Section 1 Necessity of Issuing Securities and Choosing the Type of Securities in This Issuance
Guangdong Hongjing Optoelectronic Technology 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 Issuance of Securities 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 in This Issuance
The type of securities to be issued in this issuance is convertible corporate bonds that can be converted into the Company's A-share stocks. These convertible bonds and the A-share stocks to be converted in the future will be listed on the ChiNext market of the Shenzhen Stock Exchange.
II. Necessity of Implementing This Issuance
The investment projects to be funded by the proceeds from the issuance of convertible bonds to unspecified targets have been carefully considered by the Company, comply with relevant national industrial policies and the Company's strategic development direction. The implementation of the projects will further enhance the Company's core competitiveness, strengthen its sustainable development capabilities, and be in the interests of the Company and all shareholders, demonstrating feasibility and necessity. For a detailed analysis, please refer to the "Analysis Report on the Feasibility of Using Raised Funds for Issuing Convertible Bonds to Unspecified Targets by Guangdong Hongjing Optoelectronic Technology Co., Ltd." published by the Company on the same day.
Section 2 Appropriateness of the Scope, Number, and Standards of Issuance Targets in This Issuance
I. Appropriateness of the Scope of Issuance Targets
The specific issuance method for the convertible bonds will be determined through negotiation between the shareholders' meeting authorized board of directors (or its authorized representative) and the sponsor (underwriter). The issuance targets for the convertible bonds are natural persons, legal persons, securities investment funds, and other investors that meet the legal requirements and hold securities accounts with China Securities Depository and Clearing Corporation Limited Shenzhen Branch (excluding those prohibited by national laws and regulations).
The convertible bonds to be issued will be preferentially placed with the Company's existing shareholders, who have the right to waive their subscription rights. The specific subscription ratio for the preferential placement to existing shareholders will be determined by the board of directors (or its authorized representative) authorized by the shareholders' meeting based on the specific circumstances at the time of issuance and will be disclosed in the issuance announcement of the convertible bonds. The remaining portion after the preferential placement to existing shareholders and the portion after existing shareholders waive their preferential subscription rights will be offered to institutional investors through offline placement and online pricing issuance through the Shenzhen Stock Exchange trading system. The remaining balance will be underwritten by the underwriter.
The scope of issuance targets is in compliance with the relevant provisions of the "Registration Measures" and other relevant laws and regulations, and the scope of selection is appropriate.
II. Appropriateness of the Number of Issuance Targets
The issuance targets for the convertible bonds are natural persons, legal persons, securities investment funds, and other investors that meet the legal requirements and hold securities accounts with China Securities Depository and Clearing Corporation Limited Shenzhen Branch (excluding those prohibited by national laws and regulations). All issuance targets will subscribe in cash.