Securities code: 300619 securities abbreviation: Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) Announcement No.: 2022-012 bond Code: 123042 bond abbreviation: Galaxy convertible bond
Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619)
As for the first suggestive announcement on the redemption of “Galaxy convertible bonds”, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
1. The redemption price of “Galaxy convertible bonds” (bond Code: 123042): 100.13 yuan / piece (including the current accrued interest, the current annual interest rate is 1.10%, and the current interest includes tax). The redemption price after tax shall be subject to the price approved by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”). 2. Redemption registration date: February 24, 2022
3. Redemption date: February 25, 2022
4. Stop trading and share conversion date: February 25, 2022
5. Fund arrival date (to the account of the clearing company): March 2, 2022
6. Arrival date of redemption money of investors: March 4, 2022
According to the arrangement, the “Galaxy 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. After this redemption, the “Galaxy convertible bonds” will be delisted in Shenzhen Stock Exchange. If the “Galaxy convertible bonds” held by the holder are pledged or frozen, it is suggested to lift the pledge or freeze before the trading day and the stock conversion day, so as to avoid being forcibly redeemed due to the inability to convert shares.
Risk warning: the redemption price of convertible corporate bonds may be quite different from the market price before the “Galaxy convertible bonds” stop trading and share conversion. The holders are specially reminded to pay attention to share conversion within the time limit. If the investor cannot complete the stock conversion by himself on or before February 24, 2022, he may face losses. Please pay attention to the investment risks.
Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) (hereinafter referred to as “the company”) deliberated and adopted the proposal on early redemption of “Galaxy convertible bonds” at the 23rd Meeting of the third board of directors held on January 24, 2022, The closing price of A-Shares of the company exceeded 130% (30.67 yuan / share) of the current conversion price (23.59 yuan / share) for 15 consecutive trading days from January 4, 2022 to January 24, 2022, due to triggering the conditional redemption terms agreed in the prospectus for public issuance of convertible corporate bonds on the Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) gem (hereinafter referred to as the prospectus), The board of directors of the company agreed to exercise the early redemption right of “Galaxy convertible bonds”. The matters related to the redemption of “Galaxy convertible bonds” are hereby announced as follows: I. issuance and listing of convertible bonds
1. Issuance of convertible bonds
Approved by the reply on approving Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) public issuance of convertible corporate bonds (zjxk [2019] No. 2559) of China Securities Regulatory Commission, the company publicly issued 1.6666 million convertible corporate bonds on January 14, 2020, with a face value of 100 yuan each and a total issuance amount of 166.66 million yuan. The issuance method adopts the priority placement to the original shareholders, and the balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange. The part of the subscription amount less than 166660000 yuan shall be underwritten by the sponsor (lead underwriter). 2. Listing of convertible bonds
With the consent of “SZS [2020] No. 80” document of Shenzhen Stock Exchange, the company’s RMB 166660000 convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since February 14, 2020. The bonds are referred to as “Galaxy convertible bonds” for short and the bond code is “123042”.
3. Price adjustment of convertible bonds to shares
On July 9, 2020, the company disclosed the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2020-064). As the company implements the 2019 annual equity distribution, based on the total share capital of the company on the equity registration date, the company will distribute RMB 0.56 (including tax) in cash to all shareholders for every 10 shares. The equity registration date is July 16, 2020 and the ex right and ex interest date is July 17, 2020. Therefore, the conversion price of “Galaxy convertible bonds” was adjusted from 24.46 yuan / share to 24.40 yuan / share. The adjusted conversion price will take effect from July 17, 2020.
On June 18, 2021, the company disclosed the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2021-064). Due to the implementation of the annual equity distribution in 2020, the company will distribute RMB 0.20 (including tax) in cash to all shareholders for every 10 shares based on the total share capital of the company on the equity registration date. The equity registration date is June 23, 2021 and the ex right and ex interest date is June 24, 2021. Therefore, Galaxy convertible bonds
The share price was adjusted from 24.40 yuan / share to 24.38 yuan / share. The adjusted conversion price will take effect from June 24, 2021.
On December 7, 2021, the company disclosed the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2021-127). According to the reply on Approving the registration of Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 3292), the company issued 7150000 shares to specific objects. According to the issuance terms of the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of “Galaxy convertible bonds” is adjusted to 23.59 yuan / share, and the adjusted conversion price will take effect from December 10, 2021.
2、 Conditional redemption of convertible bonds this time
1. Conditional redemption clause
During the conversion period of the convertible bonds issued this time, if the closing price of the company’s shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, or the balance of the convertible bonds issued this time is less than 30 million yuan, The company has the right to redeem all or part of the non convertible bonds at the price of the face value of the bonds plus the accrued interest of the current period.
