Stock Code: 002860 stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Announcement No.: 2022-009 bond Code: 128094 bond abbreviation: xingshuai convertible bond
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
The first announcement on the redemption of “xingshuai 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. Registration date of redemption of “xingshuai convertible bonds”: February 24, 2022
2. Redemption date of “xingshuai convertible bonds”: February 25, 2022
3. Redemption price of “xingshuai convertible bonds”: 100.13 yuan / piece (including current accrued interest, current coupon annual interest rate is 1.2%, and current interest includes tax)
4. Fund arrival date of the issuer (company): March 2, 2022
5. Redemption payment arrival date of “xingshuai convertible bond” holder: March 4, 2022
6. “Xingshuai convertible bonds” stop trading and stop stock conversion date: February 25, 2022. However, 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 “xingshuai convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “xingshuai convertible bonds” may be advanced, At that time, please pay attention to the announcement of stopping trading issued by the company in time.
7. As of February 24, 2022, the “xingshuai convertible bonds” that have not yet been converted into shares will be forcibly redeemed. After this redemption, the “xingshuai convertible bonds” will be delisted in Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
8. If the “xingshuai convertible bonds” held by the holder are pledged or frozen, it is suggested to lift the pledge or freeze before the trading day to avoid being forcibly redeemed due to the inability to convert shares.
9. Risk warning: according to the redemption arrangement, the “xingshuai convertible bonds” that have not been converted into shares after the closing of the market on February 24, 2022 will be forcibly redeemed at the price of 100.13 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. Please pay attention to the investment risk.
1、 Overview of redemption
(I) trigger redemption
Approved by the reply on approving Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) public issuance of convertible corporate bonds (zjxk [2019] No. 2859) of the China Securities Regulatory Commission, the company publicly issued 2.8 million convertible corporate bonds on January 16, 2020, with a face value of 100 yuan each and a total issuance amount of 280 million yuan.
With the consent of SZS [2020] No. 97 document of Shenzhen Stock Exchange, the company’s 280 million yuan convertible corporate bonds will be listed and traded in Shenzhen Stock Exchange from February 19, 2020. The bonds are referred to as “xingshuai convertible bonds”, the bond code is “128094”, and the number of listed bonds is 2.8 million.
In accordance with relevant laws and regulations and the prospectus for the public offering of A-share convertible corporate bonds (hereinafter referred to as the “prospectus for convertible bonds”), The term of convertible bonds to shares issued by the company this time starts from the first trading day after the expiration of six months from the date of issuance of convertible bonds to the maturity date of convertible corporate bonds (i.e. from July 22, 2020 to January 16, 2026), and the initial conversion price is 23.92 yuan / share.
The company implemented equity distribution in 2019, distributed 2.10 yuan in cash (including tax) to all shareholders for every 10 shares, and increased 7 shares for every 10 shares to all shareholders with capital reserve. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of “xingshuai convertible bonds” is adjusted from 23.92 yuan / share to 13.95 yuan / share, and the adjusted conversion price will take effect from May 7, 2020; The company implemented equity distribution in 2020 and distributed 1.50 yuan in cash (including tax) to all shareholders for every 10 shares. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of “xingshuai convertible bonds” is adjusted from 13.95 yuan / share to 13.80 yuan / share. The adjusted conversion price will take effect from June 8, 2021.
The closing price of the company’s shares (stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ; Stock Code: 002860) for at least 15 consecutive 30 trading days from June 28, 2021 to August 6, 2021 was not lower than 130% (including 130%) of the current conversion price of 13.80 yuan / share of “xingshuai convertible bonds” (i.e. 17.94 yuan / share), Trigger the conditional redemption terms agreed in the prospectus for convertible bonds. The company held the 11th meeting of the 4th board of directors on August 10, 2021, deliberated and adopted the proposal on not redeeming “xingshuai convertible bonds” in advance. Combined with the market situation and its actual situation at that time, the board of directors of the company decided not to exercise the early redemption right of “xingshuai convertible bonds” and not to redeem “xingshuai convertible bonds” in advance. At the same time, the board of directors of the company decided that from the date of announcement disclosure (i.e. August 11, 2021) to December 31, 2021, the company would not exercise the right to advance redemption when the conditional redemption terms were triggered. Recalculated on the first trading day after January 1, 2022, if the “xingshuai convertible bond” triggers the conditional redemption clause again, the board of directors will hold a separate meeting to decide whether to exercise the early redemption right of “xingshuai convertible bond”.
