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万凯新材: 中国国际金融股份有限公司关于万凯新材料股份有限公司不提前赎回万凯转债的核查意见

Core Viewpoint - The company has decided not to redeem the "Wankai Convertible Bonds" early, prioritizing the interests of bondholders and considering the current market conditions and the company's situation [6][7]. Group 1: Convertible Bond Issuance - The company issued 27,000,000 convertible bonds with a total amount of RMB 270,000,000, approved by the China Securities Regulatory Commission [1]. - The bonds were listed on the Shenzhen Stock Exchange on September 5, 2024, under the name "Wankai Convertible Bonds" with the code "123247" [2]. - The initial conversion price for the bonds is set at RMB 11.45 per share, which will be adjusted to RMB 11.30 per share starting from May 30, 2025 [3]. Group 2: Redemption Terms and Conditions - The bonds have conditional redemption terms, allowing the company to redeem them if the stock price remains above 130% of the conversion price for at least 15 out of 30 trading days [4]. - The company has triggered the conditional redemption clause, as the stock price was above RMB 14.69 per share for the required period [5]. Group 3: Decision Against Early Redemption - The board of directors has resolved not to redeem the bonds early, considering the short conversion period starting from February 24, 2025, and the aim to protect bondholders' interests [6]. - The company will not exercise the early redemption right for the next six months, even if the redemption conditions are met again [6]. Group 4: Trading Activity and Future Plans - The company conducted a self-inspection regarding trading activities of major stakeholders in the bonds, revealing no significant trading activity in the six months prior to the redemption condition being met [6]. - There are currently no plans from major stakeholders to reduce their holdings in the bonds in the next six months [6]. Group 5: Sponsor's Verification Opinion - The sponsor has verified that the decision not to redeem the bonds early complies with relevant regulations and the terms outlined in the offering document [7].