温氏股份: 温氏食品集团股份有限公司向不特定对象发行可转换公司债券第三次临时受托管理事务报告（2025年度）

Core Viewpoint - The report outlines the issuance of convertible bonds by Wens Food Group Co., Ltd., detailing the bond's terms, management, and the implications of changes in the company's actual controlling shareholders [2][12]. Group 1: Bond Issuance Details - Wens Food Group issued 92,970,000 convertible bonds at a price of 100 RMB each, raising a total of 9,297,000,000 RMB, with net proceeds after fees amounting to 9,227,000,000 RMB [2][8]. - The bonds will pay interest annually and are set to mature on March 28, 2027, with a redemption price of 108% of the face value at maturity [3][5]. Group 2: Major Terms and Conditions - The bonds have a fixed annual interest rate, with interest calculated based on the bondholder's total face value held [3][4]. - The company has the right to adjust the conversion price if the stock price falls below 90% of the current conversion price for 15 out of 30 consecutive trading days [4][6]. - Bondholders can redeem their bonds at face value plus accrued interest under certain conditions, including if the stock price remains below 70% of the conversion price during the last two interest years [6][7]. Group 3: Use of Proceeds - The raised funds will be allocated to various projects, including pig farming (585,726,000 RMB), chicken farming (153,140,740 RMB), waterfowl projects (150,933,000 RMB), and working capital (277,900,000 RMB) [8]. Group 4: Changes in Control - The actual controlling shareholders of Wens Food Group will change on June 4, 2025, with a new agreement extending the control period and adding new members to the controlling group [9][12]. - The new agreement ensures that the controlling shareholders will act in unison regarding shareholder rights and decisions, maintaining the company's governance structure [11][12]. Group 5: Commitments and Compliance - The controlling shareholders have made commitments to avoid conflicts of interest and ensure the company's independent operation, including not engaging in competing businesses [14][15]. - The company will continue to comply with relevant laws and regulations, ensuring that the governance structure remains intact and does not harm the interests of minority shareholders [13][18].