Securities code: 688001 Securities abbreviation: Huaxing Yuanchuang Announcement No.: 2024-068
Convertible bond code: 118003 Convertible bond abbreviation: Huaxing convertible bond
Suzhou Huaxing Yuanchuang Technology Co., Ltd
Indicative announcement on the "Huaxing Convertible Bonds" is expected to meet the redemption conditions
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:
Suzhou Huaxing Yuanchuang Technology Co., Ltd. (hereinafter referred to as the "Company") shares since November 11, 2024
There have been 10 trading days until December 13, 2024 with a closing price of not less than 130% of the current conversion price (i.e. 34.047
RMB/share), there is a possibility of triggering the conditional redemption clause specified in the Prospectus for the Issuance of Convertible Corporate Bonds by Suzhou Huaxing Yuanchuang Technology Co., Ltd. to Unspecified Targets (hereinafter referred to as the "Prospectus"). If the condition is triggered, the company will hold a board meeting on the day of the trigger to decide whether to redeem and fulfill the information disclosure obligation in a timely manner.
1. Issuance and listing of convertible bonds
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, with the bond abbreviation of "Huaxing Convertible Bonds" and the bond code "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.
Due to the triggering of the downward revision of the conversion price clause specified in the prospectus, the company held the 2021 annual general meeting of shareholders on June 8, 2022, and deliberated and passed 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 passed the "Proposal on Downward Revision of the Convertible Bond Conversion Price", since June 10, 2022, the conversion price of "Huaxing Convertible Bonds" has been changed from 39.33 yuan / The share adjustment is 31.00 yuan per share, and the details are listed on the company's website (www.sse.com.cn) of the Shanghai Stock Exchange
"Huaxing Yuanchuang: Announcement on Downward Revision of the Convertible Bond Conversion Price" (Announcement No.: 2022-034).
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 per share 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 per share from September 28, 2023, 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 No.: 2024-036) disclosed by the company on the website of the Shanghai Stock Exchange on June 13, 2024.
To sum up, the latest conversion price of "Huaxing Convertible Bonds" is 26.19 yuan per share.
2. Redemption terms and expected triggers of convertible bonds
(1) The redemption clause stipulated in the prospectus
1. Redemption clause at maturityWithin five trading days after the expiration of the convertible bonds issued this time, the company will redeem the convertible corporate bonds that have not been converted into shares at a price of 110% of the face value of the bonds (including the last interest).
2. During the conditional redemption clause conversion period, when any of the following two circumstances occurs, the company has the right to decide to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest for the current period:
(1) During the conversion period, if the closing price of the company's shares for at least 15 trading days out of 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the outstanding balance of the convertible bonds issued is less than 30 million yuan. The formula for calculating the accrued interest for the current period is: IA=B×i×t/365
IA: refers to the accrued interest for the current period;
B: refers to the total par amount of convertible bonds held by the holders of the convertible bonds issued this time;
i: refers to the coupon rate of the convertible bond in the current year;
t: refers to the number of interest-bearing days, that is, the actual calendar days from the previous interest payment date to the redemption date of the current interest-bearing year (the beginning is not the end);
If there is an adjustment of the conversion price within the aforesaid 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the adjusted conversion price and closing price shall be calculated on the trading day before the adjustment.
(2) The expected triggering of the redemption clause of the redemption clause of the transfer price
From November 11, 2024 to December 13, 2024, the company's shares have had 10 trading days of closing prices
Not less than 130% of the current conversion price (i.e. RMB 34.047 per share), there is a possibility of triggering the conditional redemption clause specified in the prospectus. If the closing price continues to meet the relevant conditions for the next 5 consecutive trading days, the redemption clause of "Huaxing Convertible Bonds" will 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 redemption clause is triggered, the company will hold a board meeting to deliberate and decide whether to redeem all or part of the "Huaxing Convertible Bonds" that have not been converted into shares at the price of the face value of the bonds plus the accrued interest for the current period, and disclose the redemption before the market opens on the next trading day
Announcement of non-redemption.
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 redeem this time after triggering the redemption clause of "Huaxing Convertible Bonds", and fulfill its information disclosure obligations 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
December 14, 2024
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