Jiangsu century Tongren law firm
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About Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Early redemption of convertible corporate bonds
Legal opinion
Jiangsu century Tongren law firm
Nanjing, China
Jiangsu century Tongren law firm about
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Early redemption of convertible corporate bonds
Legal opinion
To: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Jiangsu century Tongren law firm (hereinafter referred to as "the firm") accepts the entrustment of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as "the company" or " Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) "). According to the securities law of the people's Republic of China (hereinafter referred to as "the securities law") and the company law of the people's Republic of China (hereinafter referred to as "the company law") The measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures"), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the "Listing Rules"), the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (Revised in 2018) (hereinafter referred to as the "detailed rules") and other relevant laws Regulations and normative documents, the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the "prospectus"), and the measures for the administration of securities legal business by law firms jointly issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Ministry of justice This legal opinion is issued on the early redemption of the company's convertible corporate bonds (hereinafter referred to as "this redemption") in accordance with the relevant provisions of the securities legal business practice rules of law firms (for Trial Implementation) and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, the office and the handling lawyer hereby make the following statement:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company to issue this legal opinion.
2. The documents and materials provided by the company to the exchange are true, accurate, complete and effective, without concealment, false records, misleading statements or major omissions. All signatures and seals on the documents are true, and if the documents and materials are copies or copies, they are consistent or consistent with the original.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by the relevant government, company or other relevant units to issue legal opinions.
4. This legal opinion is only used by the company for the purpose of this redemption and shall not be used for any other purpose. 5. The office and the handling lawyer agree to take this legal opinion as the necessary legal document for this redemption, report it together with other materials, and bear corresponding legal liabilities.
The legal opinions are as follows:
1、 Listing of convertible corporate bonds of the company
(I) approval and authorization of the company's public issuance of convertible corporate bonds
The company held the 2018 annual general meeting of shareholders on May 20, 2019, considered and passed the resolution on applying for public issuance and listing of convertible corporate bonds, and authorized the board of directors to handle matters related to public issuance and listing of convertible corporate bonds.
(II) approval of CSRC
On November 28, 2019, the CSRC issued the reply on approving Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) public issuance of convertible corporate bonds (zjxk [2019] No. 2576), approving the issuer to publicly issue convertible corporate bonds with a total face value of 520 million yuan for a period of 6 years.
(III) issuance and listing
On January 3, 2020, the company publicly issued 5.2 million convertible corporate bonds with a face value of 100 yuan each and a total issuance amount of 520 million yuan.
With the consent of "SZS [2020] No. 39" document of Shenzhen Stock Exchange, the company's 520 million yuan convertible corporate bonds have been listed and traded in Shenzhen Stock Exchange since January 21, 2020. The bonds are referred to as "Baichuan convertible bonds", the bond code is "128093", and the duration is 6 years.
2、 Matters related to this redemption
(I) according to Article 31 of the implementation rules, when the redemption conditions agreed in the prospectus are met during the duration of convertible corporate bonds, the issuer may exercise the redemption right to redeem all or part of the convertible corporate bonds that have not been converted into shares at the agreed price.
(II) according to the agreement of "conditional redemption clause" in item 11 (2) of Article 2 (II) of section II of the prospectus:
"During the share conversion period, when any of the following two situations occurs, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest of the current period: 1) during the share conversion period, if the closing price of the company's shares on at least 20 trading days in any thirty consecutive trading days is not less than 130% (including 130%) of the current share conversion price ； If the conversion price has been adjusted within the above trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment; 2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan. "
(III) the initial conversion price of the company's convertible bonds is 6.00 yuan / share. The company adjusts the conversion price successively due to the distribution of stock dividends, conversion to share capital, issuance of new shares or allotment of shares, distribution of cash dividends, etc. (excluding the increased share capital due to the conversion of convertible bonds into shares). At present, the conversion price is 5.77 yuan / share.
The closing price of the company's shares (hereinafter referred to as: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) , code: 002455) for 20 consecutive 30 trading days from January 4, 2022 to February 7, 2022 shall not be lower than 130% (i.e. 7.50 yuan / share) of the current conversion price of 5.77 yuan / share of "Baichuan convertible bonds", The conditional redemption terms agreed in the company's Prospectus have been triggered (i.e. the conditions that the closing price of the company's A-share stock for at least 20 consecutive trading days in the convertible bond conversion period of this issuance is not lower than 130% (including 130%) of the current conversion price).
Based on the above, after verification, our lawyers believe that the company's convertible corporate bonds have met the redemption conditions stipulated in Article 31 of the implementation rules and the prospectus.
3、 Approval of this redemption
On February 7, 2022, the company held the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors, deliberated and adopted the proposal on early redemption of "Baichuan convertible bonds", and agreed to exercise the conditional redemption right of "Baichuan convertible bonds", Redeem all the "Baichuan convertible bonds" registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the redemption registration date at the price of the par value of the bonds plus the accrued interest of the current period.
Based on the above, the lawyer of the firm believes that the redemption has been approved by the board of directors of the company after verification, which is in line with the provisions of Article 32 of the implementation rules that the company needs to obtain the deliberation and approval of the board of directors to exercise the redemption right. However, the company still needs to announce the deliberation and approval of the board of directors on this redemption in accordance with the provisions of the implementation rules, and shall issue a redemption reminder announcement at least once every five trading days after meeting the redemption conditions. The redemption announcement shall specify the redemption conditions, procedures, price, payment method, starting and ending time, etc.
4、 Concluding observations
(I) if the conditional redemption terms agreed in the Prospectus have been met, the company can redeem all or part of the convertible corporate bonds of the convertible bondholders in accordance with the provisions and agreements of the implementation rules and the prospectus;
(II) the redemption of convertible corporate bonds of the company complies with the provisions and agreements of relevant laws and regulations and the prospectus;
(III) the company still needs to perform the announcement of redemption in accordance with relevant laws, regulations and normative documents. This legal opinion is made in triplicate.
(no text below)
(this page is the signature page of Jiangsu century Tongren law firm's legal opinion on early redemption of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) convertible corporate bonds)
Handling lawyer of Jiangsu century Tongren law firm:
Person in charge Wu Pucheng kuiying
Zhang Ruoyu
February 7, 2022
