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贵州燃气集团股份有限公司公开发行可转换公司债券第三次临时受托管理事务报告

Core Viewpoint - The report outlines the issuance and management of the convertible bonds by Guizhou Gas Group Co., Ltd., detailing the approval process, issuance specifics, and subsequent adjustments to the bond's terms, including interest rates and conversion prices [4][5][6]. Group 1: Bond Issuance Overview - The total amount of the convertible bonds issued is RMB 100 million, with the net proceeds after fees amounting to RMB 99.24 million [5]. - The bonds were approved by the China Securities Regulatory Commission on September 10, 2021, and listed on the Shanghai Stock Exchange on January 18, 2022 [5][6]. - The bonds have a maturity period of six years, from December 27, 2021, to December 26, 2027 [8]. Group 2: Bond Terms and Conditions - The bonds have a tiered interest rate structure, starting at 0.30% in the first year and increasing to 2.00% by the sixth year [9]. - Interest payments are made annually, with the principal and final interest due at maturity [10]. - The initial conversion price is set at RMB 10.17 per share, subject to adjustments based on corporate actions [15][22]. Group 3: Conversion Price Adjustments - The conversion price was adjusted downwards from RMB 10.17 to RMB 7.22 on May 16, 2022, following a review of stock performance [22]. - Subsequent adjustments were made, with the conversion price further reduced to RMB 7.18 after a cash dividend distribution on May 30, 2022 [24]. - The latest adjustment set the conversion price at RMB 7.12, effective from June 16, 2025, following the 2024 annual profit distribution [35][36]. Group 4: Redemption and Buyback Provisions - The company has the right to redeem the bonds at 110% of the face value within five trading days after maturity if they remain unconverted [27]. - Conditional redemption can occur if the stock price exceeds 130% of the conversion price for a specified period or if the unconverted balance falls below RMB 30 million [28][29]. Group 5: Profit Distribution and Impact - The company plans to distribute cash dividends based on the total share capital, with adjustments made to the bond's conversion price as necessary [34]. - The profit distribution process complies with legal and regulatory requirements, ensuring no adverse impact on the company's operations or debt repayment capabilities [37].