About Malion New Materials Co.Ltd(300586)
Verification opinions on matters related to the resale of Meilian convertible bonds
Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) ” or “sponsor”) as a sponsor of Malion New Materials Co.Ltd(300586) (hereinafter referred to as ” Malion New Materials Co.Ltd(300586) ” or “company”) issuing A-Shares to specific objects in 2020 and listing on the gem, and publicly issuing convertible corporate bonds and listing on the gem in 2019, according to the administrative measures for securities issuance and listing sponsor business The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant provisions have verified the matters related to the resale of Malion New Materials Co.Ltd(300586) Meilian convertible bonds, and issued the following verification opinions: 1 Overview of resale
1. Reasons for the effectiveness of the resale clause
The company held the fourth meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors on January 7, 2022, the first extraordinary general meeting of shareholders in 2022 and the first bondholder meeting of Wachovia convertible bonds in 2022 on January 24, 2022, respectively, to consider and adopt the proposal on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital. For details, please refer to cninfo.com.cn published by the company on January 8, 2021 Announcement on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital (Announcement No.: 2022-007).
According to article 8.3.7 of the Shenzhen Stock Exchange GEM Listing Rules, if the investment project of raised funds is changed with the approval of the general meeting of shareholders, the listed company shall give the bondholders of convertible companies the right of one-time resale within 20 trading days after the approval of the general meeting of shareholders.
At the same time, according to the provisions of the company’s prospectus, the additional resale clause of “Meilian convertible bonds” takes effect. 2. Additional resale clause
According to the provisions of the company’s prospectus, additional resale terms are as follows:
“If there is a significant change in the implementation of the investment project of the raised funds of the company’s convertible corporate bonds issued this time compared with the commitment of the company in the prospectus, and it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, the holders of convertible corporate bonds have the right to sell back at one time. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the price of the face value of the bonds plus the accrued interest of the current period. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out within the additional resale reporting period, the additional resale right shall not be exercised. “
3. Resale price
According to the provisions of the company’s prospectus, 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: 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).
Where: I = 0.8% (the coupon rate of the second interest period of “Meilian convertible bonds”, i.e. from July 1, 2021 to June 30, 2022); T = 221 days (from July 1, 2021 to February 7, 2022, counting the head but not the tail).
Calculated: ia = 100 × 0.8% × 221 / 365 = 0.484 yuan / piece (tax included).
From the above, the resale price of “Meilian convertible bonds” is 100.484 yuan / piece (including interest and tax).
According to the relevant provisions of relevant tax laws and regulations, for individual investors holding “Meilian convertible bonds” and bondholders of securities investment funds, the interest income tax shall be withheld and paid by the cashing and distribution institutions such as securities companies at the tax rate of 20%. The company does not withhold and pay income tax, and the actual profit from resale is 100.387 yuan / piece; Qualified foreign investors (QFII and rqiff) holding “Meilian convertible bonds” are exempted from income tax, and the actual return from resale is 100.484 yuan / piece; For other bondholders holding “Meilian convertible bonds”, the company will not withhold and pay income tax on the current convertible bond interest, and the actual return from resale is 100.484 yuan / piece.
4. Resale right
The holders of “Meilian convertible bonds” can resell some or all of the “Meilian convertible bonds” that have not been converted into shares. The holders of “Meilian convertible bonds” have the right to choose whether to carry out the resale. This resale is not mandatory.
2、 Resale procedure and payment method
1. Announcement period of resale
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, if the investment project of raised funds is changed with the approval of the general meeting of shareholders, the listed company shall give the bondholders of convertible companies the right to sell back at one time within 20 trading days after the approval of the general meeting of shareholders. The resale announcement shall be issued at least three times, including at least once before the implementation of the resale and within five trading days after the announcement of the resolution of the general meeting of shareholders, at least once during the implementation of the resale, and the time of the remaining resale announcement shall be determined as needed. The company will publish the above announcement on resale on the gem information disclosure website designated by the CSRC.
2. Reporting period of resale
The bondholder exercising the repurchase right shall make the repurchase declaration through the trading system of Shenzhen stock exchange during the repurchase declaration period from February 7, 2022 to February 11, 2022, and the order can be cancelled on the day of the repurchase declaration. Once the resale declaration is confirmed, it cannot be revoked. If the declaration fails on the day of declaration, the declaration can be continued on the next day (within the declaration period). If the bondholder fails to make a repurchase declaration within the repurchase declaration period, it shall be deemed to have unconditionally waived the repurchase right.
3. Payment method
The company will resell “Meilian convertible bonds” at the resale price specified above, and the company entrusts China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to conduct clearing and settlement through its capital clearing system. According to the relevant business rules of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the arrival date of investors’ resale funds is
February 18, 2022. After the resale period expires, the company will announce the results of this resale and the impact of this resale on the company.
3、 Transactions during resale
“Meilian convertible bonds” will continue to trade during the resale period. If the holder of “Meilian convertible bonds” sends two or more offer applications for trading, custody transfer, stock conversion and resale on the same trading day, the application shall be processed in the following order: trading, resale, stock conversion and custody transfer.
4、 Recommendation institution’s concluding comments
After verification, Chinalin Securities Co.Ltd(002945) believes that:
The matters related to the resale of “Meilian convertible bonds” comply with the provisions of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange and the relevant provisions of the prospectus.
At the same time, the company has fulfilled the necessary approval procedures for the change of the raised investment project of convertible corporate bonds.
In conclusion, the sponsor has no objection to the resale of “Meilian convertible bonds”.
(there is no text on this page, which is the signature and seal page of Chinalin Securities Co.Ltd(002945) verification opinions on matters related to the resale of Malion New Materials Co.Ltd(300586) Meilian convertible bonds)
Sponsor representative:
Wang Cuicui
Zhang Feng
Shen Chuang
Chinalin Securities Co.Ltd(002945) (seal): mm / DD / yyyy
