Announcement on the Delisting of Huaya Convertible Bonds
The Company and all members of its board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false representations, misleading statements, or material omissions.
I. Basic Information of Convertible Corporate Bonds
(1) Issuance of Convertible Corporate Bonds
Approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") in its "Approval on the Public Offering of Convertible Corporate Bonds by Suzhou Huaya Intelligent Technology Co., Ltd." (Document No. Zhengjian Xuke [2022] No. 2756), the Company publicly issued 3,400,000 convertible corporate bonds on December 16, 2022. Each bond has a face value of RMB 100, with a total issuance of RMB 340,000,000.
(2) Listing of Convertible Corporate Bonds
Approved by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") in its "Shenzhen Stock Exchange Letter [2023] No. 14," the Company's convertible corporate bonds totaling RMB 340,000,000 were listed and traded on the SZSE starting January 16, 2023. The bond name is "Huaya Convertible Bonds," and the bond code is "127079."
(3) Conversion Period of Convertible Corporate Bonds
The conversion period for the issued convertible bonds starts from the first trading day six months after the issuance closing date (December 22, 2022), which is June 22, 2023, and ends on the maturity date of the convertible bonds (December 15, 2028). If this date falls on a statutory holiday or rest day, it will be postponed to the next business day. Interest payments during the postponed period will not accrue additional interest.
Note: The original start date for the conversion period of the convertible corporate bonds was scheduled for June 22, 2023. Due to the Dragon Boat Festival holiday and the weekend, the actual start date was June 26, 2023.
(4) Adjustment of Conversion Price of Convertible Corporate Bonds
The initial conversion price of the convertible corporate bonds issued was RMB 69.39 per share. This price was not lower than the average trading price of the Company's A-shares for the twenty trading days prior to the announcement of the prospectus and the average trading price of the Company's A-shares on the immediately preceding trading day.
According to the profit distribution plan approved by the Company's 2022 Annual General Meeting, a cash dividend of RMB 0.4 per share (including tax) was distributed. The conversion price of "Huaya Convertible Bonds" was adjusted from RMB 69.39 per share to RMB 68.99 per share. The calculation is as follows: P1 = P0 - D = 69.39 - 0.4 = 68.99 RMB/share. The adjusted conversion price became effective on June 6, 2023 (ex-rights and ex-dividend date).
On June 30, 2023, the Company held its Second Extraordinary General Meeting of Shareholders in 2023, which passed a special resolution to approve the "Proposal on Downward Adjustment of the Conversion Price of Convertible Corporate Bonds." The board of directors was authorized to handle matters related to the downward adjustment of the conversion price of convertible corporate bonds in accordance with the relevant clauses of the "Prospectus." On the same day, the Company held the Fourth Meeting of the Third Board of Directors, which approved the "Proposal on Downward Adjustment of the Conversion Price of Convertible Corporate Bonds," deciding to lower the conversion price of "Huaya Convertible Bonds" from RMB 68.99 per share to RMB 55.69 per share. The adjusted conversion price became effective on July 3, 2023.
According to the profit distribution plan approved by the Company's 2023 Annual General Meeting, a cash dividend of RMB 0.25 per share (including tax) was distributed. The conversion price of "Huaya Convertible Bonds" was adjusted from RMB 55.69 per share to RMB 55.44 per share. The calculation is as follows: P1 = P0 - D = 55.69 - 0.25 = 55.44 RMB/share. The adjusted conversion price became effective on June 6, 2024 (ex-rights and ex-dividend date).