Citic Securities Company Limited(600030)
About Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Verification opinions on exercising the right of early redemption of “Zhengyuan convertible bonds”
Citic Securities Company Limited(600030) (hereinafter referred to as the “sponsor”) is a sponsor for the public issuance of convertible corporate bonds and continuous supervision on the gem of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as the “company”), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Prudential verification was conducted on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) exercising the right of early redemption of “Zhengyuan convertible bonds”. The details are as follows:
1、 Issuance and listing of “Zhengyuan convertible bonds”
With the approval of “zjxk [2019] No. 2985” document of China Securities Regulatory Commission, the company publicly issued 1.75 million convertible corporate bonds to the public on March 5, 2020, with a face value of RMB 100.00 each and a total issuance amount of RMB 175 million.
With the consent of SZS [2020] No. 205 document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the company’s 175 million yuan convertible corporate bonds have been listed and traded on Shenzhen Stock Exchange since March 31, 2020. The bonds are referred to as “Zhengyuan convertible bonds” for short and the bond code is “123043”.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the prospectus, “Zhengyuan convertible bonds” the conversion period of convertible corporate bonds issued this time starts from the first trading day (September 11, 2020) six months after the end of the issuance of convertible corporate bonds (March 11, 2020) to the maturity date of convertible corporate bonds (March 4, 2026), and the initial conversion price is 15.47 yuan / share.
The company implemented the 2019 annual equity distribution plan on June 30, 2020, and distributed a cash dividend of RMB 0.60 (including tax) to all shareholders for every 10 shares based on the company’s total share capital of 126666667 shares. According to relevant regulations, the conversion price of “Zhengyuan convertible bonds” is adjusted from 15.47 yuan / share to 15.41 yuan / share. The adjusted conversion price will take effect from June 30, 2020.
The company implemented the 2020 annual equity distribution plan on June 9, 2021, and distributed a cash dividend of RMB 0.299983 (including tax) to all shareholders for every 10 shares based on the company’s share capital of 127321165 shares. According to relevant regulations, the conversion price of “Zhengyuan convertible bonds” is adjusted from 15.41 yuan / share to 15.38 yuan / share. The adjusted conversion price will take effect from June 9, 2021.
2、 Conditional redemption provisions of the prospectus on “Zhengyuan convertible bonds”
The “conditional redemption terms” agreed in the prospectus of convertible bonds are as follows:
“During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s shares on at least 15 trading days in any continuous 30 trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
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 to be redeemed 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: 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).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment. “
3、 The redemption of “Zhengyuan convertible bonds” was triggered this time
From August 11, 2021 to September 23, 2021, the closing price of the company’s shares for 15 of the 30 consecutive trading days is not lower than 130% (i.e. 19.99 yuan / share) of the current conversion price of “Zhengyuan convertible bonds” (15.38 yuan / share), triggering the conditional redemption terms agreed in the prospectus, That is, “if the closing price of the company’s shares on at least 15 trading days in any 30 consecutive trading days is not less than 130% (including 130%) of the current conversion price”. At the 30th meeting of the third board of directors held on September 23, 2021, the company deliberated and approved the proposal on not redeeming “Zhengyuan convertible bonds” in advance. At the same time, the board of directors of the company decided that when triggering conditional redemption terms from September 24, 2021 to December 23, 2021, the “Zhengyuan convertible bonds” was considered comprehensively in combination with the stock price performance and the latest conversion of “Zhengyuan convertible bonds”, The company does not exercise the right of early redemption. Recalculating from December 24, 2021, if the conditional redemption clause is triggered again by “Zhengyuan convertible bonds”, the board of directors will hold a separate meeting to decide whether to exercise the early redemption right of “Zhengyuan convertible bonds”. For details, see the announcement on not redeeming “Zhengyuan convertible bonds” in advance (Announcement No.: 2021-084) disclosed by the company on cninfo.com on September 24, 2021.
From December 24, 2021 to January 14, 2022, the closing price of the company’s shares has been no less than 130% (19.99 yuan / share) of the current conversion price (15.38 yuan / share) of “Zhengyuan convertible bonds” for 15 consecutive trading days. Trigger the conditional redemption terms agreed in the prospectus again.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the exercise of the early redemption right of “Zhengyuan convertible bonds” has been deliberated and adopted at the first meeting of the Fourth Board of directors and the first meeting of the Fourth Board of supervisors. The independent directors of the company have expressed their independent opinions on the matter, performed the necessary decision-making procedures, and complied with the measures for the administration of securities issuance of listed companies The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and other relevant laws and regulations and the provisions of the prospectus.
The sponsor has no objection to the company’s exercise of the early redemption right of “Zhengyuan convertible bonds”.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) exercising the right of early redemption of “Zhengyuan convertible bonds”)
Sponsor representative:
Huang Xinyan, Qin Guoan
Citic Securities Company Limited(600030) mm / DD / yy
