Securities code: 601985 securities abbreviation: China National Nuclear Power Co.Ltd(601985) Announcement No.: 2022-007
Bond Code: 113026 bond abbreviation: nuclear energy convertible bond
Bond Code: 163678 bond abbreviation: 20 nuclear power Y1
Bond Code: 175096 bond abbreviation: 20 nuclear power Y2
Bond Code: 175285 bond abbreviation: 20 nuclear power Y3
Bond Code: 175425 bond abbreviation: 20 nuclear power Y5
China National Nuclear Power Co.Ltd(601985)
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Redemption registration date: March 8, 2022
Redemption price: 100.899 yuan / piece
Redemption payment date: March 9, 2022
From the trading day next to the redemption registration date (i.e. March 9, 2022), “nuclear energy convertible bonds” will stop trading and share conversion; After the early redemption, the “nuclear convertible bonds” will be delisted in Shanghai Stock Exchange (redeeming all convertible bonds issued outside).
Risk warning: the redemption price of this convertible bond may be quite different from the market price before the “nuclear energy convertible bond” stops trading and shares conversion. In particular, remind the holders to complete the trading or shares conversion before or on March 8, 2022, otherwise they may face investment losses. Please understand the relevant provisions of convertible bonds in detail and pay attention to investment risks.
From December 16, 2021 to January 17, 2022, the closing price of the shares of China National Nuclear Power Co.Ltd(601985) (hereinafter referred to as the company or the company) shall not be lower than 130% (i.e. 7.45 yuan / share) of the current conversion price of “nuclear energy convertible bonds” for 15 trading days in a row. According to the relevant provisions of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the conditional redemption clause of “nuclear energy convertible bonds” has been triggered.
On January 17, 2022, the second meeting of the Fourth Board of directors of the company deliberated and approved the proposal on early redemption of “nuclear energy convertible bonds”, and decided to exercise the right of early redemption of “nuclear energy convertible bonds” and redeem all the “nuclear energy convertible bonds” registered on the redemption registration date.
In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of convertible corporate bonds and the company’s prospectus, the following announcement is made to all holders of “nuclear energy convertible bonds” on matters related to Redemption:
1、 Redemption clause
Conditional redemption clauses in the prospectus of the company:
During the conversion period, when either of the following two situations occurs, the company has the right to decide to redeem all or part of the convertible 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 on 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、 Matters related to the redemption of convertible bonds
(I) achievement of redemption conditions
From December 16, 2021 to January 17, 2022, the closing price of the company’s shares for 15 trading days within 30 consecutive trading days is not lower than 130% (i.e. 7.45 yuan / share) of the current conversion price of “nuclear energy convertible bonds”, which has met the redemption conditions of “nuclear energy convertible bonds”.
(II) redemption registration date
The redemption object is all the holders of “nuclear energy convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”) after the closing of the market on March 8, 2022.
(III) redemption price
According to the provisions on conditional redemption in the prospectus of the company, the redemption price is 100.899 yuan / piece (face value plus accrued interest in 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 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).
The coupon annual interest rate of the current interest year (from April 15, 2021 to April 14, 2022) is 1%; The number of interest days is 328 days from the value date April 15, 2021 to the redemption date of this interest year March 9, 2022 (counting the beginning but not the end);
Current accrued interest = 100 × 1% × 328 / 365 = 0.899 yuan / piece;
Redemption price = face value + current accrued interest = 100 + 0.899 = 100.899 yuan / piece.
According to the individual income tax law of the people’s Republic of China and other relevant tax regulations and documents, individual investors in convertible corporate bonds (including securities investment funds) shall pay income tax on individual interest income of bonds at the tax rate of 20% of the interest amount, that is, the redemption amount of convertible corporate bonds per 100 yuan of face value is 100.899 yuan (before tax), The actual distribution and redemption amount is RMB 100.719 (after tax). The individual income tax on the interest of convertible corporate bonds will be uniformly withheld and paid by each cashing institution and directly to the tax department where each cashing institution is located. If each interest payment outlet fails to perform the obligation of withholding and paying the individual income tax of the above bond interest, the resulting legal liability shall be borne by each interest payment outlet.
