China International Capital Corporation Limited(601995)
About East Money Information Co.Ltd(300059)
Verification opinions on exercising the right of early redemption of "Dongcai Zhuan 3"
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "sponsor") as the continuous supervision organization of East Money Information Co.Ltd(300059) (hereinafter referred to as "China stock market news" and "company") for issuing convertible corporate bonds (hereinafter referred to as "dongcaizhuan 3") to unspecified objects on the gem, China stock market news has checked the exercise of the early redemption right of "dongcaizhuan 3", and the relevant information is as follows:
1、 Issuance and listing of "Dongcai Zhuan 3"
With the approval of the reply on Approving the registration of East Money Information Co.Ltd(300059) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 885) issued by China Securities Regulatory Commission, China stock market news issued 158 million convertible corporate bonds to unspecified objects on April 7, 2021, with an issue price of 100.00 yuan / piece and a term of 6 years, The total amount of funds raised is 1.58 billion yuan. After deducting the issuance expenses, the actual net amount of funds raised is 157799255 million yuan.
"Dongcaizhuan 3" has been listed and traded in Shenzhen Stock Exchange since April 23, 2021 (bond abbreviation: dongcaizhuan 3, bond Code: 123111). It will enter the stock conversion period from October 13, 2021. The starting and ending date of stock conversion is October 13, 2021 to April 6, 2027, and the initial stock conversion price is 28.08 yuan / share. In May 2021, due to the implementation of the company's 2020 equity distribution plan, the conversion price was adjusted to 23.35 yuan / share. The adjusted conversion price will take effect from May 27, 2021 (ex rights and ex interests date). For details, see the announcement on the adjustment of conversion price of convertible corporate bonds published on cninfo.com on May 20, 2021 (Announcement No.: 2021-043). At present, the latest conversion price of "Dongcai Zhuan 3" is 23.35 yuan / share.
2、 Conditional redemption clause of "Dongcai Zhuan 3"
According to the "conditional redemption clause" in the prospectus for the issuance of convertible corporate bonds to unspecified objects on the East Money Information Co.Ltd(300059) gem (hereinafter referred to as the "prospectus"): "during the convertible bond conversion period, if the closing price of the company's shares for at least 15 of the 30 consecutive trading days is not lower than 130% of the current conversion price (including 130%), the company has the right to redeem all or part of the convertible bonds not converted into shares at the price of the face value of the convertible bonds plus the accrued interest of the current period. The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
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 the convertible bonds held by the holders of the convertible bonds;
i: Refers to the coupon rate of this convertible bond in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest 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 day, and according to the adjusted conversion price and closing price on the adjustment day and subsequent trading days.
In addition, when the balance of the convertible bonds not converted into shares is less than RMB 30 million, the board of directors of the company (or the person authorized by the board of directors) has the right to decide to redeem all the convertible bonds not converted into shares at the price of face value plus accrued interest for the current period. "
3、 This triggered the redemption of "Dongcai Zhuan 3"
The closing price of the company's shares for 15 consecutive trading days from January 4, 2022 to January 24, 2022 is not lower than 130% (30.36 yuan / share) of the current conversion price (23.35 yuan / share), that is, the conditional redemption terms agreed in the Prospectus have been triggered.
On January 24, 2022, the company held the 19th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and adopted the proposal on redemption of all issued convertible corporate bonds, and decided to exercise the early redemption right of the company's convertible bonds, Redeem all "Dongcai Zhuan 3" registered after the closing of the market on the redemption registration date at the price of the par value of the bond plus the accrued interest of the current period. The independent directors of the company expressed their consent on this matter. 4、 Opinions of the sponsor
After verification, China International Capital Corporation Limited(601995) believes that China stock market news has exercised the early redemption right of "Dongcai Zhuan 3" this time, which has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors of the company have expressed their consent and fulfilled the necessary decision-making procedures, Comply with the requirements of relevant laws and regulations such as the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the provisions of the prospectus. China International Capital Corporation Limited(601995) has no objection to the exercise of "Dongcai Zhuan 3" early redemption right by China stock market news. (no text below)
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on East Money Information Co.Ltd(300059) exercising the right of early redemption of "Dongcai Zhuan 3")
Sponsor representative:
Tang Jiawei, Chen Chao
Official seal of recommendation institution China International Capital Corporation Limited(601995)
January 24, 2022
