Guotai Junan Securities Co.Ltd(601211)
About Winning Health Technology Group Co.Ltd(300253)
Verification opinions on matters related to the resale of convertible corporate bonds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " and "sponsor") as a sponsor of Winning Health Technology Group Co.Ltd(300253) (hereinafter referred to as " Winning Health Technology Group Co.Ltd(300253) " and "company") issuing convertible corporate bonds to unspecified objects and listing on the gem in 2021. According to the measures for the administration of securities Issuance and listing sponsor business Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, listing rules of GEM stocks of Shenzhen Stock Exchange, guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, The Winning Health Technology Group Co.Ltd(300253) convertible corporate bonds (hereinafter referred to as "Weining convertible bonds", bond code "123104") were carefully verified. The verification results and verification opinions are as follows:
1、 Issuance and listing of "Weining convertible bonds"
Approved by the China Securities Regulatory Commission on approving Winning Health Technology Group Co.Ltd(300253) the registration of issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 311) approved that the company was allowed to issue 9.702650 convertible corporate bonds to unspecified objects, each with a face value of RMB 100. The total amount of funds raised was RMB 970265000.00. After deducting the total amount excluding tax of various issuance expenses of RMB 9055377.36, the actual net amount of funds raised was RMB 961209622.00 64 yuan. Rongcheng Certified Public Accountants (special general partnership) has verified the availability of funds raised by the company to issue convertible corporate bonds to unspecified objects, and issued the capital verification report "Rongcheng Yan Zi [2021] No. 200z0016" on March 23, 2021 。 The company has deposited the above raised funds in the special account for raised funds, and has signed the supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
"Weining convertible bonds" was listed on Shenzhen Stock Exchange on March 31, 2021, and the duration is from March 16, 2021 to March 15, 2027.
2、 Resale of "Weining convertible bonds"
(i) Reasons for the effectiveness of the resale clause
The company held the 14th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on December 6, 2021, the 4th extraordinary general meeting of shareholders in 2021 and the 1st bondholders' meeting in 2021 on December 22, 2021, respectively, and deliberated and adopted the proposal on changing the purpose of some raised funds, It is agreed to use all the raised funds of RMB 191673000 and the interest of the special account (the specific amount shall be subject to the fund balance of the special account at the time of actual carry over) of the convertible corporate bond investment project "Internet medical and innovative operation service project - cloud Medical Project" for the "venex my project". For details, please refer to the information disclosed by the company on cninfo.com on December 7, 2021 Announcement on changing the purpose of part of the raised funds (Announcement No.: 2021-133). According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, if the investment project of the raised funds is changed with the approval of the general meeting of shareholders, the listed company shall give the bondholders of convertible companies the right to sell back at one time within 20 trading days after the general meeting of shareholders.
Meanwhile, according to the provisions of the company's prospectus, the additional resale clause of "Weining convertible bonds" takes effect. （2） Additional resale clause
According to the provisions of the company's prospectus, the additional resale terms are as follows:
If the implementation of the investment project of the raised funds of the company's convertible bonds issued this time changes significantly compared with the purpose of the raised funds announced by the company, and it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, the holders of the convertible bonds shall have the right to sell back at one time. The holders of convertible bonds have the right to resell all or part of their convertible bonds to the company at the face value of the bonds plus the accrued interest for the current period. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not implemented during the additional resale reporting period, the additional resale right shall not be exercised again.
（3） Resale price
According to the provisions of the company's prospectus, the calculation formula of current accrued interest is:
IA=B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible bonds in the current year;
t: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing year (the beginning does not count the end).
Where, I = 0.30% (the coupon rate of "Weining convertible bonds" in the first year, i.e. from March 16, 2021 to March 15, 2022);
T = 295 days (from March 16, 2021 to January 5, 2022, counting the beginning but not the end);
Calculated: ia = 100 × 0.30% × 295 / 365 = 0.242 yuan / piece (tax included).
The resale price of "Weining convertible bonds" obtained from the above is 100.242 yuan / piece (including interest and tax).
According to the relevant provisions of relevant tax laws and regulations, for individual investors holding "Weining convertible bonds" and bondholders of securities investment funds, the interest income tax shall be withheld and remitted by cashing and distribution institutions such as securities companies at the tax rate of 20%. The company does not withhold and remit the income tax, and the actual profit from resale is 100.194 yuan / piece; For qualified foreign investors (QFII and rqiff) holding "Weining convertible bonds", income tax is exempted, and the actual income from resale is 100.242 yuan / piece; for other bond holders holding "Weining convertible bonds", the company does not withhold and pay income tax on the current convertible corporate bond interest, and the actual income from resale is 100.242 yuan / piece.
（4） Resale right
The holder of "Weining convertible bonds" may resell part or all of the "Weining convertible bonds" that have not been converted into shares. The holders of "Weining convertible bonds" have the right to choose whether to resell, and this resale is not mandatory.
3、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the matters related to the resale of "Weining convertible bonds" comply with the provisions of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the relevant provisions of the prospectus. At the same time, the company has fulfilled the necessary approval procedures for the change of raised investment projects of convertible corporate bonds. In conclusion, the recommendation institution has no objection to the resale of "Weining convertible bonds".
(there is no text on this page, which is the signature page of the verification opinions on matters related to the resale of Guotai Junan Securities Co.Ltd(601211) convertible corporate bonds) the sponsor representative:
Luo Huishui Yaodong
Guotai Junan Securities Co.Ltd(601211) December 23, 2021
