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恒辉安防: 华泰联合证券有限责任公司关于江苏恒辉安防股份有限公司提前赎回恒辉转债的核查意见

Summary of Key Points Core Viewpoint - The company, Jiangsu Henghui Security Co., Ltd., is proceeding with the early redemption of its convertible bonds, "Henghui Convertible Bonds," following the approval of its board of directors and in compliance with relevant regulations [6][7]. Group 1: Convertible Bond Issuance and Listing - The company issued 5 million convertible bonds at a face value of 100 RMB each, raising a total of 500 million RMB [1]. - The bonds were listed on the Shenzhen Stock Exchange on September 12, 2024, under the name "Henghui Convertible Bonds" with the code "123248" [2]. - The initial conversion price was set at 18.26 RMB per share, which will be adjusted to 18.11 RMB per share effective May 30, 2025, due to the company's annual equity distribution [2][3]. Group 2: Conditional Redemption Terms and Triggering Conditions - The bonds have conditional redemption terms that allow the company to redeem them if the stock price exceeds 130% of the conversion price for at least 15 out of 30 consecutive trading days or if the remaining unconverted bonds are less than 30 million RMB [2][3]. - The company triggered the redemption conditions between June 20, 2025, and July 10, 2025, as the stock price met the required criteria [3]. Group 3: Redemption Implementation Arrangements - The redemption price is set at 100.19 RMB per bond, which includes accrued interest calculated based on a 0.20% interest rate for the first year [3][4]. - The redemption will be executed for all bondholders registered by the close of trading on July 31, 2025, with funds transferred to their accounts on August 8, 2025 [4][6]. - Following the redemption, the bonds will be delisted from the Shenzhen Stock Exchange [4]. Group 4: Trading Activity of Key Stakeholders - Key stakeholders, including the actual controller and major shareholders, engaged in trading the bonds within six months prior to the redemption conditions being met, with specific holdings detailed [5][6]. - The total number of bonds held by these stakeholders before the redemption conditions were met amounted to 3,448,518 [5]. Group 5: Approval and Compliance - The board of directors approved the early redemption of the bonds on July 10, 2025, and authorized management to handle all related matters [6]. - The sponsor, Huatai United Securities, confirmed that the redemption process complies with relevant laws and regulations [7].