About Minsheng Securities Co., Ltd
Foshan Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) Intelligent Technology Co., Ltd
Verification opinions on exercising the right of early redemption of “Galaxy convertible bonds”
Minsheng Securities Co., Ltd. (hereinafter referred to as the “sponsor”) is the sponsor of public issuance of convertible corporate bonds and continuous supervision on the gem of Foshan Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) Intelligent Equipment Co., Ltd. (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 Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) exercising the right of early redemption of “Galaxy convertible bonds”. The details are as follows:
1、 Issuance and listing of “Galaxy convertible bonds”
With the approval of “zjxk [2019] No. 2559” document of China Securities Regulatory Commission, the company publicly issued 1.6666 million convertible corporate bonds on January 14, 2020, with a face value of 100 yuan each and a total issuance amount of 16.666 million yuan.
With the consent of “SZS [2020] No. 80” document of Shenzhen Stock Exchange, the company’s RMB 166660000 convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since February 14, 2020. The bonds are referred to as “Galaxy convertible bonds” for short and the bond code is “123042”.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the prospectus, The conversion period of convertible corporate bonds of “Galaxy convertible bonds” starts from the first trading day (July 20, 2020) six months after the end of the issuance of convertible corporate bonds (January 20, 2020) to the maturity date of convertible corporate bonds (January 13, 2026), and the initial conversion price is 24.46 yuan / share.
On July 9, 2020, the company disclosed the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2020-064). As the company implements the 2019 annual equity distribution, based on the total share capital of the company on the equity registration date, the company will distribute RMB 0.56 (including tax) in cash to all shareholders for every 10 shares. The equity registration date is July 16, 2020 and the ex right and ex interest date is July 17, 2020. Therefore, the conversion price of “Galaxy convertible bonds” was adjusted from 24.46 yuan / share to 24.40 yuan / share. The adjusted conversion price will take effect from July 17, 2020.
On June 18, 2021, the company disclosed the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2021-064). Due to the implementation of the annual equity distribution in 2020, the company will distribute RMB 0.20 (including tax) in cash to all shareholders for every 10 shares based on the total share capital of the company on the equity registration date. The equity registration date is June 23, 2021 and the ex right and ex interest date is June 24, 2021. Therefore, the conversion price of “Galaxy convertible bonds” was adjusted from 24.40 yuan / share to 24.38 yuan / share. The adjusted conversion price will take effect from June 24, 2021.
On December 7, 2021, the company disclosed the announcement on the price adjustment of convertible corporate bonds (Announcement No.: 2021-127). According to the reply on Approving the registration of Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 3292), the company issued 7150000 shares to specific objects. According to the issuance terms of the prospectus and the relevant provisions of the CSRC on the issuance of convertible corporate bonds, the conversion price of “Galaxy convertible bonds” is adjusted to 23.59 yuan / share, and the adjusted conversion price will take effect from December 10, 2021.
2、 Conditional redemption provisions of the prospectus on “Galaxy convertible bonds”
The “conditional redemption terms” agreed in the prospectus of convertible bonds are as follows:
“During the conversion period of convertible 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 , or when the balance of the convertible bonds issued this time is less than RMB 30 million, the company has the right to redeem all or part of the convertible bonds that have not been converted according to the face value of the bonds plus the 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 bonds to be redeemed held by the holders of convertible 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, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days. “
3、 The redemption of “Galaxy convertible bonds” is triggered this time
From August 5, 2021 to August 25, 2021, the closing price of the company’s shares exceeded 130% of the current conversion price for 15 consecutive trading days, triggering the conditional redemption clause of “Galaxy convertible bonds” (that is, “if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price)”, The company held the 18th meeting of the third board of directors on August 25, 2021, and deliberated and passed the proposal on not redeeming “Galaxy convertible bonds” in advance. From the date of the resolution of the board of directors to December 31, 2021, when the “Galaxy convertible bonds” trigger conditional redemption terms again, the company will not redeem in advance
Right back. Recalculated on the first trading day after January 1, 2022, if the “Galaxy convertible bonds” trigger the conditional redemption clause again, the board of directors of the company will hold a separate meeting to decide whether to exercise the early redemption right of “Galaxy convertible bonds”. For details, please refer to the announcement on non early redemption of “Galaxy convertible bonds” (Announcement No.: 2021-090) disclosed by the company on cninfo.com on August 26, 2021
From January 4, 2022 to January 24, 2022, the closing price of the company’s shares has been no less than 130% (including 130%) of the current conversion price of “Galaxy convertible bonds” for 15 consecutive trading days, triggering 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 “Galaxy convertible bonds” has been deliberated and adopted at the 23rd Meeting of the third board of directors and the 18th meeting of the third board of supervisors. The independent directors of the company have expressed their independent opinions on the matter and fulfilled the necessary decision-making procedures, Comply with the requirements of relevant laws and regulations such as 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 the provisions of the prospectus.
The sponsor has no objection to the company’s exercise of the early redemption right of “Galaxy convertible bonds”.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Minsheng Securities Co., Ltd. on Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) exercising the early redemption right of “Galaxy convertible bonds”)
Sponsor representative:
Wang Leilei, Guo Lili
Minsheng Securities Co., Ltd. January 24, 2022
