Huatai United Securities Co., Ltd.
Regarding
Shu Yang Group Co., Ltd.
Verification Opinion on the Early Redemption of "Shu Yang Convertible Bonds"
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "the Sponsor") is the continuous sponsor of Shu Yang Group Co., Ltd. (hereinafter referred to as "Shu Yang Shares" or "the Company") for its issuance of convertible corporate bonds to unspecified targets. In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," "Measures for the Administration of Convertible Corporate Bonds," "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 15 - Convertible Corporate Bonds," and other relevant regulations, after careful verification, we hereby issue the following verification opinion on Shu Yang Shares exercising the early redemption right of "Shu Yang Convertible Bonds":
I. Basic Information of Convertible Corporate Bonds
(I) Issuance of Convertible Bonds
With the approval of the China Securities Regulatory Commission's "Approval on Agreeing to Shu Yang Group Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Targets" (证监许可[2023]283), the Company issued 6,949,870 convertible corporate bonds to unspecified targets on April 4, 2023. Each bond has a face value of RMB 100, with a total issuance amount of RMB 694,987,000.
(II) Listing of Convertible Bonds
With the approval of the Shenzhen Stock Exchange, the Company's convertible bonds were listed and traded on the Shenzhen Stock Exchange from April 25, 2023. The bond abbreviation is "Shu Yang Convertible Bonds," and the bond code is "123188."
(III) Conversion Period of Convertible Bonds
The conversion period for this convertible bond starts from the first trading day six months after the end of the convertible bond issuance date (April 11, 2023), which is October 11, 2023, and ends on the maturity date of the convertible bond (April 3, 2029).
(IV) Adjustment of Convertible Bond Price
The initial conversion price of the convertible bonds issued in this batch was RMB 13.71 per share. Due to the Company's 2022 annual profit distribution, the conversion price of "Shu Yang Convertible Bonds" was adjusted from RMB 13.71 per share to RMB 13.61 per share, effective from June 30, 2023. Due to the exercise of stock options and the repurchase and cancellation of restricted shares under the "2019 Stock Option and Restricted Share Incentive Plan" (hereinafter referred to as the "2019 Incentive Plan"), the conversion price of "Shu Yang Convertible Bonds" was adjusted from RMB 13.61 per share to RMB 13.63 per share, effective from March 12, 2024. Due to the Company's 2023 annual profit distribution, the conversion price of "Shu Yang Convertible Bonds" was adjusted from RMB 13.63 per share to RMB 13.53 per share, effective from June 18, 2024. Due to the exercise of stock options and the repurchase and cancellation of restricted shares under the "2019 Incentive Plan," the conversion price of "Shu Yang Convertible Bonds" was adjusted from RMB 13.53 per share to RMB 13.54 per share, effective from September 2, 2024. Due to the Company's 2025 annual profit distribution, the conversion price of "Shu Yang Convertible Bonds" was adjusted from RMB 13.54 per share to RMB 13.44 per share, effective from July 3, 2026 (ex-rights and ex-dividend date).