Securities Code: 300894
Convertible Bond Code: 123154
Securities Abbreviation: Mars Appliance
Convertible Bond Abbreviation: Mars Convertible Bond
Mars Appliance Co., Ltd.
Report on Interim Custodian Management Affairs for Issuance of Convertible Corporate Bonds to Unspecified Targets
Bond Custodian Manager
China Securities Co., Ltd.
June 2026
Important Statement
This report is prepared by the custodian manager, China Securities Co., Ltd. (hereinafter referred to as "China Securities"), based on relevant public information disclosure documents such as the "Administrative Measures for the Issuance and Trading of Corporate Bonds" (hereinafter referred to as the "Administrative Measures"), the "Custodian Management Agreement for the Issuance of Convertible Corporate Bonds by Mars Appliance Co., Ltd. to Unspecified Targets" (hereinafter referred to as the "Custodian Agreement"), and the "Prospectus for the Issuance of Convertible Corporate Bonds by Mars Appliance Co., Ltd. to Unspecified Targets" (hereinafter referred to as the "Prospectus"), as well as professional opinions issued by third-party intermediaries. China Securities has not independently verified the content and information quoted from the aforementioned documents and does not guarantee or assume any responsibility for the truthfulness, accuracy, and completeness of such quoted content and information.
This report does not constitute a recommendation for investors to take or not take any action. Investors should make independent judgments on relevant matters and should not use any content in this report as a commitment or statement made by China Securities. In any case, China Securities shall not be liable for any actions or omissions taken by investors based on this report.
China Securities Co., Ltd. acts as the sponsor, lead underwriter, and custodian manager for the issuance of convertible corporate bonds by Mars Appliance Co., Ltd. (hereinafter referred to as "Mars Appliance," "Company," or "Issuer") to unspecified targets (Bond Abbreviation: "Mars Convertible Bond," Bond Code: 123154, hereinafter referred to as "This Bond"). China Securities continuously pays close attention to matters that have a significant impact on the rights and interests of bondholders. In accordance with relevant regulations such as the "Administrative Measures for the Issuance and Trading of Corporate Bonds," the "Code of Conduct for Custodian Managers of Corporate Bonds," and the "Administrative Measures for Convertible Corporate Bonds," as well as the provisions of the "Custodian Agreement" for this bond and the "2026 Annual Rating Report for Bonds of Mars Appliance Co., Ltd." disclosed by the issuer on June 26, 2026, this report on major matters concerning this bond is hereby submitted:
I. Approval Documents and Scale of Approval
The issuance plan and related matters for this convertible bond have been deliberated and approved by the Fifth Extraordinary Meeting of the Second Board of Directors of Mars Appliance Co., Ltd. (hereinafter referred to as "Mars Appliance," "Company," or "Issuer"), the Sixth Extraordinary Meeting of the Second Board of Directors, the Third Extraordinary Meeting of the Second Board of Directors in 2022, the Second Extraordinary General Meeting of Shareholders in 2021, and the Third Extraordinary General Meeting of Shareholders in 2021.
With the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC")'s "Approval of Registration for the Issuance of Convertible Corporate Bonds by Mars Appliance Co., Ltd. to Unspecified Targets" (Zheng Jian Xu Ke [2022] No. 1465), the Company issued 5,289,990 shares of convertible corporate bonds to unspecified targets, with a face value of RMB 100 per share, for a total fundraising amount of RMB 528,999,000.00. After deducting expenses directly related to the issuance of convertible corporate bonds, which amounted to RMB 10,246,255.72 (excluding tax), the net fundraising amount was RMB 518,752,744.28. The receipt of these funds has been verified by Tianjian Certified Public Accountants (Special General Partnership) and confirmed in their "Verification Report" (Tian Jian Yan [2022] No. 407).