About Sino German Securities Co., Ltd
Shanxi Tond Chemical Co.Ltd(002360)
Verification opinions on early redemption of “Tongde convertible bonds”
Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde securities” or “sponsor”) acts as a sponsor for Shanxi Tond Chemical Co.Ltd(002360) (hereinafter referred to as “company” or ” Shanxi Tond Chemical Co.Ltd(002360) “) to publicly issue convertible corporate bonds, In accordance with the relevant provisions of the measures for the administration of convertible corporate bonds, the measures for the administration of securities issuance and listing recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the company has verified the early redemption of “Tongde convertible bonds” and issued the following verification opinions: I. Basic information of “Tongde convertible bonds”
(I) basic information of issuance and listing
Approved by the reply on approving Shanxi Tond Chemical Co.Ltd(002360) public issuance of convertible corporate bonds (zjxk [2019] No. 2319) of China Securities Regulatory Commission, the company publicly issued 1442800 convertible corporate bonds on March 26, 2020, with a face value of 100 yuan each and a total issuance amount of 144.28 million yuan. With the consent of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), the company’s 144.28 million yuan convertible corporate bonds will be listed and traded on Shenzhen Stock Exchange from April 21, 2020. The bonds are referred to as “Tongde convertible bonds”, the bond code is 128103, and the conversion period is from October 9, 2020 to March 25, 2026. (II) adjustment of share conversion price
According to relevant regulations and the prospectus for public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the initial conversion price of “Tongde convertible bonds” is 5.33 yuan / share.
In May 2020, the company implemented the 2019 equity distribution plan, and the conversion price was adjusted to 5.18 yuan / share. The adjusted conversion price will take effect from May 25, 2020.
In May 2021, the company implemented the 2020 equity distribution plan, and the conversion price was adjusted to 5.08 yuan / share. The adjusted conversion price will take effect from May 25, 2021.
2、 Terms on conditional redemption of “Tongde convertible bonds” in the prospectus
According to the prospectus, the conditional redemption terms of “Tongde convertible bonds” are as follows:
During the conversion period, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible bonds that have not been converted into shares at the price of bond face value plus accrued interest:
1) During the conversion period, if the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price;
2) When the balance of convertible bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = b * I * t / 365, where:
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: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest 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 “Tongde convertible bonds” is triggered this time
From January 4, 2022 to January 24, 2022, the closing price of the company’s shares for 15 trading days has not been lower than 130% (i.e. 6.604 yuan / share) of the current conversion price (5.08 yuan / share), which has triggered the conditional redemption terms agreed in the prospectus. The company will have the right to redeem all “Tongde convertible bonds” registered on the redemption registration date at the price of bond face value plus accrued interest in the current period.
On January 24, 2022, the 19th meeting of the seventh board of directors and the 14th meeting of the seventh board of supervisors deliberated and adopted the proposal on early redemption of “Tongde convertible bonds”, and decided to exercise the early redemption right of “Tongde convertible bonds” and redeem all “Tongde convertible bonds” registered on the redemption registration date at the price of bond face value plus accrued interest of the current period. The independent directors of the company expressed their independent opinions on this matter.
4、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the early redemption of “Tongde convertible bonds” by the company has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions and fulfilled the necessary approval procedures, Comply with the requirements of relevant laws and regulations such as the measures for the administration of convertible corporate bonds, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the relevant provisions of the prospectus. The recommendation institution has no objection to the company’s early redemption of “Tongde convertible bonds”.
(no text below)
(there is no text on this page, which is the signature and seal page of the verification opinions of Zhongde Securities Co., Ltd. on Shanxi Tond Chemical Co.Ltd(002360) early redemption of “Tongde convertible bonds”) (sponsor representative:
Niugang Wang Nannan
Sino German Securities Co., Ltd. mm / DD / yyyy
