Securities code: 600745 securities abbreviation: Wingtech Technology Co.Ltd(600745) Announcement No.: pro 2022-009 convertible bond Code: 110081 convertible bond abbreviation: Wentai convertible bond
Wingtech Technology Co.Ltd(600745)
Announcement on the price adjustment of “Wentai convertible bonds”
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:
Conversion price of “Wentai convertible bonds” before adjustment: 96.67 yuan / share
Adjusted conversion price of “Wentai convertible bonds”: 96.69 yuan / share
Implementation date of this share conversion price adjustment: January 19, 2022
The start and end date of the stock conversion period of “Wentai convertible bonds” is February 3, 2022 to July 27, 2027. At present, it has not entered the stock conversion period. Please pay attention to the risks
Wingtech Technology Co.Ltd(600745) (hereinafter referred to as “the company”) approved by the reply on approving Wingtech Technology Co.Ltd(600745) public issuance of convertible corporate bonds (zjxk [2021] No. 2338) of China Securities Regulatory Commission, issued 86 million convertible corporate bonds on July 28, 2021, with a face value of 100 yuan each and a total issuance amount of 860 million yuan.
With the consent of self regulatory decision [2021] No. 356 of Shanghai Stock Exchange, the company’s 8600 million yuan convertible corporate bonds will be listed and traded in Shanghai Stock Exchange from August 20, 2021. The bonds are referred to as “Wentai convertible bonds” for short and the bond code is “110081”.
According to relevant regulations and the company’s prospectus for public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the start and end date of the “Wentai convertible bonds” conversion period is from February 3, 2022 to July 27, 2027, and the initial conversion price is 96.67 yuan / share.
1、 Relevant provisions on the price adjustment of “Wentai convertible bonds”
1. According to the provisions of the prospectus, after this issuance, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), distributes shares and distributes cash dividends, The conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
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 corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion shall be executed according to the adjusted conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change the class, quantity and / or shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, as the case may be, follow the principles of fairness, impartiality The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. 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.
2. On January 18, 2022, the 50th meeting of the 10th board of directors of the company deliberated and adopted the proposal on the impact and adjustment scheme of independent exercise of stock options on the conversion price of convertible corporate bonds, and agreed that the impact and adjustment scheme of independent exercise of stock options on the conversion price of convertible corporate bonds are as follows:
(1) According to the formula of share conversion price adjustment in the prospectus and the independent exercise of stock options, it shall be calculated according to the share conversion price adjustment formula at the end of each quarter during the independent exercise period. If the share conversion price adjustment touches 0.01 yuan / share, it shall be adjusted and disclosed;
(2) In case of distribution of stock dividends, conversion to share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), allotment of shares and distribution of cash dividends specified in the prospectus, the company will calculate the impact of independent exercise on the conversion price at the same time, and make synchronous adjustment and disclosure when the conversion price adjustment reaches RMB 0.01/share;
(3) If the stock option is exercised in advance within the vesting period, the impact on the conversion price shall be measured immediately, and the adjustment shall be made and disclosed when the conversion price adjustment reaches 0.01 yuan / share;
(4) Authorize the Secretary of the board of directors to be specifically responsible for calculating the impact on the conversion price during the independent exercise of stock options according to the above scheme, and when the conversion price adjustment touches 0.01 yuan / share, draw up the announcement of the conversion price adjustment of convertible bonds and fulfill the obligation of disclosure.
2、 Adjustment of the conversion price of “Wentai convertible bonds”
(I) reasons for the price adjustment of this share conversion
1. Independent exercise of stock options
In the first exercise period of the stock options first granted by the company’s stock option and restricted stock incentive plan in 2020, the number of exercisable stock options is 3888893, the starting and ending date of exercise is August 30, 2021 to July 6, 2022 (excluding the exercise window period), and the exercise price is 111.725 yuan / share. At present, it is still in the exercise period.
According to the query results of China Securities Depository and Clearing Co., Ltd. Shanghai Branch, from August 30, 2021 to September 30, 2021, stock options were exercised independently and a total of 29869 shares were registered; From October 1, 2021 to December 30, 2021, the stock options were exercised independently and the share registration was completed, with a total of 1150624 shares.
2. Implementation of repurchase and cancellation of restricted shares
After deliberation and approval at the 41st meeting of the 10th board of directors and the second extraordinary general meeting of shareholders in 2021, the company agreed to repurchase and cancel 49389 shares of restricted shares held by 14 incentive objects that have been granted but have not been lifted (including 45304 shares of restricted shares granted in the first phase and 4085 shares of restricted shares reserved for grant), The repurchase price of restricted shares granted in the first phase is 55.705 yuan / share, and the repurchase price of restricted shares reserved for grant is 61.165 yuan / share.
According to the relevant certificates issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the cancellation of this repurchase was completed on September 27, 2021.
(II) price adjustment result of this share conversion
According to the provisions of the prospectus, the company will adjust the conversion price of additional new shares according to the following formula (keep two decimal places and round the last one):
Additional shares or allotment: P1 = (P0 + a) × k）÷（1+k）
Where: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; A is the new share price or allotment price; K is the ratio of additional shares or allotment.
According to the time sequence of events, the specific adjustment process is calculated as follows:
1. From August 30, 2021 to September 30, 2021, the company exercised 29869 shares of stock options under the 2020 equity incentive plan, with an exercise price of 111.725 yuan. The total share capital of the company increased from 1245079062 shares to 1245108931 shares;
A1=111.725，K1=29,869/1,245,079,062
2. On September 27, 2021, the company completed the repurchase and cancellation of restricted shares granted for the first time in the 2020 equity incentive plan. 45304 shares were repurchased and cancelled, with a repurchase price of 55.705 yuan; Completed the repurchase and cancellation of restricted shares reserved for grant under the 2020 equity incentive plan. 4085 shares were repurchased and cancelled at a repurchase price of 61.165 yuan. The total share capital of the company was reduced from 1245108931 shares to 1245059542 shares;
A2=55.705，K2=-45,304/1,245,079,062
A3=61.165，K3=-4,085/1,245,079,062
3. From October 1, 2021 to December 31, 2021, 1150624 shares of stock options under the 2020 equity incentive plan of the company were exercised independently, with an exercise price of 111.725 yuan. The total share capital of the company increased from 1245059542 shares to 1246210166 shares;
A4=111.725，K4=1,150,624/1,245,079,062
The initial conversion price of “Wentai convertible bonds” P0 = 96.67. Based on the impact of the above matters, the adjusted conversion price:
P1=（P0+A1*K1+A2*K2+A3*K3+A4*K4）/（1+K1+K2+K3+K4）=96.69
In conclusion, the conversion price of “Wentai convertible bonds” will be adjusted from the original 96.67 yuan / share to 96.69 yuan / share. The adjusted conversion price will take effect from January 19, 2022.
The stock conversion period of “Wentai convertible bonds” starts and ends from February 3, 2022 to July 27, 2027. At present, it has not entered the stock conversion period. Please pay attention to the risks.
It is hereby announced.
Wingtech Technology Co.Ltd(600745) board of directors January 19, 2002
