The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Special Note:
1. Sell-back price: RMB 100.186/piece (including interest and tax)
2. Date of meeting the conditions for the sale back: June 9, 2022
3. Sale-back reporting period: June 16, 2022 to June 22, 2022
4. The issuer’s fund arrival date: June 27, 2022
5. The transfer date of the sale-back payment: June 28, 2022
6. Investor’s sale-back payment date: June 29, 2022
Lu Thai Textile Co., Ltd. (hereinafter referred to as “the company”) held the 33rd meeting of the ninth board of directors and the 20th meeting of the ninth board of supervisors on May 24, 2022, on June 9, 2022 The first bondholders meeting of “Luthai Convertible Bonds” in 2022 and the second extraordinary general meeting of shareholders in 2022 were held. As stipulated in the Prospectus for the Public Issuance of A Share Convertible Corporate Bonds by Co., Ltd. (hereinafter referred to as the “Prospectus”), the additional sell-back clause of the “Lu Thai Convertible Bonds” takes effect. In accordance with the “Shenzhen Stock Exchange Listing Rules”, “Shenzhen Stock Exchange Self-discipline Supervision Guidelines for Listed Companies No. 1-11 Business Handling” and “Prospectus” and other relevant regulations, the company is now selling back the “Lu Thai Convertible Bonds”. The announcement is as follows:
1. Overview of the terms of sale back
According to the stipulations in the Prospectus, the additional sale-back terms are as follows:
If there is a major change in the implementation of the use of funds raised from the issuance of convertible bonds compared with the company’s commitment in the prospectus, it will be deemed as a change in the use of the raised funds according to the relevant regulations of the China Securities Regulatory Commission or as a change in the use of the raised funds by the China Securities Regulatory Commission. For the purpose of capital, the holders of convertible bonds have the right to sell back all or part of the convertible bonds they hold to the company once at the price of face value plus accrued interest for the current period. After the additional sell-back conditions are met, the holders of convertible bonds can sell back within the additional sell-back reporting period after the company’s announcement. sale rights.
The formula for calculating the accrued interest for the current period above is:
IA=B×i×t/365
IA: refers to the accrued interest for the current period;
B: Refers to the total face value of the convertible bonds held by the holders of the convertible bonds to be sold back;
i: refers to the coupon rate of the convertible bond in the current year;
t: refers to the number of interest accrual days, that is, the actual number of calendar days from the previous interest payment date to the date of sale back in the current interest accrual year (the beginning is not counted).
2. Reasons and plans for the repurchase of “Lu Thai Convertible Bonds”
(1) Reasons that lead to the entry into force of the sale-back clause
The company held the thirty-third meeting of the ninth board of directors and the twentieth meeting of the ninth board of supervisors on May 24, 2022, and held the first “Lu Thai Convertible Bond” in 2022 on June 9, 2022. The bondholders meeting and the second extraordinary general meeting in 2022 reviewed and approved the “Proposal on Changing the Use of Part of the Raised Funds”, and agreed to terminate the “high-end printing and dyeing fabric production line project” implemented by the domestic holding subsidiary Lufeng Weaving and Dyeing Co., Ltd. , and used the raised funds of 250 million yuan for the high-end fabric product line project (Phase I) in Vientiane, Vietnam. For details, please refer to the “Parts on Changes” disclosed by the company on May 25, 2022 in “China Securities Journal”, “Shanghai Securities News”, “Securities Times”, “Ta Kung Pao” and www.cninfo.com.cn Announcement on the Use of Funds Raised by Convertible Bonds.
According to the additional sale-back clauses in the Prospectus, the additional sale-back clauses of the “Lu Thai Convertible Bonds” took effect.
(2) Sell-back price
According to the additional sale-back clauses in the Prospectus, the sale-back price is the par value of the “Lu Thai Convertible Bonds” plus the accrued interest for the current period.
The calculation formula of the accrued interest for the current period is: IA=B×i×t/365
Among them: B is 100 yuan/piece, i is 1.00% (the third interest-bearing period of “Lu Thai Convertible Bonds”, that is, the coupon rate from April 9, 2022 to April 8, 2023); t is 68 days (April 9, 2022 to June 16, 2022, counting the beginning and not the end).
