Section 1 Necessity of Issuing Securities and Choice of Type
Guangdong Taien Kang Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), based on its own situation and 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"), and 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, plans to raise funds by issuing convertible corporate bonds to unspecified targets (hereinafter referred to as "convertible bonds").
I. Type of Securities to be Issued
The type of securities to be issued is convertible corporate bonds that can be converted into the Company's A-shares. These convertible bonds and the A-shares to be converted in the future will be listed on the ChiNext market of the Shenzhen Stock Exchange.
II. Necessity of the Current Issuance
The projects for which funds will be raised through the issuance of convertible bonds to unspecified targets have been carefully considered by the Company, are in line with relevant national industrial policies and the Company's strategic development direction. The implementation of these projects will further enhance the Company's core competitiveness, strengthen its sustainable development capabilities, and align with the interests of the Company and all shareholders, demonstrating feasibility and necessity. For a detailed analysis, please refer to the "Feasibility Analysis Report on the Use of Raised Funds for the Issuance of Convertible Bonds to Unspecified Targets by Guangdong Taien Kang Pharmaceutical Co., Ltd. (Revised Draft)" published by the Company on the same day.
Section 2 Appropriateness of the Selection Scope, Number, and Standards of Issuance Targets
I. Appropriateness of the Selection Scope of Issuance Targets
The specific issuance method for convertible bonds will be determined through negotiation between the shareholders' meeting authorized board of directors (or its authorized personnel) and the sponsor (underwriter).
The issuance targets for the convertible bonds are individuals, legal persons, and funds that hold securities accounts with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as well as other investors permitted by law (excluding those prohibited by national laws and regulations).
The convertible bonds issued will be preferentially allocated to the Company's existing A-share shareholders, who have the right to waive their subscription. The specific proportion and number of preferential allocations to existing shareholders will be determined by the Company's board of directors (or its authorized personnel) prior to the issuance, based on market conditions and in consultation with the sponsor (underwriter), and will be disclosed in the issuance announcement.
The remaining portion after the preferential allocation to existing A-share shareholders, and the portion waived by existing A-share shareholders, will be offered to institutional investors offline and/or through online fixed-price issuance on the Shenzhen Stock Exchange trading system. The remaining balance will be underwritten by the sponsor. The specific plan will be determined by the Company's board of directors (or its authorized personnel) in consultation with the sponsor (underwriter) prior to the issuance.
The selection scope of issuance targets complies with the relevant provisions of the "Registration Measures" and other relevant laws and regulations, and the selection scope is appropriate.
II. Appropriateness of the Number of Issuance Targets
The issuance targets for the convertible bonds are individuals, legal persons, and funds that hold securities accounts with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as well as other investors permitted by law (excluding those prohibited by national laws and regulations). All issuance targets will subscribe in cash.