Guojin Securities Co., Ltd.’s verification opinion on Shanghai Runda Medical Technology Co., Ltd.’s failure to redeem “Runda Convertible Bonds” in advance
China International Finance Securities Co., Ltd.
About Shanghai Runda Medical Technology Co., Ltd.
Verification opinion on not redeeming "Runda Convertible Bonds" in advance
Sinolink Securities Co., Ltd. (hereinafter referred to as the "Sponsor"), as the sponsor of the public issuance of convertible corporate bonds by Shanghai Runda Medical Technology Co., Ltd. (hereinafter referred to as "Runda Medical" and the "Company"), has conducted a careful and prudent review of Runda Medical's failure to redeem the "Runda Convertible Bonds" in advance in accordance with the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", the "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 12 - Convertible Corporate Bonds" and other relevant regulations. The details of the verification are as follows:
1. Basic situation of issuance and listing of convertible bonds
(1) As approved by the China Securities Regulatory Commission’s Securities Regulatory Commission [2020] No. 586, Shanghai Runda Medical Technology Co., Ltd. publicly issued 5,500,000 (550,000 lots) convertible corporate bonds on June 17, 2020, with a face value of 100 yuan each, and a total issuance of 550 million yuan. The issuance period is 6 years, and the coupon rates are: first year 0.3%, 0.6% in the second year, 1.0% in the third year, 1.5% in the fourth year, 1.8% in the fifth year, and 2.0% in the sixth year.
(2) With the approval of the Shanghai Stock Exchange’s “[2020] No. 185” self-regulatory decision, the company’s 550 million yuan convertible corporate bonds will be listed and traded on the Shanghai Stock Exchange starting from July 13, 2020. The bond’s abbreviation is “Runda Convertible Bonds” and the bond code is “113588”.
(3) According to relevant regulations and the "Prospectus for the Public Issuance of Convertible Corporate Bonds by Shanghai Runda Medical Technology Co., Ltd." (hereinafter referred to as the "Convertible Bonds Prospectus"), the "Runda Convertible Bonds" issued by the company can be converted into company shares starting from December 23, 2020, with an initial conversion price of 13.36 yuan per share.
Due to the company's implementation of profit distribution in 2020, the conversion price has been adjusted to 13.25 yuan/share starting from July 16, 2021. For details, please refer to the "Announcement on Adjusting the Conversion Price of "Runda Convertible Bonds" According to the Implementation of the Equity Distribution in 2020" disclosed by the company on July 9, 2021 (Announcement Number: Lin 2021-039).
Due to the company's implementation of profit distribution in 2022, the conversion price will be adjusted to 13.10 yuan/share starting from July 18, 2023. For details, please refer to the "Announcement on Adjusting the Conversion Price of "Runda Convertible Bonds" Correspondingly to the Implementation of the Equity Distribution in 2022" disclosed by the company on July 11, 2023 (Announcement Number: Lin 2023-065).
Due to the company's implementation of profit distribution in 2023, the conversion price will be adjusted to 13.00 yuan/share starting from July 19, 2024. For details, please refer to the "Announcement on the Implementation of the Equity Distribution in 2023 and the Corresponding Adjustment of the Conversion Price of "Runda Convertible Bonds" disclosed by the company on July 12, 2024 (Announcement No.: Lin 2024-036).
Due to the company's implementation of profit distribution in 2024, the conversion price will be adjusted to 12.97 yuan/share starting from July 18, 2025. For details, please refer to the "Announcement on the Implementation of the Equity Distribution in 2024 and the Corresponding Adjustment of the Conversion Price of "Runda Convertible Bonds" disclosed by the company on July 11, 2025 (Announcement No.: Lin 2025-036).
2. Convertible bond redemption terms and triggering situations
(1) Conditional redemption terms
According to the company's "Convertible Bond Prospectus", during the conversion period of the convertible corporate bonds issued this time, if the closing price of the company's A shares on at least fifteen trading days out of thirty consecutive trading days is not less than 130% (inclusive) of the current conversion price, or the unconverted balance of the convertible corporate bonds issued this time is less than RMB 3,000 Ten thousand yuan, the company has the right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the price of the bond's face value plus current accrued interest.
The calculation formula for current accrued interest is: IA=B×i×t/365
IA: refers to the current accrued interest;
B: refers to the total par amount of the convertible corporate bonds held by the holders of the convertible corporate bonds issued this time; i: refers to the applicable coupon rate of the convertible corporate bonds in the current year;
t: refers to the number of interest accrual days, that is, the actual number of calendar days from the last interest payment date to the redemption date of this interest accrual year (the beginning is not counted).
If the conversion price is adjusted within the aforementioned thirty trading days, the calculation will be based on the conversion price and closing price before the adjustment on the trading day before the adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment.
(2) Triggering of conditional redemption clause
From August 25, 2025 to September 17, 2025, the closing price of the company's stock has been no less than 130% (inclusive) of the current conversion price for at least fifteen of the thirty consecutive trading days, triggering the conditional redemption clause of the "Runda Convertible Bonds".
3. Reasons and review procedures for not early redemption this time
On September 17, 2025, the 25th meeting of the company's fifth board of directors reviewed and approved the "Proposal on Not Redeeming "Runda Convertible Bonds" in Advance" with 11 votes in favor, 0 votes against, and 0 abstentions. Taking into account the current expenditure arrangements for the company's relevant funds, and combined with the current market conditions, in order to protect the interests of investors, the company's board of directors decided not to exercise the early redemption rights of "Runda Convertible Bonds" this time, and not to redeem the "Runda Convertible Bonds" in advance, and within the next three months (i.e., September 18, 2025 to December 17, 2025), if the company triggers the redemption clause of "Runda Convertible Bonds", it will not exercise the early redemption rights of "Runda Convertible Bonds". Starting from the first trading day after December 17, 2025, if the "Runda Convertible Bonds" trigger the redemption clause again, the company's board of directors will convene another meeting to decide whether to exercise the early redemption right of the "Runda Convertible Bonds".
4. Transactions of convertible bonds by relevant entities
The company's actual controller, controlling shareholder, shareholders holding more than 5% of the shares, directors and senior managers did not hold "Runda Convertible Bonds" in the six months before the redemption conditions of the "Runda Convertible Bonds" were met, and they have no plans to reduce their holdings of "Runda Convertible Bonds" in the next six months.
5. Verification opinions of the sponsor
After verification, this sponsor believes that Runda Medical’s decision not to redeem the “Runda Convertible Bonds” in advance this time has been reviewed by the company’s board of directors, has fulfilled the necessary decision-making procedures, and complies with the requirements of the “Measures for the Administration of Sponsorship Business for Securities Issuance and Listing”, the “Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 12 - Convertible Corporate Bonds” and other relevant laws and regulations. The sponsor institution has no objection to Runda Medical not redeeming the "Runda Convertible Bonds" in advance this time.
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(This page has no text, but is the stamped page of “Sinolink Securities Co., Ltd.’s Verification Opinions on Shanghai Runda Medical Technology Co., Ltd.’s Not Redeeming the “Runda Convertible Bonds” in Advance”)
Sponsor representative (signature):
Zhang Sheng Hu Linyang
China International Finance Securities Co., Ltd.
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