Fu Neng Shares (600483): "Fu Neng Convertible Bonds" Began To Convert Shares

Securities code: 600483 securities short: Fu Neng shares announcement number: 2019-027

Convertible bond Code: 110048 convertible bonds referred to as: Fu Neng convertible bond conversion code: 190048 referred to as shares: fortune to equity swap.

Fujian Fu Neng Limited by Share Ltd's announcement on the conversion of "Fu Neng convertible bonds"

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important note:

Convertible bond conversion code: 190048

Equity swap?

Conversion price: 8.69 yuan / share

The date of conversion? From June 14, 2019 to December 6, 2024.

First, the issuance and listing of convertible bonds.

(1) with the approval of the China Securities Regulatory Commission (CSRC) on Approving the official reply of Fujian Fu Neng Limited by Share Ltd on the issue of Switching Company bonds (SFC [2018]1732), Fujian Fu Neng Limited by Share Ltd (hereinafter referred to as "company" or "our company") publicly issued 28 million 300 thousand convertible bonds in December 7, 2018, each with a face value of 100 yuan, with a total issue of 2 billion 830 million yuan, with a maturity of 6 years.

(two) with the consent of the Shanghai stock exchange's "self regulatory decision [2018]161", the company's 2 billion 830 million yuan can be listed on the Shanghai Stock Exchange since December 28, 2018, and the bond is referred to as "Fu Neng convertible bonds" and the bond code is "110048" in December 28, 2018.

(three) according to the relevant provisions and the agreement of the company's public offering of Switching Company bonds prospectus (hereinafter referred to as "prospectus"), the company's "Fu Neng convertible bonds" issued from June 14, 2019 can be converted into shares of the company.

Two, the relevant provisions of the conversion of Fu Neng convertible bonds.

(1) the scale of issue: the total amount of convertible bonds raised is RMB 2 billion 830 million yuan, and the issue amount is 2 million 830 thousand hands (28 million 300 thousand sheets).

(two) face value: the convertible bonds issued at this time are issued at face value, each denomination of RMB 100 yuan.

(three) coupon interest rate: 0.4% in the first year, 0.6% in second years, 1% in third years, 1.5% in fourth years,

Fifth years are 1.8% and sixth years are 2%.

(four) term of bonds: the term of convertible bonds issued is 6 years from the date of issue, that is, from December 7, 2018 to December 6, 2024.

(five) the beginning and ending date of the stock pfer period: June 14, 2019 to December 6, 2024.

(six) conversion price: the initial conversion price of convertible bonds issued is 8.69 yuan / share.

Three. Matters related to the conversion of stocks.

(1) equity swap code and abbreviation

Convertible bond conversion code: 190048

Convertible bond conversion: abbreviation: fortune to equity swap

(two) conversion procedures

1. the declaration of stock conversion shall be made according to the relevant provisions of the Shanghai stock exchange and quoted through the Shanghai stock exchange trading system.

2. the holder may apply all or part of his fortune in convertible bonds into shares of the company.

3. a convertible bond can be converted into a stock declaration unit with a hand of 1000 yuan denomination, and the smallest unit converted into shares shall be one share. The number of shares pferred during the same trading day will be consolidated and calculated.

When convertible bonds are converted to 1 shares, the company will pay cash in cash on the next trading day on the date of the date of the stock pfer.

4. convertible bonds will be sold in the direction of conversion, and the price will be 100 yuan.

5. convertible bonds declaration is prior to the declaration of convertible bonds.

For the declaration of the balance of the convertible bonds beyond the liquidation date, the converted shares shall be calculated according to the actual amount of the convertible bonds, that is, the balance of the day.

(three) reporting time for stock pfer

The holder may apply for a share pfer in the normal trading hours of the Shanghai stock exchange during the period of conversion, that is, June 14, 2019 to December 6, 2024, except for the following time:

1. the suspension time of convertible bonds before the trading of Fu can be stopped.

2. the time of stock suspension;

3. in accordance with the relevant provisions, the company applies for the period of suspension of stock pfer.

(four) freezing and cancellation of convertible bonds

After the Shanghai branch of China Securities Depository and Clearing Co., Ltd. has confirmed the validity of the application, the balance of the convertible bonds of the convertible bond holders will be recorded and reduced, and the corresponding amount of the shares of the convertible bond holders can be added to complete the registration of the change.

(five) the listed pactions and the rights and interests of the new shares of convertible bonds.

Convertible bonds purchased on that day can be applied for stock pfer on that day.

Convertible bonds can be traded on the next trading day after the declaration of the shares.

Convertible bonds can enjoy the same rights and interests as the original shares.

(six) related taxes and fees in the process of stock pfer.

