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Stock code: 688301 Stock abbreviation: Yirui Technology
Bond code: 118025 Bond abbreviation: Yirui convertible bond
Shanghai Yirui Optoelectronics Technology Co., Ltd
Issuance of convertible corporate bonds to unspecified targets
Report on the first interim trustee management service
(FY2025)
Bond trustee
January 2025
In accordance with the Administrative Measures for the Issuance and Trading of Corporate Bonds, the Bond Trustee Management Agreement on the Issuance of Convertible Corporate Bonds by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Unspecified Targets (hereinafter referred to as the "Trustee Management Agreement"), and the Prospectus for the Issuance of Convertible Corporate Bonds by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Unspecified Targets (hereinafter referred to as the "Prospectus"), this report is determined by China International Capital Corporation Limited (hereinafter referred to as the "Prospectus"), the trustee of the bonds, China International Capital Corporation Limited (hereinafter referred to as the "Prospectus"). CICC"). CICC has not independently verified the content and information contained in this report from the above documents and does not guarantee or assume any responsibility for the truthfulness, accuracy and completeness of such quotations and information.
This report does not constitute a recommendation to investors to do or not to perform any of the acts, and investors should make independent judgment on the relevant matters and should not rely on anything in this report as a commitment or statement made by CICC. In no event shall CICC be liable for any acts or omissions taken by investors in reliance on this report.
China International Capital Corporation Limited, as the sponsor, lead underwriter and trustee of Shanghai Yirui Optoelectronics Technology Co., Ltd. (hereinafter referred to as "Yirui Technology", "Issuer", or "the Company") in its issuance of convertible corporate bonds ("Bond Abbreviation", Bond Code: 118025, hereinafter referred to as the "Bonds") to unspecified targets, continues to pay close attention to matters that have a significant impact on the rights and interests of bondholders. In accordance with the "Administrative Measures for the Issuance and Trading of Corporate Bonds", "Code of Conduct for Corporate Bond Trustees", "Administrative Measures for Convertible Corporate Bonds" and other relevant regulations, the provisions of the "Trustee Management Agreement" and the issuance of the bonds
On December 28, 2024, the "Shanghai Yirui Optoelectronics Technology Co., Ltd. on the Change of Publicity" was disclosed
Announcement on the name, registered address, registered capital and amendment of the articles of association of the company", the major events of the bond are reported as follows:
1. Overview of the bond registration
The issuance was reviewed and approved by the ninth meeting of the second board of directors held by the company on January 13, 2022
and was deliberated and approved by the company's first extraordinary general meeting of shareholders in 2022 held on February 15, 2022,
The resolutions of the General Meeting of Shareholders are valid until February 14, 2023.
On September 15, 2022, the China Securities Regulatory Commission (CSRC) issued the "Approval of Shanghai Yirui Optoelectronics Technology Co., Ltd
The approval of the registration of a limited company to issue convertible bonds to unspecified targets (Zheng Jian Xu Xu [2022] No. 2167) agrees to the company's application for registration of issuing convertible corporate bonds to unspecified objects.
Second, the basic situation of "Yirui Convertible Bonds".
(1) Name of bond: Shanghai Yirui Optoelectronics Technology Co., Ltd. issues convertible corporate bonds to unspecified objects.
(2) Bond abbreviation: Yirui convertible bonds.
(3) Bond code: 118025.
(4) Bond type: convertible corporate bonds.
(5) Issuance size: RMB 143,501.00 million.
(6) Number of copies: 14,350,100 copies.
(7) Par amount and issue price: The face value of each convertible bond issued this time is RMB 100 and is issued at par value.
(8) Bond term: The term of the convertible corporate bonds issued this time is six years from the date of issuance.
i.e. from October 24, 2022 to October 23, 2028.
(9) Bond interest rate: 0.2% in the first year, 0.4% in the second year, 0.8% in the third year, 1.5% in the fourth year, 1.8% in the fifth year, and 2.0% in the sixth year.
(10) The time limit and method of repayment of principal and interest
The convertible bonds are paid once a year, and the principal of the outstanding convertible corporate bonds will be returned at maturity and the interest will be paid for the last year.
(1) Interest calculation for the interest-bearing year
The interest of the interest-bearing year (hereinafter referred to as the "annual interest") refers to the current interest that the holder of the convertible bond can enjoy for each full year from the first day of issuance of the convertible bond according to the total coupon amount of the convertible bond.