Calculated: IA=100×1.00%×68/365=0.186 yuan/sheet (tax included)
The repurchase price of “Lu Thai Convertible Bonds” obtained from the above is 100.186 yuan per sheet (including interest and tax).
According to the relevant provisions of relevant tax laws and regulations, for individual investors who hold “Lu Thai Convertible Bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and paid by the redemption and distribution agencies such as securities companies at a tax rate of 20%. , the company does not withhold and pay income tax, and the actual income from the resale is 100.149 yuan/piece; for qualified foreign investors (QFII and RQFII) holding “Lu Thai Convertible Bonds”, income tax is exempted, and the actual income from the resale is 100.186 For other bond holders who hold “Lu Thai Convertible Bonds”, they should pay income tax by themselves, the company does not withhold and pay income tax, and the actual income from repurchase is 100.186 yuan per sheet.
(3) Right to sell back
Holders of “Luthai Convertible Bonds” have the right to choose whether to sell back, and holders of “Luthai Convertible Bonds” can sell back part or all of the “Luthai Convertible Bonds” that have not been converted into shares. This sale is not mandatory.
3. Sell-back procedures and payment methods
(1) Announcement period for the sale-back event
According to the Shenzhen Stock Exchange Listing Rules and other relevant regulations, if the investment project of raised funds is changed with the approval of the general meeting of shareholders, the company shall grant the convertible corporate bondholders the right to sell back once within 20 trading days after the approval of the general meeting of shareholders , and the sale-back announcement has been issued at least three times. Among them, at least once before the implementation of the sell-back and within five trading days after the announcement of the resolution of the general meeting of shareholders, at least once during the implementation of the sell-back, and the release time of the remaining sell-back announcements shall be determined as needed. The company will publish the above-mentioned announcement on the sell-back on China Securities Journal, Shanghai Securities News, Securities Times and www.cninfo.com.cn.
(2) Reporting period for sale-back events
The bondholders who exercise the put-back right shall make a put-back declaration through the Shenzhen Stock Exchange trading system during the sell-back reporting period from June 16, 2022 to June 22, 2022, and the order can be withdrawn on the day of the sell-back declaration. Once a sell-back declaration is confirmed, it cannot be revoked. If the declaration is unsuccessful on the day of declaration, the declaration can be continued on the next day (within the declaration period). Before the investor’s sale-back payment arrives, if the convertible corporate bonds that have been declared for sale are subject to judicial freezing or deduction, the bondholder’s sale-back declaration business will be invalid. Bondholders who fail to make a sell-back declaration within the sell-back declaration period shall be deemed to have unconditionally waived the sell-back right.
(3) Payment method
The company will repurchase the “Lu Thai Convertible Bonds” at the aforementioned sell-back price, and the company entrusts the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited to conduct clearing and delivery through its capital clearing system. According to the relevant business rules of the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the issuer’s funds will arrive on June 27, 2022, and the sale-back transfer date will be June 28, 2022. The date is June 29, 2022. After the repurchase period expires, the company will announce the results of the repurchase and the impact of the repurchase on the company.
4. Transactions and share conversion during the sell-back period
“Luthai Convertible Bonds” will continue to be traded and converted during the sell-back period. Within the same trading day, if the holders of “Luthai Convertible Bonds” issue two or more reports of trading, transfer of trusteeship, share conversion, and sell-back, etc. In the case of an application for an offer, the application shall be processed in the following order: transaction, sell-back, transfer of shares, and transfer of trusteeship.
5. Documents available for inspection
1. The company’s application for the implementation of “Lu Thai Convertible Bonds” sell-back;
2. Legal opinion of Beijing Deheheng (Qingdao) Law Firm on matters related to the sale of convertible corporate bonds of Luthai Textile Co., Ltd.;
3. The verification opinion of Guotai Junan Securities Co., Ltd. on matters related to the sale of convertible corporate bonds of Luthai Textile Co., Ltd.
Special announcement.
Lu Thai Textile Co., Ltd.
Board of Directors
June 11, 2022Return to Sohu, see more
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