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Securities code: 688001 Securities abbreviation: Huaxing Yuanchuang Announcement No.: 2024-054
Convertible bond code: 118003 Convertible bond abbreviation: Huaxing convertible bond
Suzhou Huaxing Yuanchuang Technology Co., Ltd
Regarding the "Huaxing convertible bonds", it is expected to trigger the conversion price
An indicative announcement of the downward correction condition
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Transfer price: 26.19 yuan / share
The start and end dates of the share transfer: from June 6, 2022 to November 28, 2027
Suzhou Huaxing Yuanchuang Technology Co., Ltd. (hereinafter referred to as the "Company") shares since August 26, 2024
As of September 23, 2024, there have been 10 trading days with a closing price lower than 85% of the current conversion price (i.e. $22.2615).
/share), there is a possibility of triggering the downward revision conditions of the conversion price specified in the prospectus for the issuance of convertible corporate bonds by Suzhou Huaxing Yuanchuang Technology Co., Ltd. to unspecified objects (hereinafter referred to as the "prospectus"). If the conditions are triggered, the company will hold a board meeting on the day of the trigger to decide whether to revise the conversion price and fulfill the information disclosure obligations in a timely manner.
In accordance with the relevant provisions of the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 12 - Convertible Corporate Bonds, the relevant circumstances that may trigger the downward revision of the conversion price of convertible corporate bonds are hereby announced as follows:
1. Issuance and listing of convertible bonds and historical price adjustments
With the approval of the China Securities Regulatory Commission [2021] No. 3553, the Company issued convertible corporate bonds to unspecified targets on November 29, 2021 (hereinafter referred to as the "Offering"). The total amount of convertible bonds issued is RMB80,000,000, and the number of issuance is 8,000,000, each with a face value of RMB100, which will be issued at par price. The convertible corporate bonds issued in this issue have a maturity of six years, from November 29, 2021 to November 28, 2027.
According to the Shanghai Stock Exchange's Self-Regulatory Decision [2021] No. 477, the convertible corporate bonds issued by the company will be listed and traded on the Shanghai Stock Exchange from December 20, 2021
The coupon code is "118003".
In accordance with the relevant laws and regulations and the provisions of the prospectus, the "Huaxing Convertible Bonds" can be converted into shares of the Company from June 6, 2022, with an initial conversion price of RMB 39.33 per share.
The Company held a meeting on June 8, 2022 due to the triggering of the downward revision of the conversion price clause set out in the prospectus
The 2021 Annual General Meeting of Shareholders deliberated and approved the "Proposal on Downward Revision of the Conversion Price of "Huaxing Convertible Bonds" and Submitted to the General Meeting of Shareholders for Authorization to Go Through Relevant Procedures", and held the 19th meeting of the second board of directors on the same day, and deliberated and approved the "Proposal on Downward Revision of the Convertible Bond Conversion Price", from June 10, 2022, the conversion price of "Huaxing Convertible Bonds" will be adjusted from 39.33 yuan/share to 31.00 yuan/share, please refer to the company's website on the Shanghai Stock Exchange for details
(www.sse.com.cn) Announcement on Downward Revision of the Convertible Bond Conversion Price (Announcement No.: 2022-034) issued by Huaxing Yuanchuang.
Due to the company's implementation of the 2021 annual equity distribution, the conversion price of "Huaxing Convertible Bonds" will be adjusted to 30.79 yuan per share from August 5, 2022, as detailed in the "Huaxing Yuanchuang: Announcement on the Implementation of the 2021 Annual Equity Distribution to Adjust the Convertible Bond Conversion Price" (Announcement No.: 2022-051) disclosed by the company on the website of the Shanghai Stock Exchange on August 1, 2022.
Due to the registration of the second vesting period of the first vesting part of the company's 2020 restricted stock incentive plan and the vesting registration of the first vesting period of the reserved grant part, the conversion price of "Huaxing Convertible Bonds" will be adjusted to 30.76 yuan from October 12, 2022/
For details, please refer to the "Huaxing Yuanchuang: Announcement on the Adjustment of the Conversion Price of Convertible Corporate Bonds "Huaxing Convertible Bonds" (Announcement No.: 2022-075) disclosed by the company on the website of the Shanghai Stock Exchange on October 11, 2022.
Due to the company's implementation of the 2022 annual equity distribution, the conversion price of "Huaxing Convertible Bonds" will be adjusted to 30.46 yuan per share from June 15, 2023, for details, please refer to the "Huaxing Yuanchuang: Announcement on the Implementation of the 2022 Annual Equity Distribution to Adjust the Convertible Bond Conversion Price" (Announcement No.: 2023-033) disclosed by the company on the website of the Shanghai Stock Exchange on June 8, 2023.
Due to the registration of the third vesting period of the first vesting part of the company's 2020 restricted stock incentive plan and the vesting registration of the second vesting period of the reserved grant part, the conversion price of "Huaxing Convertible Bonds" will be adjusted to 30.43 yuan from September 28, 2023/
shares, for details, please refer to the "Huaxing Yuanchuang: Announcement on the Adjustment of the Conversion Price of Convertible Corporate Bonds "Huaxing Convertible Bonds" (Announcement No.: 2023-053) disclosed by the company on the website of the Shanghai Stock Exchange on September 27, 2023.
