Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-007 convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
With regard to the announcement on the price adjustment of convertible corporate bonds "Jinbo 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 legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the law.
Important content tips:
Conversion price before adjustment: 271.62 yuan / share
Adjusted conversion price: 270.54 yuan / share
Implementation date of share conversion price adjustment: February 7, 2022
1、 Adjustment basis of conversion price
1. Kbc Corporation Ltd(688598) (hereinafter referred to as "the company" or " Kbc Corporation Ltd(688598) ") has completed the registration procedures for the grant of the first vesting period of the 2020 restricted stock incentive plan on September 1, 2021, and the company's share capital has been changed from 80 million shares to 80.2 million shares. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 3, 2021 for details Announcement on the results of the first vesting period of the Kbc Corporation Ltd(688598) 2020 restricted stock incentive plan and the listing of shares (Announcement No.: 2021-084).
2. The company has held the first extraordinary general meeting of shareholders in 2021 on September 9, 2021, deliberated and approved the proposal on the company's 2021 interim profit distribution plan. The company distributes profits based on the total share capital registered on the date of equity distribution and equity registration, and distributes cash dividends of RMB 5 (including tax) to all shareholders for every 10 shares, In the half year of 2021, the company will not convert capital reserve into share capital and will not give bonus shares, and will complete the equity distribution on September 30, 2021 (cash dividend distribution date). For details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 23, 2021 The announcement on the implementation of Kbc Corporation Ltd(688598) 2021 semi annual equity distribution (Announcement No.: 2021-093) disclosed.
In accordance with the relevant provisions of the China Securities Regulatory Commission on the issuance of convertible corporate bonds and the company published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 21, 2021 According to the relevant provisions of the Kbc Corporation Ltd(688598) prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the "prospectus"), after the issuance of Jinbo convertible bonds, when the company distributes stock dividends, converts to share capital, issues new shares or allotments When the company's shares are changed due to the distribution of cash dividends (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), the conversion price will be adjusted according to the relevant formula (keep two decimal places and round the last one).
The company held the 32nd meeting of the second board of directors on January 25, 2022, deliberated and passed the proposal on the adjustment of the conversion price of convertible corporate bonds "Jinbo convertible bonds", and agreed to adjust the conversion price of convertible corporate bonds.
2、 Adjustment method of conversion price
According to the relevant provisions of the issuance terms of the prospectus, after this issuance, when the company's shares change due to the distribution of stock dividends, conversion to share capital, issuance of new shares or allotments, and distribution of cash dividends (excluding the increased share capital due to the conversion of convertible bonds into shares), The conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
Distribution of stock dividends or conversion to 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: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the company changes the above shares and / or shareholders' equity, the conversion price will be adjusted in turn and posted on the website of Shanghai Stock Exchange (www.sse. Com. CN) Or other listed companies designated by the CSRC to publish the announcement of the resolution of the board of directors on the information disclosure media, and specify the adjustment date, adjustment method and suspension period of share conversion price in the announcement (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 application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which 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, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with 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, the relevant provisions of the securities regulatory authorities and the Shanghai Stock Exchange.
3、 Adjustment and calculation process of conversion price
1. Since the company completed the first ownership registration of the 2020 restricted stock incentive plan on September 1, 2021, the company granted a total of 200000 shares to 49 incentive objects at the price of 39.75 yuan / share. The source of the shares was private placement. This equity incentive grant registration changed the total share capital of the company from 80 million shares to 80.2 million shares.
Adjustment formula of conversion price: additional issuance of new shares or allotment of shares: P1 = (P0 + a) × k）/（1+k）；
Among them, P0 is the conversion price of 271.62 yuan / share before adjustment, K is the additional issuance rate of 0.25% (200000 / 80 million shares), a is the additional issuance price of 39.75 yuan / share, and P1 is the adjusted price.
P1 = (271.62 + 39.75 * 0.25%) / (1 + 0.25%) = 271.04 yuan / share
The conversion price of this convertible bond is adjusted from the initial conversion price of 271.62 yuan / share to 271.04 yuan / share. 2. In view of the fact that the company implemented the equity distribution plan for the half year of 2021 on September 30, 2021 (the date of this cash dividend distribution), the cash dividend per share was 0.5 yuan (including tax).
Adjustment formula of conversion price: Cash Dividend: P1 = p0-d;
Among them, P0 is the transfer price of 271.04 yuan / share before adjustment, and D is the cash dividend per share.
P1 = 271.04-0.5 = 270.54 yuan / share
The conversion price of convertible bonds was adjusted from 271.04 yuan / share to 270.54 yuan / share.
To sum up, the conversion price of this convertible bond is adjusted to 270.54 yuan / share, and the adjusted conversion price will take effect on February 7, 2022.
The price adjustment of convertible bonds to shares has been deliberated and approved at the 32nd meeting of the second board of directors of the company.
4、 Other
If investors need to know the details of Jinbo convertible bonds, please refer to the prospectus for Kbc Corporation Ltd(688598) issuing convertible corporate bonds to unspecified objects disclosed by the company on the website of Shanghai Stock Exchange on July 21, 2021.
Contact Department: Securities and Investment Department
Tel: 0737-6202107
Contact email: [email protected].
It is hereby announced.
Kbc Corporation Ltd(688598) board of directors
January 26, 2022
