Anxin Securities Co., Ltd
About Zhejiang Haers Vacuum Containers Co.Ltd(002615)
Verification opinions on adjusting the conversion price of convertible corporate bonds
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) acts as a sponsor for continuous supervision of Zhejiang Haers Vacuum Containers Co.Ltd(002615) (hereinafter referred to as ” Zhejiang Haers Vacuum Containers Co.Ltd(002615) ” or “company”) public issuance of convertible corporate bonds (hereinafter referred to as “this issuance”), We have verified the price adjustment of Zhejiang Haers Vacuum Containers Co.Ltd(002615) convertible corporate bonds (hereinafter referred to as “Hal convertible bonds”, bond code “128073”) and expressed the following opinions:
1、 Basis for price adjustment of convertible corporate bonds
According to the provisions on the determination and adjustment of the conversion price in the prospectus for the public offering of convertible corporate bonds Zhejiang Haers Vacuum Containers Co.Ltd(002615) , after the issuance of “Hal convertible bonds”, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, The conversion price will be adjusted according to the following formula (keep two decimal places and round the last one):
Bonus shares distributed or converted into share capital: P1 = P0 ÷ (1 + n);
Additional shares or allotment: P1 = (P0 + a) × k）÷（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）÷（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）÷（1+n+k）。
Where: P1 is the adjusted transfer price; P0 is the transfer price before adjustment; N is the ratio of bonus shares or share capital conversion; A is the new share price or allotment price; K is the ratio of additional shares or allotment; D is cash dividend per share. When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the announcement of the conversion price adjustment on the information disclosure media of listed companies designated by the China Securities Regulatory Commission, and specify the conversion price adjustment date, adjustment measures and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the holder’s application for conversion shall be executed according to the adjusted conversion price of the company.
When the company’s share repurchase, merger, division or any other circumstances may change the class, number and / or shareholders’ equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, act in a fair and just manner The conversion price shall be adjusted according to the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at that time.
2、 Price adjustment of convertible corporate bonds converted into shares in the previous time
The initial conversion price of “Hal convertible bonds” is 5.80 yuan / share, which can be converted into shares of the company from February 28, 2020.
In June 2020, the company implemented the 2019 annual equity distribution plan: Based on the total share capital on the date of equity registration announced by the company’s 2019 annual equity distribution implementation announcement, the company distributed RMB 0.80 in cash (including tax) to all shareholders for every 10 shares, without giving bonus shares or converting capital reserve into share capital. (equity registration date: May 29, 2020, ex right and ex interest date: June 1, 2020). According to relevant regulations, the conversion price of “Hal convertible bonds” is adjusted from 5.80 yuan / share to 5.72 yuan / share. The adjusted conversion price will take effect from June 1, 2020. For details, see the announcement on adjusting the conversion price of “Hal convertible bonds” (Announcement No.: 2020-048) disclosed by the company on cninfo.com, the designated information disclosure media.
On November 25, 2020, the company granted restricted shares to the incentive objects specified in the Zhejiang Haers Vacuum Containers Co.Ltd(002615) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) for the first time. The relevant registration procedures were completed in Shenzhen Branch of China Securities Depository and Clearing Corporation on December 25, 2020. After the grant registration was completed, The company increased its share capital by 2431000 shares. According to relevant regulations, the conversion price of “Hal convertible bonds” is adjusted from 5.72 yuan / share to 5.70 yuan / share. The adjusted conversion price will take effect from December 29, 2020. For details, see the announcement on adjusting the conversion price of “Hal convertible bonds” (Announcement No.: 2020-107) disclosed by the company on cninfo.com, the designated information disclosure media.
In May 2021, the company agreed to repurchase and cancel 860000 shares of restricted shares that have been granted but not yet lifted held by Guo Junfeng, Gong Yurun and Cao Fei. The relevant repurchase and cancellation procedures were completed in Shenzhen Branch of China Securities Depository and Clearing Corporation in August 2021. After the repurchase and cancellation, the company reduced its share capital by 860000 shares. According to relevant regulations, the conversion price of “Hal convertible bonds” is adjusted from 5.70 yuan / share to 5.71 yuan / share. The adjusted conversion price will take effect from August 3, 2021. For details, see the announcement on adjusting the conversion price of “Hal convertible bonds” (Announcement No.: 2021-055) disclosed by the company on cninfo.com, the designated information disclosure media.
3、 Adjustment of convertible corporate bond conversion price
On October 27, 2021, the company held the 12th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and agreed that the reserved granting date of restricted shares was November 1, 2021, and the grant price was 2.90 yuan / share, Grant 1.93 million restricted shares to 15 incentive objects who meet the grant conditions.
On December 29, 2021, the company has completed the registration formalities in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the grant registration, the company increased its share capital by 1.93 million shares.
According to the relevant provisions on the price adjustment of convertible corporate bonds, after the above share changes are completed, the share conversion price of “Hal convertible bonds” will be adjusted accordingly, from the original 5.71 yuan / share to 5.70 yuan / share. Calculation process:
P0 = 5.71 yuan / share
A = 2.90 yuan / share
K = 1930000 shares ÷ 412189070 shares (the total share capital of the company before change is calculated based on the total share capital on December 28, 2021)
P1=（P0+A × k) ÷ (1 + k) = 5.70 yuan / share (keep two decimal places and round the last one)
The adjusted conversion price shall take effect from December 31, 2021.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Zhejiang Haers Vacuum Containers Co.Ltd(002615) the price adjustment of convertible corporate bonds is in line with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the stock listing rules of Shenzhen Stock Exchange The requirements of relevant laws, regulations and normative documents such as the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the relevant provisions of Zhejiang Haers Vacuum Containers Co.Ltd(002615) prospectus for public issuance of convertible corporate bonds, and the necessary information disclosure procedures have been performed. The recommendation institution has no objection to Zhejiang Haers Vacuum Containers Co.Ltd(002615) the price adjustment of convertible corporate bonds.
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