As a result of the company's stock from January 22, 2024 to February 21, 2024, the company's stock appeared in any thirty consecutive periods
If the closing price of at least 15 trading days is lower than 85% of the current conversion price, the downward revision clause of the conversion price of "Huaxing Convertible Bonds" agreed in the prospectus has been triggered, and after deliberation and approval by the board of directors, "Huaxing Convertible Bonds"
The conversion price will be adjusted to RMB 26.36 per share from March 12, 2024, as detailed in the company's announcement in March 2024
"Huaxing Yuanchuang: Announcement on Downward Revision of the Conversion Price of "Huaxing Convertible Bonds" and the Suspension of Trading in Conversion of Shares" (Announcement No.: 2024-013) disclosed on the website of the Shanghai Stock Exchange on the 9th.
On May 24, 2024, the company's shares have closed for at least 15 of the 30 consecutive trading days
If the order price is lower than 85% of the current conversion price, the downward revision clause of the conversion price of "Huaxing Convertible Bonds" will be triggered. The board of directors of the company comprehensively considered the company's development, capital market environment and many other factors, based on the confidence in the company's future development and the judgment of its intrinsic value, held the second meeting of the third board of directors on the same day, and deliberated and passed the "Proposal on Not Downward Revision of the Conversion Price of "Huaxing Convertible Bonds", and resolved not to revise the convertible bond to equity conversion price downward. At the same time resolution in the future
Within three months (i.e. from May 25, 2024 to August 24, 2024), if the "Huaxing Convertible Bonds" transfer is triggered again
The downward correction condition of the stock price is not proposed. The period during which the conversion price correction condition is triggered is from 2024
Restart on August 25. For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on May 25, 2024
Lu's "Huaxing Yuanchuang: Announcement on Not Downward Revision of the Conversion Price of "Huaxing Convertible Bonds" (Announcement No.: 2024-032).
Due to the company's implementation of the 2023 annual equity distribution, the conversion price of "Huaxing Convertible Bonds" will be adjusted to 26.19 yuan per share from June 20, 2024, as detailed in the "Huaxing Yuanchuang: Announcement on the Implementation of the 2023 Annual Equity Distribution to Adjust the Conversion Price of "Huaxing Convertible Bonds" (Announcement Edition) disclosed by the company on the website of the Shanghai Stock Exchange on June 13, 2024
No. 2024-036).
2. Amendment clauses and possible triggers for the conversion price of convertible bonds into equity
(1) The downward revision clause of the transfer price agreed in the prospectus
1. Correction authority and correction range
During the duration of the convertible corporate bonds issued, 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 30 consecutive trading days, the board of directors of the company has the right to propose a downward revision of the conversion price and submit it to the general meeting of shareholders of the company for deliberation and voting.
The above plan can only be implemented if it is approved by more than two-thirds of the voting rights held by shareholders present at the meeting. When the general meeting of shareholders votes, the shareholders holding the convertible corporate bonds issued this time shall recuse themselves. The revised transfer price shall not be lower than the average trading price of the company's shares on the 20 trading days before the date of the general meeting of shareholders and the average trading price of the company's shares on the previous trading day.
If there is a conversion price adjustment within the aforesaid 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the conversion price adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment date of the conversion price.
2. Amendment Procedures
If it decides to revise the transfer price downward, the company will do so on the website of the Shanghai Stock Exchange or as otherwise designated by the China Securities Regulatory Commission
Publish relevant announcements on the information disclosure media, disclosing relevant information such as the extent of amendment, the share registration date and the suspension period of share transfer (if necessary). From the first trading day after the share registration date (i.e., the date of revision of the transfer price), the application for transfer of shares will be resumed and the revised transfer price will be executed. If the conversion price amendment date is on or after the transfer application date and before the record date for the conversion of shares, such transfer application shall be executed at the revised conversion price.
(2) The expected triggering of the amendment clause on the transfer price
From August 26, 2024 to September 23, 2024, the company's stock has had 10 trading days with a low close
At 85% of the current conversion price (i.e. RMB 22.2615 per share), there is a possibility of triggering the downward revision of the conversion price specified in the prospectus, and if the closing price of 5 trading days in the next 11 consecutive trading days continues to meet the relevant conditions, the downward revision of the conversion price of "Huaxing Convertible Bonds" may be triggered.
According to the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 12 - Convertible Corporate Bonds and other relevant regulations, on the day when the conditions for the revision of the conversion price are triggered, the company will convene a board of directors to deliberate and decide whether to revise the conversion price, disclose the indicative announcement of amending or not amending the conversion price of convertible bonds before the market opens on the next trading day, and timely perform the follow-up review procedures and information disclosure obligations in accordance with the provisions of the prospectus or restructuring report. If the company fails to perform the review procedures and information disclosure obligations in accordance with the provisions of this paragraph, it shall be deemed that the transfer price will not be revised this time.
3. Risk Warning
In accordance with the provisions of the prospectus and the requirements of relevant laws and regulations, the company will determine whether to revise the conversion price this time after triggering the conditions for the revision of the conversion price of "Huaxing Convertible Bonds", and fulfill the obligation of information disclosure in a timely manner. Please pay attention to the company's follow-up announcements and pay attention to investment risks.
4. Miscellaneous
For details of the "Huaxing Convertible Bonds", please refer to the company's announcement on November 25, 2021
The prospectus for the issuance of convertible corporate bonds by the company to unspecified targets disclosed on the website of the Shanghai Stock Exchange.
Contact Department: Office of the Board of Directors
Contact number: (0512)-8816 8694
E-mail: ir@hyc.com
The announcement is hereby made.
Board of Directors of Suzhou Huaxing Yuanchuang Technology Co., Ltd
September 24, 2024
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