In the process of convertible bond conversion, the tax payer shall bear the relevant taxes and fees.

(seven) conversion of annual interest

The method of interest payment is based on the annual interest payment method, which is the first day of issuance of convertible bonds on December 7, 2018.

The convertible bonds converted into shares before the registration date of interest payment (including the date of payment of creditor's rights registration) shall not enjoy the interest paid in the current and subsequent years.

Four. The adjustment of the convertible bond price.

(1) the initial conversion price and the latest conversion price.

The initial conversion price of the convertible bond is RMB 8.69 yuan / share.

Since the issuance of "Fu Neng convertible bonds" so far, the company has not adjusted the price of the convertible bond, so the price of the convertible bond of "Fu Neng" is still RMB 8.69 yuan / share.

(two) the adjustment method and calculation formula of the price of the convertible shares.

After this issue, when a company issues stock dividends, capital raising, new shares issuance or rights issue, and cash dividends issued (excluding the capital stock added to the convertible bonds due to the issuance of the convertible bonds), the price adjustment of the conversion price will be adjusted according to the following formula (two bits after the decimal place, the last one, four houses and five entries):

Sending stock dividends or increasing capital stock: P1=P0/ (1+n);

Issuance of new shares or rights issue: P1= (P0+A * k) / (1+k);

The above two items are carried out at the same time: P1= (P0+A * k) / (1+n+k);

Cash dividend: P1=P0-D;

The three items mentioned above are carried out at the same time: P1 = (P0-D+A * k) / (1+n+k).

Among them, P1 is the adjusted stock price, P0 is the adjusted forward share price, n is the delivery rate or the rate of increase in equity, A is the issuance of the new share price or the rights issue price, K is the issue rate of new shares or the rights issue rate, and D delivers cash dividends for each share.

When the company's shares and / or stockholders' equity changes, the price adjustment will be carried out in turn, and the announcement of the board of directors will be published on the Shanghai Stock Exchange website (www.sse.com.cn) and the information disclosure media of the listed companies designated by the China Securities Regulatory Commission.

When the price adjustment date of the convertible bond is the date of application of the convertible bond holder's conversion date or after the date of conversion of the share registration date, the application of the holder's stock conversion shall be executed according to the company's adjusted stock price.

When a company may have share repurchase, merger, separation or any other circumstances, the company's share types, quantities and / or

When a shareholder's equity changes or may affect the interests of the convertible bond holders or the derivative rights of the convertible bonds, the company will adjust the price of the convertible bonds according to the principles of fairness, impartiality, fairness and the full protection of the rights and interests of the convertible bond holders.

The content and operation method of the price adjustment of the conversion price will be worked out according to the relevant laws and regulations of the time and the relevant regulations of the securities regulatory authorities.

(three) downward revision of the stock price.

1. in the period of the issuance of convertible bonds, when the company's stock is at least fifteen trading days in any thirty consecutive trading days, the closing price of the company's shares is lower than the 90% of the current conversion price. The board of directors of the company has the right to propose a downward revision of the conversion price and submit it to the shareholders' general assembly for a vote.

The above plan shall be carried out only after more than 2/3 of the voting rights held by the shareholders attending the meeting.

When shareholders' voting is held, shareholders holding the issue of Switching Company bonds should withdraw.

The revised stock price shall not be lower than the average price of the company's stock paction and the average price of the previous trading day on the twenty trading days before the shareholders' meeting, and at the same time, it must not be lower than the audited net assets per share and the face value of the stock in the latest period.

If there is a case of stock price adjustment in the thirty trading days mentioned above, the paction date before the price adjustment date of the conversion shall be calculated according to the adjusted stock price and closing price before the date of the adjustment of the stock price and the closing price after the adjustment.

2. amendment procedure

If the company decides to lower the price of the conversion price, the company will publish the information about the announcement of the resolution of the shareholders' meeting, the extent of correction and the suspension of the stock pfer period in the information disclosure media of the listed companies designated by the China Securities Regulatory Commission.

From the date of the revision of the price of the conversion price, the application of the stock pfer is resumed and the revised stock price is implemented.

If the price fixing date of the conversion price is the date of application or after the date of conversion, the application for such a share pfer shall be executed according to the revised stock price.

Five, others

If investors need to understand the relevant provisions of Fuyuan convertible bonds, please refer to the full text and summary of "Fujian Fuzhou Limited by Share Ltd public offering Switching Company bond prospectus" disclosed by the company on the Shanghai stock exchange website in December 5, 2018.

Contact Department: Securities and legal department

Telephone: 0591-86211285

Notice hereby.

Board of directors of Fujian fortune Limited by Share Ltd

June 10, 2019