Securities code: 002360 securities abbreviation: Shanxi Tond Chemical Co.Ltd(002360) Announcement No.: 2022-005 bond Code: 128103 bond abbreviation: Tongde convertible bond
Shanxi Tond Chemical Co.Ltd(002360)
The first suggestive announcement on the redemption of “Tongde 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 “Tongde convertible bonds”: March 1, 2022
2. Redemption date of “Tongde convertible bonds”: March 2, 2022
3. Redemption price of “Tongde convertible bonds”: 100.56 yuan / piece (including current accrued interest, current annual interest rate is 0.6%, and current interest includes tax).
4. Date of receipt of funds of the issuer (company): March 7, 2022
5. Arrival date of redemption money of investors: March 9, 2022
6. “Tongde convertible bonds” stop trading and share conversion date: March 2, 2022
7. The trading of “Tongde convertible bonds” is planned to be stopped on March 2, 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 “Tongde 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 “Tongde convertible bonds” may be advanced, Please pay timely attention to the announcement of the suspension of trading of “Tongde convertible bonds” issued by the company at that time.
8. According to the arrangement, the “Tongde convertible bonds” that have not been converted into shares after the closing of the market on March 1, 2022 will be forcibly redeemed. After this redemption, the “Tongde convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Tongde convertible bonds” held by the holder are pledged or frozen, it is suggested to lift the pledge and freeze before the date of suspension of trading and share conversion, so as to avoid being redeemed due to inability to convert shares.
9. Risk warning: according to the arrangement, the “Tongde convertible bonds” that have not been converted into shares after the closing of the market on March 1, 2022 will be forcibly redeemed at the price of 100.56 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
1. Trigger redemption
With the approval of “zjxk [2019] No. 2319” document of China Securities Regulatory Commission, the company publicly issued 1442800 convertible corporate bonds on March 26, 2020, with a face value of 100 yuan each and a total issuance amount of 144.28 million yuan.
With the consent of SZS [2020] No. 293 document of Shenzhen Stock Exchange, the company’s 144.28 million yuan convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from April 21, 2020. The bonds are referred to as “Tongde convertible bonds” for short and the bond code is “128103”.
According to relevant regulations and the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of the issuance of convertible corporate bonds to the maturity date of convertible corporate bonds, From October 9, 2020 to March 25, 2026.
The initial conversion price of this convertible bond is 5.33 yuan / share. Due to the company’s implementation of the profit distribution plan for 2019 and 2020, the conversion price of Tongde convertible bond has been adjusted for several times, and the latest conversion price is 5.08 yuan / share.
From January 4, 2022 to January 24, 2022, the closing price of A-Shares of the company has not been lower than 130% (6.604 yuan / share) of the current conversion price (5.08 yuan / share) for 15 consecutive trading days, which has triggered the conditional redemption terms agreed in the prospectus.
On January 24, 2022, the company held the 19th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors, deliberated and adopted the proposal on early redemption of “Tongde convertible bonds” respectively, and decided to exercise the conditional redemption right of “Tongde convertible bonds”, Redeem all holders of “Tongde convertible bonds” registered after the closing of the market on the redemption registration date at the price of the par value of the bonds plus the accrued interest of the current period.
2. Redemption clause
The relevant provisions on conditional redemption in the prospectus are as follows:
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 convertible 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 continuous 30 trading days is not lower than 130% (including 130%) of the current conversion price.
2) When the balance of convertible 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 bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible 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
1. Redemption price and its determination basis
According to the relevant provisions on conditional redemption in the prospectus, the redemption price is 100.56 yuan / piece (including interest and tax). The specific calculation method 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 this convertible bond held by this convertible bond holder: 100 yuan / piece;
i: Refers to the coupon rate of this convertible bond in the current year: 0.60%;
t: It refers to the number of interest days, that is, the actual calendar days from the last interest date (March 26, 2021) to the redemption date of this interest year (March 2, 2022) are 341 days (the beginning does not count the end).
