Guotai Junan Securities Co.Ltd(601211)
About Biem.L.Fdlkk Garment Co.Ltd(002832)
Exercise the right of early redemption of biyin convertible bonds
Verification opinions
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as “sponsor” or ” Guotai Junan Securities Co.Ltd(601211) “) as a sponsor for the continuous supervision of Biem.L.Fdlkk Garment Co.Ltd(002832) (hereinafter referred to as “company” or ” Biem.L.Fdlkk Garment Co.Ltd(002832) “), In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions, a serious and prudent investigation has been conducted on Biem.L.Fdlkk Garment Co.Ltd(002832) exercising the right of early redemption of biyin convertible bonds. The verification opinions are as follows:
1、 Overview of redemption
(I) triggering redemption
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) “zjxk [2020] No. 638 document, Biem.L.Fdlkk Garment Co.Ltd(002832) (hereinafter referred to as” the company “) publicly issued 6.89 million convertible corporate bonds on June 15, 2020, with a face value of 100 yuan each and a total issuance amount of 689 million yuan. With the consent of “SZS [2020] No. 604” document of Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the 689 million yuan convertible corporate bonds issued by the company will be listed and traded on Shenzhen Stock Exchange from July 15, 2020. The bonds are referred to as “biyin convertible bonds” and the bond code is “128113”.
According to relevant laws and regulations and the relevant provisions of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the “prospectus for convertible bonds”), the “biyin convertible bonds” issued by the company can be converted into shares of the company from December 21, 2020, and the initial conversion price of “biyin convertible bonds” is 14.90 yuan / share.
The company implemented the 2020 equity distribution on July 7, 2021, and distributed 3.00 yuan in cash (including tax) to all shareholders for every 10 shares. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of “biyin convertible bonds” is adjusted from 14.90 yuan / share to 14.60 yuan / share. The adjusted conversion price will take effect from July 7, 2021.
A shares of the company (stock abbreviation: Biem.L.Fdlkk Garment Co.Ltd(002832) , stock code: 002832) have been issued since January 2022
For 15 trading days from January 4 to January 24, 2022, the closing price is not lower than 130% (including 130%) of the current conversion price of 14.60 yuan / share of “biyin convertible bonds”, which has triggered the conditional redemption terms agreed in the prospectus for convertible bonds.
On January 24, 2022, the ninth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on early redemption of “biyin convertible bonds”, and agreed to exercise the conditional redemption right of “biyin convertible bonds”, Redeem all non convertible “biyin convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”) after the closing of the redemption registration date at the price of the par value of the bonds plus the accrued interest of the current period. The independent directors of the company expressed their opinions on this matter.
(II) conditional redemption clause
According to the provisions of the prospectus for convertible bonds, 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 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 corporate 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 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 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 conversion price adjustment shall be calculated on the trading day before the conversion price adjustment, and the conversion price and closing price after the conversion price adjustment shall be calculated on the trading day after the conversion price adjustment.
2、 Redemption implementation arrangement
(I) redemption price and its determination basis
According to the provisions on conditional redemption in the company’s convertible bond prospectus, the redemption price of “biyin convertible bond” is 100.42 yuan / piece. The calculation process is as follows:
Ia: refers to the current accrued interest;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time (each face value is 100 yuan);
i: Refers to the coupon rate of convertible corporate bonds of 0.6% in the current year;
t: It refers to the number of interest days, that is, the actual calendar days from the last interest payment date (June 15, 2021) to the redemption date of this interest year (February 23, 2022) are 253 days (the beginning does not count the end).
Current accrued interest of each bond = 100 × 0.6% × 253 ÷ 365 = 0.42 yuan / piece
Redemption price of each bond = face value of bond + current interest = 100 + 0.42 = 100.42 yuan / piece
The tax deduction of investors’ bond interest income is described as follows:
The redemption price after tax deduction shall be subject to the price approved by zhongdeng company. The company will not withhold the interest income tax of the holder.
(II) redemption object
As of the closing of the redemption registration date (February 22, 2022), all the holders of “biyin convertible bonds” registered in zhongdeng company.
(III) redemption procedure and schedule
1. The company will issue at least one redemption reminder announcement on the information disclosure media designated by the CSRC within five trading days after meeting the redemption conditions to inform the holders of “biyin convertible bonds” of the redemption. 2. “Biyin convertible bonds” will stop converting shares from February 23, 2022.
