Core Viewpoint - Xinjiang Tianye Co., Ltd. has been approved to publicly issue convertible bonds totaling up to RMB 3 billion, with significant terms and conditions outlined for investors [3][15]. Summary by Sections Approval Status - The issuance of convertible bonds has been approved by the China Securities Regulatory Commission, allowing Xinjiang Tianye to issue up to RMB 3 billion [3]. Key Terms of the Convertible Bonds - The total amount of the convertible bonds to be issued is RMB 3 billion, consisting of 30 million bonds with a face value of RMB 100 each [3]. - The bonds will have a maturity period of 6 years, from June 23, 2022, to June 22, 2028 [3]. - The interest rates for the bonds are structured as follows: 0.20% for the first year, 0.40% for the second year, 0.60% for the third year, 1.50% for the fourth year, 1.80% for the fifth year, and 2.00% for the sixth year [3][4]. Interest Payment and Conversion - Interest will be paid annually, with the first payment occurring one year after the issuance date [4]. - The initial conversion price for the bonds is set at RMB 6.90 per share, subject to adjustments based on specific corporate actions [5][6]. Price Adjustment Mechanism - The conversion price can be adjusted downward under certain conditions, such as stock dividends or capital increases, ensuring the protection of bondholders' interests [7][8]. - The company has the authority to propose adjustments to the conversion price if the stock price falls below 85% of the current conversion price for a specified period [8][9]. Redemption and Buyback Provisions - The bonds can be redeemed at 108% of the face value within five trading days after maturity if not converted [10]. - Conditional redemption can occur if the stock price exceeds 130% of the conversion price for a specified period or if the remaining balance of the bonds is less than RMB 30 million [10]. Additional Buyback Rights - Bondholders have the right to sell back their bonds at face value plus accrued interest if there are significant changes in the use of raised funds [11]. - In the last two interest years, if the stock price falls below 70% of the conversion price, bondholders can sell back their bonds under specified conditions [11][12]. Corporate Governance and Bondholder Meetings - The company must convene bondholder meetings under certain circumstances, such as changes to the bond issuance terms or failure to pay interest [13]. - Proposals for meetings can be initiated by the board or by bondholders holding a significant portion of the bonds [13]. Credit Rating - The bonds have been rated AA+ by China Chengxin International Credit Rating Co., Ltd., indicating a stable outlook for the issuer [13].
新疆天业: 申万宏源证券承销保荐有限责任公司关于新疆天业股份有限公司公开发行可转换公司债券2025年第二次临时受托管理事务报告