Current interest ia = b × i × t/365=100 × 0.60% × 341 / 365 = 0.56 yuan / piece;
Redemption price = face value of bonds + current interest = 100 + 0.56 = 100.56 yuan / piece;
For individual investors holding “Tongde 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 100.45 yuan; For qualified foreign investors (QFII and rqfii) holding “Tongde convertible bonds”, according to the notice on the enterprise income tax and value-added tax policy for overseas institutions investing in the domestic bond market (CS [2018] No. 108), the enterprise income tax and value-added tax are temporarily exempted, and the redemption price of each is 100.56 yuan; For other bondholders holding “Tongde convertible bonds”, they shall pay bond interest income tax by themselves, and the redemption price of each bond is 100.56 yuan.
2. Redemption object
All holders of “Tongde convertible bonds” registered after the closing of the market as of the redemption registration date (March 1, 2022).
3. Redemption procedure and schedule
(1) The company will disclose the indicative announcement of convertible bond redemption at least once every five trading days after meeting the redemption conditions to notify the holders of “Tongde convertible bonds” of the relevant matters of this redemption.
(2) Since March 2, 2022, “Tongde convertible bonds” has stopped trading.
(3) 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 “Tongde 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 “Tongde convertible bonds” may be advanced, Please pay timely attention to the announcement of the suspension of trading of “Tongde convertible bonds” issued by the company at that time.
(4) March 2, 2022 is the redemption date of “Tongde convertible bonds”. The company will fully redeem the “Tongde convertible bonds” registered after the closing of the market as of the redemption registration date (the trading day before the redemption date: March 1, 2022). Since March 2, 2022, “Tongde convertible bonds” has stopped converting shares. After the early redemption, “Tongde convertible bonds” will be delisted in Shenzhen Stock Exchange.
(5) March 7, 2022 is the date when the issuer’s funds arrive, and March 9, 2022 is the date when the redemption money reaches the capital account of the “Tongde convertible bond” holder. At that time, the redemption money of “Tongde convertible bond” will be directly transferred to the capital account of the “Tongde convertible bond” holder through the Convertible Bond Custody broker.
(6) 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. Other matters
Consulting department: Securities Department of the company
Tel.: 0350-7264191 8638196 email: [email protected].
3、 The trading of “Tongde convertible bonds” by shareholders, directors, supervisors and senior managers holding more than 5% of the company within six months before the redemption conditions are met
Within six months before the redemption conditions of “Tongde convertible bonds” are met, the shareholders, directors, supervisors and senior managers holding more than 5% of the company have not traded “Tongde convertible bonds”.
4、 Other matters to be explained
1. “Tongde convertible bonds” will stop trading and share conversion from March 2, 2022. However, if the circulating face value of “Tongde 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 “Tongde convertible bonds” may be advanced. In addition, “Tongde convertible bonds” can be normally traded and converted into shares during the trading hours of the trading day of Shenzhen Stock Exchange from the date of issuance of the redemption announcement to the date of redemption.
2. If the holder of “Tongde 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. Treatment method of less than 1 share amount during share conversion
The shares applied for conversion by the holder of “Tongde convertible bonds” must be integer shares. If the convertible bond balance is not enough to be converted into one share at the time of share conversion, the company will cash the convertible bond balance and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of the convertible bond holder in accordance with the relevant provisions of Shenzhen Stock Exchange.
5、 Documents for future reference
1. Resolution of the 19th meeting of the 7th board of directors
2. Resolution of the 14th meeting of the 7th board of supervisors
3. Independent opinions of independent directors on matters related to the 19th meeting of the seventh board of directors of the company
4. Verification opinions of Zhongde Securities Co., Ltd. on Shanxi Tond Chemical Co.Ltd(002360) early redemption of “Tongde convertible bonds”
5. Legal opinion of Beijing Deheng (Taiyuan) law firm on Shanxi Tond Chemical Co.Ltd(002360) early redemption of convertible corporate bonds
It is hereby announced.
Shanxi Tond Chemical Co.Ltd(002360) board of directors January 25, 2022
