Analysis Report on the Proposal for Issuing Convertible Bonds to Unspecified Objects
Section 1: Necessity of Issuing Securities and Choosing the Type of Securities
Jiangsu Yunyi Electric Power Co., Ltd. (hereinafter referred to as "Yunyi Electric," "the Company," or "the listed company") is a company listed on the Growth Enterprise Market of the Shenzhen Stock Exchange. To meet the Company's capital needs for business development, enhance its capital strength, and improve profitability, the Company plans to raise funds by issuing convertible corporate bonds (hereinafter referred to as "this issuance," and convertible corporate bonds as "convertible bonds") to unspecified objects, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Administrative Measures for the Registration of Securities Issuances by Listed Companies" (hereinafter referred to as "Registration Measures"), and other relevant laws, regulations, and normative documents.
Unless otherwise specified in this analysis report, the terms used herein have the same meaning as in the "Proposal for Issuing Convertible Corporate Bonds to Unspecified Objects by Jiangsu Yunyi Electric Power Co., Ltd."
I. Type of Securities to be Issued
The type of securities to be issued is convertible corporate bonds that can be converted into Class A ordinary shares of the Company.
The convertible corporate bonds to be issued and the Class A ordinary shares to be converted from them will be listed on the Shenzhen Stock Exchange.
II. Feasibility and Necessity of the Fund-Raising Investment Projects
The fund-raising investment projects for this issuance of convertible corporate bonds to unspecified objects have been carefully considered by the Company's board of directors. The implementation of these projects will help further enhance the Company's core competitiveness, strengthen its sustainable development capabilities. For detailed information, please refer to the "Feasibility Analysis Report on the Use of Raised Funds for Issuing Convertible Corporate Bonds to Unspecified Objects by Jiangsu Yunyi Electric Power Co., Ltd." disclosed on the same day on the website of the Shenzhen Stock Exchange.
Section 2: Appropriateness of the Scope, Number, and Standards of Issuance Targets
I. Appropriateness of the Scope of Issuance Targets
The specific issuance method for this convertible corporate bond will be determined through negotiation between the board of directors and its authorized representatives and the sponsor (underwriter). The issuance targets for this convertible corporate bond are natural persons, legal persons, securities investment funds holding securities accounts with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, and other investors that meet the legal requirements (excluding those prohibited by national laws and regulations).
The Company's existing shareholders may be given priority in subscribing for the convertible corporate bonds. Existing shareholders have the right to waive their priority subscription rights. The specific number of shares to be allocated preferentially to existing shareholders will be determined by the board of directors and its authorized representatives based on market conditions and in consultation with the sponsor (underwriter), and will be disclosed in the issuance announcement of this convertible bond. The remaining portion after the priority subscription by existing shareholders and the portion after existing shareholders waive their priority subscription rights will be offered to institutional investors through offline placement and/or online pricing issuance combined with the Shenzhen Stock Exchange system. The remaining balance will be underwritten by the lead underwriter.
The scope of issuance targets for this issuance complies with the relevant laws, regulations, and normative documents of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shenzhen Stock Exchange, and the scope of selection is appropriate.