The closing price of the company’s shares (stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ; Stock Code: 002860) for at least 15 consecutive trading days from December 13, 2021 to January 24, 2022 (i.e. January 4, 2022 to January 24, 2022) is not less than 130% (including 130%) of the current conversion price of 13.80 yuan / share of “xingshuai convertible bonds” (i.e. 17.94 yuan / share), The conditional redemption terms agreed in the prospectus for convertible bonds have been triggered. On January 24, 2022, the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors considered and approved the proposal on early redemption of “xingshuai convertible bonds”, and decided to exercise the conditional redemption right of “xingshuai convertible bonds” and redeem all the “xingshuai convertible bonds” that have not been converted into shares at the price of bond face value plus accrued interest in the current period.
The independent directors of the company expressed their opinions on this matter.
(II) redemption terms
According to the provisions of the prospectus for convertible bonds, during the conversion period, when any of the following two situations occurs, 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 into shares at the price of the face value of the bonds plus the accrued interest of the current period:
① During the conversion period, if the closing price of the company’s shares for at least 15 trading days in any 30 consecutive 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 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, 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.
2、 Redemption implementation arrangement
(I) redemption price and its determination basis
According to the relevant provisions on conditional redemption terms in the company’s convertible bond prospectus, the redemption price of “xingshuai convertible bond” is 100.13 yuan / piece (including tax). 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.e. 100 yuan / piece;
i: Refers to the coupon rate of convertible corporate bonds in the current year, i.e. 1.2%;
t: Refers to the number of interest days, i.e. the actual calendar days from the last interest payment date (January 16, 2022) to the redemption date of this interest year (February 25, 2022), i.e. 40 days.
Current interest ia = b × i × t/365=100 × 1.2% × 40 / 365 = 0.13 yuan / piece
Redemption price = face value of bonds + current interest = 100 + 0.13 = 100.13 yuan / piece
The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. 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 24, 2022), all holders of “xingshuai convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(III) 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 January 25, 2022 to February 7, 2022), notifying the holders of “xingshuai convertible bonds” of the redemption.
2. From February 25, 2022, “xingshuai convertible bonds” will stop trading and equity conversion. However, 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 “xingshuai convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “xingshuai convertible bonds” may be advanced. 3. February 25, 2022 is the redemption date of “xingshuai convertible bonds”. The company will fully redeem the “xingshuai convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the closing of the redemption registration date (February 24, 2022). After the early redemption, xingshuai convertible bonds will be delisted in Shenzhen Stock Exchange.
4. March 4, 2022 is the date when the redemption money reaches the capital account of “xingshuai convertible bonds” holders. At that time, the redemption money of “xingshuai convertible bonds” will be directly transferred to the capital account of “xingshuai convertible bonds” holders through Convertible Bond Custody brokers.
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 end of this redemption.
6. Consultation mode
Contact Department: Securities Department of the company
Tel.: 0571-63413898
3、 Other matters to be explained
1. “Xingshuai convertible bonds” will stop trading and equity conversion from February 25, 2022. In addition, “xingshuai convertible bonds” can be normally traded and converted into shares during the trading hours of the trading day of Shenzhen Stock Exchange from the release date of the redemption announcement to the redemption date.
2. The holder may apply to convert all or part of the “xingshuai convertible bonds” in his account into the company’s shares (stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ; Stock Code: 002860). It is recommended that the convertible bond holder consult the opening securities company before reporting. 3. The treatment method for the amount of less than one share in the conversion of shares: the minimum reporting unit for the conversion of convertible bonds into shares is 1 piece, the denomination of each piece is 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. The shares applied for conversion by the holders of convertible bonds must be integral shares. 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.
4、 Documents for future reference
1. Resolutions of the 15th meeting of the 4th board of directors of the company;
2. Resolutions of the 14th meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on early redemption of “xingshuai convertible bonds”;
4. Legal opinion of Shanghai jintiancheng law firm on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) early redemption of convertible corporate bonds.
It is hereby announced.
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) board of directors