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 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, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. Achievement of conditional redemption terms
From January 4, 2022 to January 24, 2022, the closing price of the company’s shares has exceeded 130% (30.67 yuan / share) of the current conversion price (23.59 yuan / share) for 15 consecutive trading days. The conditional redemption terms agreed in the Prospectus have been triggered (i.e. “if the closing price of the company’s A-share stock for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price”).
3、 Implementation arrangement of convertible bond redemption
1. The redemption price is 100.13 yuan / piece according to the conditional redemption terms in the prospectus. The calculation process is as follows:
The calculation formula of current accrued interest is: ia = B × i × t÷365
Among them, the number of interest days: the actual calendar days from the starting date of interest calculation (January 14, 2022) to the redemption date of this interest year (February 25, 2022) are 42 days (the beginning does not count the end).
Current accrued interest of each bond ia = b × i × t÷365=100 × 1.10% × 42 / 365 = 0.13 yuan / piece
Redemption price of each bond = face value of the bond + accrued interest of the current period = 100 + 0.13 = 100.13 yuan / piece
The redemption price after tax deduction shall be subject to the price approved by zhongdeng company. The company will not withhold the interest income tax of the holder.
2. Redemption object
As of the closing of the redemption registration date (February 24, 2022), all holders of “Galaxy convertible bonds” registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. Redemption procedure and schedule
(1) The company will publish at least three redemption announcements on the information disclosure media meeting the conditions specified by the CSRC within 5 trading days after meeting the redemption conditions for the first time (i.e. from January 24, 2022 to January 28, 2022), informing the holders of “Galaxy convertible bonds” of the relevant matters of this redemption.
(2) “Galaxy convertible bonds” will stop converting shares from February 25, 2022.
(3) According to the relevant provisions of the detailed rules for the implementation of convertible bond business of Shenzhen Stock Exchange, if the circulating face value of “Yinhe convertible bond” 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 “Yinhe convertible bond” may be advanced, At that time, please pay attention to the announcement of stopping trading issued by the company in time.
(4) February 25, 2022 is the redemption date of “Galaxy convertible bonds”. The company will fully redeem the “Galaxy convertible bonds” registered in zhongdeng company as of the closing of the redemption registration date (February 24, 2022). After the early redemption, the “Galaxy convertible bonds” will be delisted in the Shenzhen Stock Exchange.
(5) March 2, 2022 is the date when the issuer’s funds arrive, and March 4, 2022 is the date when the redemption money reaches the fund account of the “Galaxy convertible bond” holder. At that time, the redemption money of “Galaxy convertible bond” will be directly transferred to the fund account of the “Galaxy 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 meeting the conditions stipulated by the CSRC within 7 trading days after the redemption.
4、 Other matters to be explained
1. “Galaxy convertible bonds” will stop trading and conversion from February 25, 2022. However, if the circulating face value of “Galaxy 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 “Galaxy convertible bonds” may be advanced. In addition, from the disclosure date of the redemption announcement of “Galaxy convertible bonds” to the redemption date, during the trading hours of the trading day of Shenzhen Stock Exchange, “Galaxy convertible bonds” can be traded and converted into shares normally.
2. If the holder of “Galaxy 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. Measures for handling the amount of less than one share when converting shares
The shares applied for conversion by the holders of convertible corporate bonds must be integer shares. If the balance of convertible corporate bonds is less than one share at the time of conversion, the company will, in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments, Within five trading days after the date of the convertible corporate bond holder’s share conversion, cash the balance of the convertible corporate bond and the current accrued interest corresponding to the balance.
4. Convertible bonds purchased on the same day may apply for share conversion on the same day. The newly added shares of convertible bonds can be listed and circulated on the next trading day after the declaration of convertible shares. The new shares converted from convertible bonds to shares enjoy the same rights and interests as the original shares.
5、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “Galaxy convertible bonds” within six months before the redemption conditions are met
According to the self inspection of the company, during the period from July 24, 2021 to January 24, 2022, the actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company did not trade “Galaxy convertible bonds” within six months before the redemption conditions were met.
6、 Consultation mode
Consulting department: Securities Department of the company
Tel: 0757-87323386
7、 Documents for future reference
1. Resolution of the 23rd Meeting of the third board of directors of the company
3. Independent opinions of independent directors on matters related to the 23rd Meeting of the third board of directors
4. Legal opinion of Deheng Shanghai law firm on Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) early redemption of convertible corporate bonds
5. Verification opinions of Minsheng Securities Co., Ltd. on Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) exercising the right of early redemption of “Galaxy convertible bonds”
It is hereby announced
Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) board of directors