According to the enterprise income tax law of the people’s Republic of China and other relevant tax regulations and documents, for resident enterprises holding convertible corporate bonds, the bond interest income tax shall be paid by themselves, that is, the actual distribution and redemption amount of convertible corporate bonds per 100 yuan of face value is 100.899 yuan (including tax).
For non resident enterprises such as qualified foreign institutional investors holding current bonds, according to the announcement of the Ministry of Finance and the State Administration of Taxation on extending the enterprise income tax and value-added tax policies of overseas investment institutions investing in the domestic bond market (Announcement No. 34 of the Ministry of Finance and the State Administration of Taxation, 2021), from November 7, 2021 to December 31, 2025, The bond interest income obtained by overseas institutions investing in the domestic bond market is temporarily exempted from enterprise income tax and value-added tax. Therefore, for qualified foreign institutional investors (including QFII and rqfii) holding the current bonds, the company will distribute the redemption amount according to the pre tax redemption amount, and the actual face value of the holder is 100.899 yuan per 100 yuan of convertible corporate bonds.
(IV) redemption procedure
Before the end of the redemption period, the company will publish the prompt announcement of “nuclear energy convertible bonds” redemption on the media designated by the CSRC selected by the company at least three times to inform the holders of “nuclear energy convertible bonds” of various matters related to this redemption.
When the company decides to carry out full redemption, all “nuclear convertible bonds” registered in zhongdeng Shanghai Branch will be frozen from the trading day next to the redemption registration date.
After the redemption, the company will announce the redemption results and the impact of the redemption on the company on the media designated by the CSRC.
(V) redemption payment date: March 9, 2022
The company will entrust zhongdeng Shanghai branch to distribute the redemption money to the holders registered on the redemption date and handled the designated transactions in the member units of Shanghai stock exchange through its capital clearing system, and reduce the corresponding amount of “nuclear energy convertible bonds” of the holders. Investors who have handled comprehensive designated transactions can receive the redemption money at their designated securities business department on the issuance date. For investors who have not handled designated transactions, the redemption money is temporarily kept by zhongdeng Shanghai branch and distributed after handling designated transactions.
(VI) trading and share conversion
From the trading day next to the redemption registration date (March 9, 2022), “nuclear convertible bonds” will stop trading and share conversion.
3、 Risk tips
According to the relevant provisions of the company’s prospectus, before the closing of the redemption registration date, the holders of “nuclear energy convertible bonds” can choose to continue trading in the bond market or convert the conversion price of 5.73 yuan / share into shares of the company. After the closing of the market on the redemption registration date, all “nuclear energy convertible bonds” that have not been converted into shares will be frozen, trading and conversion will be stopped, and all bonds will be forcibly redeemed at the price of 100 yuan / piece of bond face value plus accrued interest in the current period. After the redemption, the “nuclear convertible bonds” will be delisted on the Shanghai Stock Exchange.
If the “nuclear energy convertible bonds” held by investors are pledged or frozen, it is suggested to lift the pledge and freeze in advance to avoid the situation that the transaction cannot be forcibly redeemed.
The redemption price of this convertible bond may be quite different from the market price before the “nuclear convertible bond” stops trading and shares conversion. In particular, the holders are reminded to complete the transaction or share conversion before or on March 8, 2022, otherwise they may face investment losses. Please understand the relevant provisions of convertible bonds in detail and pay attention to investment risks.
4、 Contact information
Contact Department: China National Nuclear Power Co.Ltd(601985) Board Office
Tel.: 010-8192 0188
It is hereby announced.
China National Nuclear Power Co.Ltd(601985) board of directors January 27, 2022