The formula for calculating the annual interest is: I = B1×i
I: Refers to the annual interest amount;
B1: refers to the total face amount of the convertible bond held by the holder of the convertible bond on the record date of interest-paying claims in the interest-bearing year (hereinafter referred to as the "current year" or "annual");
i: refers to the coupon rate of the convertible bond in the current year.
(2) Interest payment method
(1) The convertible bond adopts the interest payment method of once a year, and the starting date of interest calculation is the first day of the issuance of the convertible bond (October 24, 2022, T day).
(2) Interest payment date: The annual interest payment date is the day of each full year from the first day of the issuance of the convertible bonds. If the day falls on a statutory holiday or rest day, it will be postponed to the next trading day, and no additional interest will be paid during the extension period. An interest-bearing year is calculated between two adjacent interest payment dates.
(3) Interest-paying creditor's rights registration date: The annual interest-paying creditor's rights registration date is the trading day before the annual interest-paying date, and the company will pay the current year's interest within five trading days after the annual interest-paying date. The Company will no longer pay interest to the holders of the convertible bonds that are converted into shares of the Company before the registration date of interest-paying claims (including the registration date of interest-paying claims).
(4) The tax payable on the interest income obtained by the holder of the convertible bond shall be borne by the holder of the convertible bond.
(11) The term of share transfer
The convertible bond swap period starts on the first trading day (April 28, 2023) six months after the expiration of the issuance of the convertible bond (October 28, 2022, T+4) to the maturity date of the convertible bond (October 23, 2028) (in case of statutory holidays or rest days, it will be extended to the first trading day thereafter; No additional interest will be charged on the interest payments during the deferred period).
(12) Conversion price: The initial conversion price of the convertible bonds issued this time is 499.89 yuan/share, and the current conversion price is 162.64 yuan/share.
(13) Credit rating: The convertible corporate bonds were rated by Oriental Jincheng International Credit Rating Co., Ltd., according to the "Credit Rating Report on the Issuance of Convertible Corporate Bonds by Shanghai Yirui Optoelectronics Technology Co., Ltd. to Unspecified Objects" issued by Oriental Jincheng International Credit Rating Co., Ltd. (Oriental Jincheng Bond Rating [2022] No. 0249), the issuer's main credit rating is AA, the rating outlook is stable, and the credit rating of the convertible corporate bonds is AA. On April 25, 2023, Oriental Jincheng International Credit Rating Co., Ltd. issued the "2023 Regular Follow-up Rating Report of Shanghai Yirui Optoelectronics Technology Co., Ltd. and "Yirui Convertible Bonds" (Oriental Jincheng Bond Tracking Rating [2023] No. 0013), which maintained the issuer's main credit rating of AA and the rating outlook as stable, while maintaining the credit rating of "Yirui Convertible Bonds" at AA.
(14) Credit rating agency: Oriental Jincheng International Credit Rating Co., Ltd.
(15) Guarantees: No guarantee is provided for this convertible bond.
(16) Registration, custody, entrustment of bond dividends and redemption institutions: China Securities Depository and Clearing Corporation Shanghai Branch.
3. The specific situation of the major events of the bond
As the sponsor, lead underwriter and trustee of the bonds, CICC continues to pay close attention to the issues that have a significant impact on the rights and interests of bondholders. In accordance with the Administrative Measures, the Code of Professional Conduct and other provisions and the provisions of the Trustee Management Agreement, the major events of this issue of bonds are reported as follows:
(1) Regarding the change of company name
In order to further implement the vision of globalization and specialization, and better promote the company's group management process, play
According to the company's strategic planning and business development needs, the company intends to change the Chinese name "Shanghai Yirui Optoelectronics Technology Co., Ltd." to "Yirui Electronic Technology Group Co., Ltd.", and the English name from "iRay Technology Company Limited" to "iRay Group" (the final name approved by the market supervision and management department shall prevail).
The company's securities abbreviation and stock code remain unchanged.
The change of the company's name is in line with the company's strategic development needs, the company's main business, development direction, etc. will not have an adverse impact on the company's production and business activities, nor will there be any damage to the interests of the company and all shareholders, in line with the "Company Law", "Securities Law" and other laws, regulations and the relevant provisions of the "Articles of Association".
(2) Regarding the change of the company's registered address
In view of the fact that the company's headquarters and R&D center are located at No. 999 Huanqiao Road, Pudong New Area, Shanghai, it has been approved
Housing safety appraisal, so it is proposed to change the registered address from "202, 2nd Floor, Building 9, No. 590, Ruiqing Road, Pudong New Area, Shanghai."
room" was changed to "No. 999 Huanqiao Road, Pudong New Area, Shanghai".
