Zhongtai Securities Co.Ltd(600918)
About Jiamei food packaging (Chuzhou) Co., Ltd
Verification opinions on matters related to the resale of convertible corporate bonds
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) is the sponsor of Jiamei food packaging (Chuzhou) Co., Ltd. (hereinafter referred to as “company” or ” Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) “) for initial public offering of shares and public issuance of convertible corporate bonds, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, Prudent verification has been conducted on matters related to the resale of Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) convertible corporate bonds. The verification results are as follows:
1、 Issuance and listing of “Jiamei convertible bonds”
With the approval of the reply on Approving the public issuance of convertible corporate bonds by Jiamei food packaging (Chuzhou) Co., Ltd. (zjxk [2020] No. 2301) by the China Securities Regulatory Commission, Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) issued 7500000 convertible corporate bonds (hereinafter referred to as “convertible bonds”) on August 9, 2021, with a face value of 100 yuan each and a total issuance amount of 750000000 yuan, After deducting 1496462263 yuan of issuance related expenses (excluding tax), the net amount of funds raised this time was 73503537737 yuan. The above raised funds were received on August 13, 2021 and verified by Tianheng Certified Public Accountants (special general partnership) and issued the capital verification report (Tianheng Yanzi (2021) No. 00093).
“Jiamei convertible bonds” have been listed and traded in Shenzhen Stock Exchange since September 8, 2021, and the duration is from August 9, 2021 to August 8, 2027.
2、 Resale of “Jiamei convertible bonds”
The company held the 17th meeting of the second board of directors and the 12th meeting of the second board of supervisors on February 23, 2022, and the first extraordinary general meeting of shareholders and the first meeting of bondholders in 2022 on March 15, 2022. The proposal on adjusting the amount to be invested in some raised investment projects and adding new raised investment projects was reviewed and approved, It is agreed to reduce the investment amount of the raised funds of the investment project “Xiaogan sterile paper bag production line construction project” raised by the public offering of convertible corporate bonds, and the reduced raised funds are planned to be used for the new sterile paper bag filling and production expansion project of Chuzhou Huaguan Beverage Co., Ltd. For details, please refer to cninfo.com.cn on February 24, 2022 Announcement on adjusting the proposed investment amount of some raised investment projects and new raised investment projects (Announcement No.: 2022021). According to the provisions of the company’s prospectus, the additional resale clause of “Jiamei convertible bonds” takes effect.
According to the company’s prospectus for the public offering of convertible corporate bonds by Jiamei food packaging (Chuzhou) Co., Ltd. (hereinafter referred to as the “prospectus”), Additional resale terms are as follows: “If the implementation of the investment project of the raised funds of the company’s convertible corporate bonds issued this time changes significantly compared with the commitment of the company in the prospectus, 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 bondholders of the convertible corporate bonds have the right to sell back at one time. The bondholders of the convertible corporate bonds have the right to Convertible corporate bonds are sold back to the company in whole or in part at the face value of the bonds plus the accrued interest of 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 carried out within the additional resale reporting period, the additional resale right shall not be exercised. “
According to the interest calculation method in the additional resale terms agreed in the prospectus, the interest rate is determined to be 0.30% (the coupon rate of “Jiamei convertible bonds” in the first year (August 9, 2021 to August 8, 2022), the interest calculation date is August 9, 2021 to March 25, 2022 (the beginning does not count the end), the interest is 0.187 yuan / piece (including tax), and the resale price is 100187 yuan / piece (including interest and tax).
According to the relevant provisions of relevant tax laws and regulations, for individual investors holding “Jiamei convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and remitted by the securities company and other cashing and distribution institutions at the tax rate of 20%. The company will not withhold and remit the income tax, and the actual income from resale is 100150 yuan / piece; Qualified foreign investors (QFII and rqfii) holding “Jiamei convertible bonds” are exempted from income tax, and the actual income from resale is 100187 yuan / piece; For other bondholders holding “Jiamei convertible bonds”, the company will not withhold and pay income tax. The actual income from resale is 100187 yuan / piece, and will pay bond interest income tax by itself.
The holders of “Jiamei convertible bonds” can resell part or all of the “Jiamei convertible bonds” they hold that have not been converted into shares. The holders of “Jiamei convertible bonds” have the right to choose whether to carry out the resale. This resale is not mandatory.
3、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The resale of “Jiamei convertible bonds” complies with the provisions of relevant laws and regulations such as the stock listing rules 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. Meanwhile, Jiamei Food Packaging (Chuzhou) Co.Ltd(002969) the necessary examination and approval procedures have been performed for the matters related to the change of the purpose of the raised funds of some convertible bonds.
In conclusion, the recommendation institution has no objection to the resale of “Jiamei convertible bonds”.
(there is no text on this page, which is the signature and seal page of Zhongtai Securities Co.Ltd(600918) verification opinions on matters related to the resale of convertible corporate bonds of Jiamei food packaging (Chuzhou) Co., Ltd.)
Sponsor representative (signature):
Li Shuo, Bi Cuiyun
Zhongtai Securities Co.Ltd(600918) March 18, 2022
