CITIC Securities, as the trustee for KeLan Software's convertible bonds (Bond Name: KeLan Convertible Bond, Bond Code: 123157), has continuously monitored matters significantly impacting bondholder rights. In accordance with relevant regulations, including the "Measures for the Issuance and Trading of Corporate Bonds," "Code of Practice for Trustees of Corporate Bonds," and the "Trustee Agreement for the Issuance of Convertible Corporate Bonds by Beijing KeLan Software System Co., Ltd. to Unspecified Objects," as well as the issuer's announcements, the following report on major matters concerning this convertible bond is hereby made:
I. Issuance and Conversion of This Convertible Bond
The plan and related matters for the issuance of convertible bonds to unspecified objects were approved by the Second Board of Directors of Beijing KeLan Software System Co., Ltd. (hereinafter referred to as the "Company," "KeLan Software," or "Issuer") at its 43rd meeting on May 28, 2021, and by the 2021 Second Extraordinary General Meeting of Shareholders on June 16, 2021.
On December 8, 2021, the Company's Third Board of Directors held its second meeting, during which the plan for the public issuance of convertible corporate bonds to unspecified objects was adjusted, and the total amount of funds to be raised was revised to not exceed RMB 494.60 million.
Upon approval from the China Securities Regulatory Commission (CSRC) in the "Approval on the Registration of Beijing KeLan Software System Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Objects" (Document No. [2022] 1567), the Company issued 4.946 million convertible bonds, each with a face value of RMB 100, for a total fundraising amount of RMB 494.60 million. After deducting issuance-related expenses of RMB 8,984,650.93 (excluding VAT), the net proceeds amounted to RMB 485,615,349.07. The receipt of these funds was verified by Dahua Certified Public Accountants (Special General Partnership), who issued an "Audit Report" (Dahua Audit Word [2022] 000614) on September 5, 2022.
With the approval of the Shenzhen Stock Exchange, the convertible bonds issued by the Company were listed and traded on the Shenzhen Stock Exchange starting September 20, 2022, under the bond name "KeLan Convertible Bond" and bond code "123157."
As of May 29, 2026, there are still 2,340,414 KeLan Convertible Bonds outstanding, with a total remaining face value of RMB 234,041,400.
II. Details of Major Matters Concerning This Bond
The major matter concerning this bond is the Company's downward adjustment of the conversion price of "KeLan Convertible Bond," the details of which are as follows:
(I) Downward Adjustment Clause for Convertible Bond Conversion Price