Citic Securities Company Limited(600030)
About TCL Technology Group Co., Ltd
Verification opinions on matters related to the resale of convertible corporate bonds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “independent financial consultant”) serves as the independent financial consultant of TCL Technology Group Co., Ltd. (hereinafter referred to as “TCL technology”, “listed company” or “company”) for the project of issuing shares, convertible corporate bonds, paying cash to purchase assets and raising matching funds (hereinafter referred to as “this reorganization” or “this transaction”), In accordance with the relevant provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws, regulations and documents, the matters related to the resale of TCL technology convertible corporate bonds have been verified, And issue this verification opinion.
Unless otherwise specified, the abbreviations in this verification opinion are the same as those in the report on issuance of shares, convertible corporate bonds and payment of cash to purchase assets and raise supporting funds by TCL Technology Group Co., Ltd. (Revised Version).
1、 Overview of resale terms of “TCL fixed transfer 2”
The specific contents of conditional resale terms of “TCL fixed transfer 2” are as follows:
After the lock-in period of convertible corporate bonds issued this time, if the closing price of the company’s shares for 30 consecutive trading days is lower than 70% of the current conversion price, the holders of convertible corporate bonds have the right to exercise the right of early resale and resell all or part of the convertible corporate bonds they hold to the listed company in the amount of face value plus accrued interest in the current period. If the conversion price has been adjusted due to the distribution of stock dividends, conversion of reserve funds into share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends during the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. If the conversion price is revised downward, the above “30 consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
The holders of convertible corporate bonds may exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time every year. If the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time after the repurchase conditions are met for the first time, the repurchase right cannot be exercised in that interest bearing year.
2、 Reasons and solutions for the resale of “TCL fixed transfer 2”
(I) reasons for the effectiveness of conditional resale clause
According to the subscription agreement of non-public Development Bank convertible corporate bonds signed by the company and specific objects and the report on Tcl Technology Group Corporation(000100) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Revised Version), from March 4, 2022 to April 18, 2022, the closing price of the company’s shares was lower than 70% of the current “TCL fixed transfer 2” conversion price (7.88 yuan / share) for 30 consecutive trading days, The conditional resale clause of “TCL fixed transfer 2” is satisfied for the first time, and the conditional resale clause of “TCL fixed transfer 2” takes effect, and the holder can exercise the resale right once.
(II) resale price
According to the subscription agreement of non-public Development Bank convertible corporate bonds signed by the company and specific objects and the report on Tcl Technology Group Corporation(000100) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Revised Version), the resale price is the nominal amount of “TCL fixed transfer 2” plus accrued interest in the current period. 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 corporate bonds held by the holders of convertible corporate bonds issued this time
i: Refers to the coupon rate of convertible corporate bonds in the current year
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the resale date of this interest year (the beginning does not count the end)
Ia = 100 0.1% 140 / 365 = 0.038 yuan / piece
The resale price of “TCL fixed transfer 2” is 100038 yuan / piece (including interest and tax)
According to the relevant provisions of relevant tax laws and regulations:
1. For individual investors holding “TCL fixed transfer 2” and bondholders of securities investment funds, the interest income tax company shall withhold and pay at the tax rate of 20%, and the actual income from resale is 100030 yuan / piece;
2. Qualified foreign investors (QFII and rqfii) holding “TCL fixed transfer 2” are exempted from income tax according to the announcement on the continuation of enterprise income tax and value-added tax policies for overseas institutions investing in domestic bond market (CS 2021 [34]), and the actual income from resale is 100038 yuan / piece;
3. For other bondholders holding “TCL fixed transfer 2”, they shall pay income tax by themselves. The company will not withhold and pay income tax. The actual income from resale is 100038 yuan / piece, and pay bond interest income tax by themselves.
(III) resale rights
The holders of “TCL fixed transfer 2” can resell part or all of the “TCL fixed transfer 2” that has not been converted into shares. The holders of “TCL fixed transfer 2” have the right to choose whether to carry out resale, and this resale is not mandatory.
3、 Resale procedure and payment method
(I) announcement period of resale
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the company shall disclose the resale announcement before the opening of the market on the next trading day that meets the conditions for the resale of convertible corporate bonds, and issue a resale prompt announcement at least once every five trading days thereafter, and announce the resale results and their impact after the end of the resale period.
(II) reporting period of resale
The holders of “TCL fixed transfer 2” exercising the resale right shall report to the company in accordance with relevant requirements during the resale reporting period from April 19, 2022 to April 26, 2022.
Once the resale application is issued, it cannot be revoked. If the bondholder fails to send the resale application within the resale reporting period, it shall be deemed to have unconditionally waived the resale right. If the convertible corporate bonds that have been applied for resale are subject to judicial freezing, pledge or deduction, the resale application business of the bondholder will be treated as invalid. If the company has paid the resale money, the bondholder shall return the money plus the current deposit interest of the people’s Bank of China in the same period to the company. After the company receives the money returned by the bondholder, The bondholder continues to hold “TCL fixed transfer 2” and enjoys its corresponding rights and obligations.
(III) payment method
The company will resell “TCL fixed transfer 2” according to the resale price specified above. The company will pay the resale amount to the original bondholders within five trading days after the end of the resale period by bank transfer, which shall be subject to the time of receipt of the resale applicant. After the resale period expires, the company will announce the results of this resale and the impact of this resale on the company.
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the resale of “TCL fixed transfer 2” complies with the provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the relevant provisions of the report on TCL Technology Group Co., Ltd. issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (Revised Version). Meanwhile, the company has fulfilled the necessary approval procedures for the resale of convertible corporate bonds.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on matters related to the resale of convertible corporate bonds of TCL Technology Group Co., Ltd.)
Liu Jian, Wu Huiyu, Fei Shaozhen
Citic Securities Company Limited(600030) mm / DD / yyyy
