Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-008
Convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
Announcement on the conversion of "Jinbo convertible bonds" into shares
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 according to law. Important:
Convertible bond Code: 118001
Convertible bond abbreviation: Jinbo convertible bond
Conversion price: 270.54 yuan / share
Start and end date of share conversion period: February 7, 2022 to July 22, 2027
1、 Overview of convertible bond issuance and listing
(I) Kbc Corporation Ltd(688598) (hereinafter referred to as the "issuer", "company" or " Kbc Corporation Ltd(688598) ") issues convertible corporate bonds to unspecified objects. The company issued 5999010 convertible corporate bonds to unspecified objects on July 23, 2021 with the consent and registration of China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2021] No. 1984, Each has a face value of 100 yuan and a total issuance amount of 599.901 million yuan. The term is six years from the date of issuance, that is, from July 23, 2021 to July 22, 2027.
(II) with the consent of the self regulatory decision of Shanghai Stock Exchange ([2021] No. 348), the company's 599.901 million yuan convertible corporate bonds were listed and traded in Shanghai Stock Exchange on August 18, 2021. The bonds are referred to as "Jinbo convertible bonds" for short and the bond code is "118001".
(III) in accordance with relevant regulations and the company's prospectus for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the "prospectus"), the "Jinbo convertible bonds" issued by the company can be converted into shares of the company from February 7, 2022.
2、 Relevant terms of Jinbo's debt to equity swap
(I) issuance scale: 599.901 million yuan;
(II) face value: 100.00 yuan each;
(III) coupon rate: 0.50% in the first year, 0.70% in the second year, 1.20% in the third year, 1.80% in the fourth year, 2.40% in the fifth year and 2.80% in the sixth year.
(IV) bond term: six years, from July 23, 2021 to July 22, 2027;
(V) starting and ending date of share conversion period: February 7, 2022 to July 22, 2027;
(VI) conversion price: 270.54 yuan / share.
3、 Matters related to share conversion declaration
(I) codes and abbreviations of convertible bonds
Convertible bond Code: 118001
Convertible bond abbreviation: Jinbo convertible bond
(II) application procedures for share conversion
1. The application for share conversion shall be made through the trading system of Shanghai Stock Exchange in accordance with the relevant provisions of Shanghai Stock Exchange.
2. The holder may apply to convert all or part of the Jinbo convertible bonds in his account into shares of the company.
3. The reporting unit of convertible bonds to shares is one hand, the face value of one hand is 1000 yuan, and the minimum unit converted into shares is one 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. For the convertible bonds that are not enough to convert one share at the time of share conversion, the company will pay in cash through China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as "China Clearing Shanghai Branch") on the trading day next to the reporting date of share conversion.
4. The reporting direction of convertible bonds to shares is to sell, and the price is 100 yuan. Once the reporting of convertible bonds to shares is confirmed, the order cannot be cancelled. 5. The trading declaration of convertible bonds has priority over the share conversion declaration. For the declaration exceeding the balance of convertible bonds after liquidation on the current day, the converted shares shall be calculated according to the actual number of convertible bonds (i.e. the balance of the current day).
(III) reporting time of share conversion
The holder may apply for share conversion during the conversion period (i.e. from February 7, 2022 to July 22, 2027) during the normal trading hours of the trading day of Shanghai Stock Exchange, except for the following hours:
1. The trading suspension time of convertible bonds before the trading of Jinbo convertible bonds is stopped;
2. Suspension time of the company's shares;
3. The period during which the company applies to stop share conversion in accordance with relevant regulations.
(IV) freezing and cancellation of convertible bonds
At the same time, the corresponding number of shares of the convertible bond holder shall be recorded and the change registration shall be completed. (V) listing and trading of new shares converted from convertible bonds to shares and rights and interests enjoyed
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.
(VI) relevant taxes in the process of share conversion
In case of any relevant taxes during the conversion of convertible bonds into shares, the taxpayers shall bear them by themselves.
