Securities code: 603877 securities abbreviation: Ningbo Peacebird Fashion Co.Ltd(603877) Announcement No.: 2022-003
Bond Code: 113627 bond abbreviation: Taiping convertible bond
Ningbo Peacebird Fashion Co.Ltd(603877)
Announcement on the conversion of “Taiping convertible bonds” into shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Convertible bond Code: 113627
Abbreviation of convertible bonds: Taiping convertible bonds
Conversion price: 50.32 yuan / share
Start and end date of share conversion period: January 21, 2022 to July 14, 2027
1、 Issuance and listing of convertible bonds
Approved by the reply on approving Ningbo Peacebird Fashion Co.Ltd(603877) public issuance of convertible corporate bonds (zjxk [2021] No. 646) of China Securities Regulatory Commission, Ningbo Ningbo Peacebird Fashion Co.Ltd(603877) fashion clothing
Decoration Co., Ltd. (hereinafter referred to as “the company”) publicly issued convertible corporate bonds on July 15, 2021
There are 8 million bonds (hereinafter referred to as “convertible bonds”), each with a face value of 100 yuan (currency: RMB, the same below), with a total raised capital of 80 million yuan and a term of 6 years.
With the consent of self regulatory decision [2021] No. 334 of Shanghai Stock Exchange, the company can pay 80 million yuan
Convertible bonds have been listed and traded in Shanghai Stock Exchange since August 6, 2021. The bonds are referred to as “Taiping convertible bonds” for short
Coupon code “113627”.
According to relevant regulations and Ningbo Peacebird Fashion Co.Ltd(603877) public issuance of convertible corporate bonds
As agreed in the prospectus, the “Taiping convertible bonds” issued by the company will be convertible from January 21, 2022
Shares of the company.
2、 Relevant terms of “Taiping convertible bond” conversion
(I) issuance scale: 80 million yuan.
(II) face value: each face value is 100 yuan, which is issued at face value.
(III) coupon rate: 0.30% in the first year, 0.50% in the second year, 1.00% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year. The redemption price at maturity is 110 yuan (including the last interest).
(IV) bond term: six years, from July 15, 2021 to July 14, 2027. (V) start and end date of share conversion period: January 21, 2022 to July 14, 2027.
(VI) conversion price: 50.32 yuan / share.
3、 Matters related to share conversion declaration
(I) code and abbreviation of convertible bonds
Convertible bond Code: 113627
Abbreviation of convertible bonds: Taiping convertible bonds
(II) application procedures for share conversion
1. The application for share conversion shall be made through the trading system of Shanghai Stock Exchange in the form of offer in accordance with the relevant provisions of Shanghai Stock Exchange.
2. The holder may apply to convert all or part of the “Taiping convertible bonds” in his account into shares of the company. 3. The reporting unit of convertible bonds to shares is one hand, the face value of one hand is 1000 yuan, and the minimum unit converted into shares is one 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 one share at the time of share conversion, the company will redeem them in cash through China Securities Depository and Clearing Co., Ltd. on the trading day next to the reporting date of share conversion.
4. The reporting direction of convertible bonds to shares is to sell, and the price is 100 yuan. Once the reporting of convertible bonds to shares is confirmed, the order cannot be cancelled. 5. The trading declaration of convertible bonds has priority over the conversion declaration. For the declaration exceeding the balance of convertible bonds after liquidation on the current day, the converted shares shall be calculated according to the actual number of convertible bonds (i.e. the balance of the current day).
(III) reporting time of share conversion
During the conversion period (i.e. from January 21, 2022 to July 14, 2027), the holder may declare the conversion during the normal trading hours of the trading day of Shanghai Stock Exchange, except for the following hours:
1. The trading suspension time of convertible bonds before the trading of “Taiping convertible bonds” is stopped;
2. The suspension time of the company’s shares;
3. The period during which the company applies to stop the conversion of shares in accordance with relevant regulations.
After confirming the validity of the share conversion application, China Securities Depository and Clearing Co., Ltd. Shanghai Branch will write down (freeze and cancel) the balance of the convertible bonds of the holders of “Taiping convertible bonds”, increase the corresponding number of shares of the holders of “Taiping convertible bonds” and complete the change registration.
(V) listing and trading of new shares converted from convertible bonds to shares and rights and interests enjoyed
Convertible bonds purchased on the same day may apply for share conversion on the same day. Newly added shares from convertible bonds may be listed and circulated on the next trading day after the declaration of conversion. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
(VI) relevant taxes in the process of share conversion
In case of any relevant tax during the conversion of convertible bonds into shares, the taxpayer shall bear it by himself.
(VII) ownership of interest in the conversion year
“Taiping convertible bonds” adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of the convertible bonds, i.e. July 15, 2021. Convertible bonds converted into shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights) shall not enjoy the interest of the current and subsequent interest bearing years.
4、 Adjustment of convertible bond to share price
(I) initial conversion price and latest conversion price
The initial conversion price of “Taiping convertible bonds” is 50.32 yuan / share, and the latest conversion price is 50.32 yuan / share. (II) adjustment method and calculation formula of share conversion price
During the duration of “Taiping convertible bonds”, when the company distributes stock dividends, increases its share capital, issues new shares (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), distributes shares and distributes cash dividends, the company will follow the order of the above conditions, The conversion price shall be adjusted cumulatively in turn (two decimal places shall be reserved and the last one shall be rounded). The specific adjustment methods are as follows:
Distribution of stock dividends or conversion to 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 distribution: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P1 is the conversion price after adjustment, P0 is the conversion price before adjustment, n is the share distribution rate or conversion rate, K is the rate of additional shares or allotment rate, a is the new share price or allotment price, 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 relevant announcements 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 for conversion of shares of the holder shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, company merger, division or any other circumstances, resulting in changes in the class, quantity and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible bonds issued this time or the derivative rights and interests of convertible bonds, the company will, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principles of fairness and full protection of the rights and interests of convertible bond holders. 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 authorities at that time.
(III) downward correction clause of share conversion price
1. Correction authority and correction range
During the duration of “Taiping convertible bonds”, when the closing price of the company’s shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction scheme for the conversion price and submit it to the general meeting of shareholders for deliberation and voting, The plan can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible bonds issued by the company shall withdraw; The revised conversion price shall not be lower than the higher of the average trading price of the company’s shares on the 20 trading days before the convening of the general meeting of shareholders and the average trading price of the company’s shares on the previous trading day.
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 adjusted conversion price and closing price on the adjustment day and subsequent trading days.
2. Correction procedure
If the company decides to revise the conversion price downward, the company will publish the announcement of the resolution of the general meeting of shareholders on the information disclosure media of listed companies designated by the CSRC, such as the revision range, equity registration date and the period of suspension of conversion (if necessary). From the first trading day after the equity registration date (i.e. the conversion price correction date), the application for conversion shall be resumed and the corrected conversion price shall be implemented. If the correction date of the share conversion price is on or after the share conversion application date and before the share conversion registration date, such share conversion application shall be executed according to the corrected share conversion price.
5、 Other
If investors need to know the relevant terms of “Taiping convertible bonds”, please refer to the website of the company on Shanghai Stock Exchange on July 13, 2021 (www.sse. Com. CN.) And the prospectus and abstract of Ningbo Peacebird Fashion Co.Ltd(603877) public offering of convertible corporate bonds disclosed by the designated media.
Contact Department: Office of the board of directors Tel.: 0574-56706588 hereby announced.
Ningbo Peacebird Fashion Co.Ltd(603877) board of directors January 17, 2022
