Verification Opinion of Guojin Securities Co., Ltd. on Qingdao Guanzhong Ecological Co., Ltd.'s Non-Early Redemption of "Guanzhong Convertible Bonds"
Guojin Securities Co., Ltd. (hereinafter referred to as the "Sponsor") has conducted a verification regarding Qingdao Guanzhong Ecological Co., Ltd. (hereinafter referred to as "Guanzhong Ecological" or "the Company") concerning the non-early redemption of "Guanzhong Convertible Bonds" as part of its ongoing sponsorship for the issuance of convertible corporate bonds to unspecified targets. This verification is based on relevant regulations including the "Administrative Measures for Sponsorship of Securities Issuance and Listing," "Shenzhen Stock Exchange GEM Listing Rules," and "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of GEM Listed Companies." The specific situation is as follows:
I. Basic Information on Convertible Corporate Bonds
(1) Issuance of Convertible Corporate Bonds
With the approval from the China Securities Regulatory Commission (CSRC) regarding the registration of Qingdao Guanzhong Ecological Co., Ltd. for the issuance of convertible corporate bonds to unspecified targets (CSRC Permit [2023] No. 1384), the Company issued 4,000,000 convertible bonds on July 21, 2023, with a face value of RMB 100 each, raising a total of RMB 400,000,000. After deducting total issuance expenses (excluding VAT) of RMB 8,500,943.39, the actual net funds raised amounted to RMB 391,499,056.61. Zhongxinghua Accounting Firm (Special General Partnership) verified the funds raised on July 27, 2023, and issued the "Verification Report on the Funds Raised by Qingdao Guanzhong Ecological Co., Ltd. for the Issuance of Convertible Corporate Bonds" (Zhongxinghua Verification No. [2023] 030023). The Company manages the raised funds in a dedicated account and has signed a "Tripartite Supervision Agreement on Raised Funds" with the bank and the sponsor.
(2) Listing of Convertible Bonds
With the approval of the Shenzhen Stock Exchange, the Company's convertible bonds began trading on the Shenzhen Stock Exchange on August 9, 2023, under the bond name "Guanzhong Convertible Bonds" and bond code "123207."
(3) Conversion Period of Convertible Bonds
The conversion period for this convertible bond starts from the first trading day after six months from the end of the issuance (July 27, 2023, T+4 days) until the maturity date of the convertible bonds, which is from January 29, 2024, to July 20, 2029 (if it falls on a legal holiday or weekend, it will be extended to the next trading day; interest during the extension period will not accrue additional interest).