3. Since February 23, 2022, “biyin convertible bonds” has stopped trading. However, according to the relevant provisions of the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange, if the circulating face value of “biyin convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issues the relevant announcement. Therefore, the trading time of “biyin convertible bonds” may be stopped earlier.
4. February 23, 2022 is the redemption date of “biyin convertible bonds”. The company will fully redeem the “biyin convertible bonds” registered in zhongdeng company as of the closing of the redemption registration date (February 22, 2022). After the early redemption, biyin convertible bonds will be delisted from the Shenzhen Stock Exchange.
5. February 28, 2022 is the arrival date of the issuer’s (company’s) funds.
6. March 2, 2022 is the date of receipt of the holder’s funds. At that time, the redemption money of “biyin convertible bonds” will be directly transferred to the capital account of the holder of “biyin convertible bonds” through the custody broker of convertible corporate bonds.
7. The company will publish the announcement of redemption results and the delisting announcement of convertible corporate bonds on the information disclosure media designated by the CSRC within seven trading days after the redemption.
3、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company have traded “biyin convertible bonds” within six months before the redemption conditions are met
According to the self inspection of the company, within six months before the redemption conditions of this “biyin convertible bonds” are met (i.e. from July 23, 2021 to January 24, 2022), the actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company do not trade “biyin convertible bonds” within six months before the redemption conditions are met.
4、 Other matters to be explained
(I) “biyin convertible bonds” will stop trading and conversion from February 23, 2022. However, if the circulating face value of “biyin convertible bonds” is less than 30 million yuan, the trading will be stopped three trading days after the company issued the relevant announcement. Therefore, the trading time of “biyin convertible bonds” may be stopped earlier. In addition, “biyin convertible bonds” can be normally traded and converted into shares during the trading hours of Shenzhen Stock Exchange from the release date of the redemption announcement to the redemption date. (II) if the holder of “biyin convertible bonds” handles the conversion of shares, he must report the conversion of shares through the securities company hosting the bonds. It is recommended that the holders of convertible bonds consult the securities company that opened the account before reporting. (III) treatment method of less than one share amount during share conversion
The shares applied for conversion by the holder of “biyin convertible bonds” must be integer shares. If the balance of convertible corporate bonds is not enough to be converted into one share at the time of share conversion, the company will cash the balance of convertible corporate bonds and the current accrued interest corresponding to the balance within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shenzhen stock exchange and other departments.
5、 Review opinions of the board of directors
The 9th meeting of the 4th board of directors of the company deliberated and approved the proposal on early redemption of “biyin convertible bonds”, and agreed to exercise the conditional redemption right of “biyin convertible bonds”, Redeem all non convertible “biyin convertible bonds” registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng company”) after the closing of the redemption registration date at the price of the par value of the bonds plus the accrued interest of the current period.
6、 Opinions of independent directors
The independent directors believe that the company will redeem the issued convertible corporate bonds in advance, It complies with the relevant provisions of the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, 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 provisions on conditional redemption in the prospectus for public issuance of convertible corporate bonds of Biem.L.Fdlkk Garment Co.Ltd(002832) , and has fulfilled the necessary examination and approval procedures, There is no situation that damages the interests of the company and shareholders. Therefore, the company agrees to redeem all “biyin convertible bonds” registered on the redemption registration date at the price of the face value of convertible corporate bonds plus the accrued interest of the current period.
7、 Verification opinions of the recommendation institution
After verification, Biem.L.Fdlkk Garment Co.Ltd(002832) the exercise of the early redemption right of “biyin convertible bonds” has been deliberated and approved by the board of directors of the company. The independent directors of the company have expressed their consent and fulfilled the necessary decision-making procedures, Comply with the requirements of relevant laws and regulations such as the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the provisions of the Biem.L.Fdlkk Garment Co.Ltd(002832) prospectus for public issuance of convertible corporate bonds.
Based on the above verification, the recommendation institution has no objection to the company’s exercise of the right of early redemption of biyin convertible bonds.
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(there is no text on this page, which is the signature page of Guotai Junan Securities Co.Ltd(601211) verification opinions on Biem.L.Fdlkk Garment Co.Ltd(002832) exercising the right of early redemption of biyin convertible bonds) sponsor representative:
Fang Zilong, Liu Xiangmao
Guotai Junan Securities Co.Ltd(601211) mm / DD / yy