The company's headquarters and R&D center will effectively enhance the company's R&D capabilities, accelerate the transformation of scientific and technological achievements, enhance the company's products and technical strength, improve the company's core competitiveness, consolidate and expand the advantages of technology and services, and provide practical guarantee for the company to enhance its sustainable operation ability.
(3) Regarding the change of the registered capital of the company
On April 28, 2023, the company's convertible corporate bond "Yirui Convertible Bond" entered the equity conversion period. April 2024
From January 19 to June 6, 2024, the cumulative number of shares converted by "Yirui Convertible Bonds" is 8 shares, and the total number of shares of the company
from 101,998,932 shares to 101,998,940 shares. The company held its third session on April 18, 2024
The third meeting of the Board of Directors, the 2023 Annual General Meeting of Shareholders was held on May 24, 2024, which was deliberated and approved
"Proposal on the Company's 2023 Annual Profit Distribution and Capital Reserve Conversion to Share Capital Plan". After the implementation of this plan, the total number of shares of the company will increase from 101,998,940 shares to 142,728,932 shares. This turn
The additional shares have been listed and circulated on June 17, 2024, as detailed in the company's June 11, 2024
The "2023 Annual Right of Yirui Technology" disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Announcement on the Implementation of Profit Distribution (Announcement No.: 2024-038). The company completed 2021 on June 27, 2024
The first grant of the restricted stock incentive plan for the first time part of the second vesting of the second vesting of the share registration work,
This part of the shares has been officially listed for circulation on July 4, 2024. The number of shares vested this time is 59,682
shares. After the completion of this vesting, the total number of shares of the company increased from 142,728,932 shares to 142,788,614 shares. For details, please refer to the "Announcement of Yirui Technology on the Vesting Results of the Second Vesting of the Second Vesting Period of the First Grant of the 2021 Restricted Stock Incentive Plan and the Listing of Shares" (Announcement No.: 2024-043) disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on July 2, 2024. The Company has recently completed the third vesting period of the first grant of the 2021 restricted stock incentive plan and the reserved grant
The registration of shares vested for the first vesting of the two vesting periods, which was officially commenced on 4 December 2024
Listed for circulation. The number of shares vested this time is 274,204 shares. After the completion of this vesting, the company's shares
The total number of shares increased from 142,788,614 to 143,062,818 shares. Details are detailed in the company's November 2024 announcement
On March 30, the "Announcement of Yirui Technology on the Vesting Results of the First Vesting Period of the First Vesting Period of the First Grant of the Restricted Stock Incentive Plan in 2021 and the First Vesting of the Second Vesting Period of the Reserved Grant Part and the Listing of Shares" (Announcement No.: 2024-075) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn). So far, the total number of shares of the company has been changed from 101,998,932 shares to 143,062,818 shares; The registered capital of the company was changed from RMB 101,998,932 to RMB 143,062,818.
(4) On amending some articles of the Articles of Association
Combined with the actual situation of the above-mentioned change of company name, registered address and registered capital of the company, and in accordance with the provisions of relevant laws, regulations and normative documents such as the Guidelines for the Articles of Association of Listed Companies issued by the China Securities Regulatory Commission and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation of the Shanghai Stock Exchange, the corresponding provisions of the Articles of Association have been revised.
4. Duties performed by the trustee
In order to fully protect the interests of bond investors and perform the duties of bond trustee, CICC, as the trustee of the bonds, communicated with the issuer in a timely manner after learning of the relevant matters, and issued this interim trustee management report in accordance with the relevant provisions of the Code of Conduct for Corporate Bond Trustees. CICC will pay close attention to the issuer's repayment of principal and interest on the bonds and other matters that have a significant impact on the interests of bondholders, and will strictly perform its duties as a bond trustee.
Investors are hereby reminded to pay attention to the risks associated with this bond and ask investors to make independent judgments on relevant matters.
The announcement is hereby made. (No text below)
(There is no text on this page, it is the stamped page of the "Report on the First Interim Trustee Management Affairs of Shanghai Yirui Optoelectronics Technology Co., Ltd. on the Issuance of Convertible Corporate Bonds to Unspecified Targets (2025)")
China International Capital Corporation Limited
2025-0-1-00-00-1
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