The calculation process is as follows:
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 held by the holders of convertible corporate bonds issued this time; i: Refers to 1% of the coupon rate of convertible corporate bonds in the current year;
t: It refers to the number of interest days, that is, the actual calendar days from April 22, 2022, the last interest payment date to July 8, 2022, the redemption date of this interest year is 77 days (the beginning does not count the end).
Current interest ia = b × i × t/365100 × 1% × 77 / 365 = 0.21 yuan / piece;
Redemption price = face value of bonds + current interest = 100 + 0.21 = 100.21 yuan / piece;
For individual investors holding “Jiaoke convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and paid by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company will not withhold and pay the income tax, and the actual redemption price of each bond after deduction is 100.17 yuan; For qualified foreign investors (qfll and rqfll) holding “Jiaoke convertible bonds”, according to the notice on the enterprise income tax and value-added tax policy of overseas institutions investing in the domestic bond market (CS [2018] No. 108), the enterprise income tax and value-added tax will be exempted temporarily, and the redemption price of each is 100.21 yuan; For other bondholders holding “Jiaoke convertible bonds”, they shall pay bond interest income tax by themselves, and the redemption price of each bond is 100.21 yuan.
2. Redemption object
As of the closing of the market on the redemption registration date (July 7, 2022), all holders of “Jiaoke convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Redemption procedure and schedule
(1) The company will issue 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 (i.e. from May 24, 2022 to May 30, 2022), notifying the holders of “Jiaoke convertible bonds” of the relevant matters of this redemption.
(2) July 7, 2022 is the last trading day and stock conversion day of “Jiaoke convertible bonds”. From July 8, 2022, “Jiaoke convertible bonds” will stop trading and stock conversion. 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 “Jiaoke convertible bond” 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 “Jiaoke convertible bond” may be stopped in advance. Please pay attention to the announcement of the company in time.
(3) July 8, 2022 is the redemption date of “Jiaoke convertible bonds”. The company will fully redeem the “Jiaoke convertible bonds” registered after the closing of the market as of the redemption registration date (the trading day before the redemption date: July 7, 2022). Since July 8, 2022, “Jiaoke convertible bonds” has stopped converting shares. After the completion of this early redemption, “Jiaoke convertible bonds” will be delisted in Shenzhen Stock Exchange.
(4) July 15, 2022 is the date when the redemption money reaches the capital account of the holder of “Jiaoke convertible bonds”. At that time, the redemption money of “Jiaoke convertible bonds” will be directly transferred to the capital account of the holder of “Jiaoke convertible bonds” through the Convertible Bond Custody broker. (5) 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. Consultation mode
Contact Department: Office of the board of directors of the company
Tel.: 05718756 9087
3、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Jiaoke convertible bonds” within six months before the redemption conditions are met
Within six months before the redemption conditions are met (i.e. from November 24, 2021 to May 23, 2022), the actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not trade “Jiaoke convertible bonds”.
4、 Other matters
1. “Jiaoke convertible bonds” will stop trading and share conversion from July 8, 2022. According to the relevant provisions of “adjustment method and calculation formula of conversion price” in the prospectus and the relevant business handling guidelines, during the implementation of equity distribution in 2021, “Jiaoke convertible bonds” will suspend the conversion of shares, and the specific contents shall be subject to the announcement disclosed by the company. In addition, from the release date of the redemption announcement of “Jiaoke convertible bonds” to the redemption date, during the trading hours of the trading day of Shenzhen Stock Exchange, “Jiaoke convertible bonds” can be traded and converted into shares normally.
2. If the holder of “Jiaoke 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 securities company that opened the account before reporting. 3. The minimum amount of convertible bonds is 1 unit of 100 shares; In case of multiple applications for share conversion within the same trading day, the number of shares converted will be calculated together. For the convertible bonds that are not enough to convert one share at the time of share conversion, the company will pay the face value of the convertible bonds and the corresponding accrued interest of the current period in cash within 5 trading days after the date of share conversion in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments.
5、 Documents for future reference
1. Resolutions of the 15th meeting of the 8th board of directors;
2. Resolutions of the 9th meeting of the 8th board of supervisors;
3. Independent opinions of independent directors on relevant matters;
4. Legal opinion of Zhejiang Liuhe law firm on early redemption of Zhejiang Communications Technology Co.Ltd(002061) convertible corporate bonds;
5. Dongxing Securities Corporation Limited(601198) , Zheshang Securities Co.Ltd(601878) verification opinions on Zhejiang Communications Technology Co.Ltd(002061) exercising the right of early redemption of “Jiaoke convertible bonds”.
It is hereby announced.
Zhejiang Communications Technology Co.Ltd(002061) board of directors may 24, 2022