(VII) ownership of interest in the conversion year
Jinbo convertible bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of the convertible bond, i.e. July 23, 2021. Convertible bonds converted into shares before the registration date of interest paying creditor's rights (including the registration date of interest paying creditor's rights) shall not enjoy the interest of the current and subsequent interest bearing years.
4、 Adjustment of convertible bond to share price
(I) initial conversion price and latest conversion price
The initial conversion price of Jinbo convertible bonds is 271.62 yuan / share, and the latest conversion price is 270.54 yuan / share.
On September 1, 2021, the company completed the first ownership registration procedures of the 2020 restricted stock incentive plan. The company granted 49 incentive objects 200000 shares at the price of 39.75 yuan / share. The source of 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. The company implemented and completed the equity distribution plan for the half year of 2021 on September 30, 2021 (the date of this cash dividend distribution), and distributed a cash dividend of 0.5 yuan per share (including tax). According to the relevant provisions of China Securities Regulatory Commission on the issuance of convertible corporate bonds and the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 21, 2021 According to the relevant provisions of the prospectus for the issuance of convertible corporate bonds to unspecified objects disclosed in Kbc Corporation Ltd(688598) , after the issuance of Jinbo convertible bonds, when the company's shares change due to the distribution of stock dividends, conversion to share capital, additional issuance of new shares or allotment of shares, distribution of cash dividends, etc. (excluding the increased share capital due to the conversion of convertible bonds into shares issued this time), The company will adjust the conversion price according to the relevant formula. Therefore, the conversion price of Jinbo convertible bonds has been adjusted from RMB 271.62 per share to RMB 270.54 per share since February 7, 2022 (the "conversion date of Jinbo convertible bonds").
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Kbc Corporation Ltd(688598) announcement on the adjustment of the conversion price of convertible corporate bonds "Jinbo convertible bonds" (Announcement No.: 2022-007).
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.
(III) downward correction clause of share conversion price
1. Amendment authority and scope during the duration of the convertible corporate bonds issued this time, when the closing price of the company's shares is lower than 85% of the current conversion price for at least 15 trading days in any continuous 30 trading days, the board of directors of the company has the right to propose a downward amendment to the conversion price and submit it to the general meeting of shareholders of the company for voting. The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the average trading price of the company's shares on the 20th trading day before the convening of the general meeting of shareholders and the average trading price of the company's shares on the previous trading day. 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. Amendment procedure if the company decides to revise the conversion price downward, the company will go to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Or other information disclosure media designated by the CSRC to publish relevant announcements, such as the revision range of the announcement, the date of equity registration and the period of suspension of share conversion (if necessary). From the first trading day after the equity registration date (i.e. the correction date of share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented. If the correction date of the conversion price is on or after the conversion application date and before the conversion share registration date, such conversion application shall be executed according to the corrected conversion price.
5、 Redemption terms and resale terms of convertible bonds
(I) redemption terms
1. Terms of redemption at maturity
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares at the price of 115% of the face value of the bonds (including the last interest).
2. Conditional redemption clause
During the conversion period, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
(1) During the conversion period, if the closing price of the company's shares for at least 15 consecutive trading days is not lower 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.
(II) resale clause
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company's shares on any thirty consecutive trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the face value plus the current accrued interest.
If the conversion price has been adjusted due to the distribution of stock dividends, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. In case of downward correction of the conversion price, the above "Thirty consecutive trading days" shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years, the holders of convertible corporate bonds can exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, the repurchase right cannot be exercised in that interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
2. Additional resale terms
If the implementation of the investment project of the raised funds of the convertible corporate bonds issued by the company this time changes significantly compared with the commitment of the company in the prospectus, and the change is recognized by the CSRC as changing the purpose of the raised funds, the holders of the convertible corporate bonds shall have the right to sell back at one time. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the face value of the bonds plus the current accrued interest. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, the additional resale right shall not be exercised again.
For the calculation method of current accrued interest, please refer to the relevant contents of redemption terms.
6、 Contact information
If investors need to know the details of Jinbo convertible bonds, please refer to the information disclosed by the company on the website of Shanghai Stock Exchange on July 21, 2021《
