Beijing Tianyuan law firm
About Zhejiang Double Arrow Rubber Co.Ltd(002381)
Public issuance of A-share convertible corporate bonds
Supplementary legal opinion (III)
Beijing Tianyuan law firm
601099, West Hutong building, Fengsheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Zhejiang Double Arrow Rubber Co.Ltd(002381)
Public issuance of A-share convertible corporate bonds
Supplementary legal opinion (III)
Jtcgbz (2021) No. 021-4 to: Zhejiang Double Arrow Rubber Co.Ltd(002381)
According to the legal service agreement signed between Zhejiang Double Arrow Rubber Co.Ltd(002381) (hereinafter referred to as " Zhejiang Double Arrow Rubber Co.Ltd(002381) " or "the company") and Beijing Tianyuan law firm (hereinafter referred to as "the exchange"), the exchange is entrusted to act as the special legal adviser for Zhejiang Double Arrow Rubber Co.Ltd(002381) this public offering of A-share convertible corporate bonds.
With regard to the issuer's application for this public offering of A-share convertible corporate bonds, the exchange, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance of listed companies Relevant laws, regulations and normative documents such as the rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance, and the measures for the administration of law firms engaging in securities legal business, as well as other relevant provisions of the CSRC, Issued the lawyer's work report of Beijing Tianyuan law firm on Zhejiang Double Arrow Rubber Co.Ltd(002381) public offering of A-share convertible corporate bonds (hereinafter referred to as the "lawyer's work report") jtcgbz (2021) No. 021-1 Jtcgbz (2021) No. 021 legal opinion of Beijing Tianyuan law firm on Zhejiang Double Arrow Rubber Co.Ltd(002381) public offering of A-share convertible corporate bonds (hereinafter referred to as "legal opinion") Jtcgbz (2021) No. 021-2 "Beijing Tianyuan law firm's supplementary legal opinion on Zhejiang Double Arrow Rubber Co.Ltd(002381) public offering of A-share convertible corporate bonds (I)" (hereinafter referred to as "supplementary legal opinion (I)") and jtcgbz (2021) No. 021-3 "Beijing Tianyuan law firm's supplementary legal opinion on Zhejiang Double Arrow Rubber Co.Ltd(002381) " Supplementary legal opinions on public issuance of A-share convertible corporate bonds (II) (hereinafter referred to as "supplementary legal opinions (II)").
In view of the changes in the reporting period of the issuer's issuance (the reporting period is changed from January 1, 2018 to June 30, 2021), and the legal opinions expressed in the original lawyer's documents are based on the issuer's financial data as of December 31, 2020 and the facts that have occurred or existed before its issuance date, this
The lawyer of the firm conducted supplementary verification on the new events of the issuer during the period from January 1, 2021 to June 30, 2021 (hereinafter referred to as the "new period") and issued the supplementary legal opinion (III) of Beijing Tianyuan law firm on Zhejiang Double Arrow Rubber Co.Ltd(002381) public issuance of A-share convertible corporate bonds (hereinafter referred to as the "supplementary legal opinion").
The contents not covered in this supplementary legal opinion shall be subject to the lawyer's work report, legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II). The statements and interpretations of our lawyers in the legal opinion shall also continue to apply to this supplementary legal opinion. Unless otherwise specified, the definitions and abbreviations of terms in this supplementary legal opinion have the same meanings as those in lawyer work report, legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II), In case of any inconsistency between the lawyer work report, legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and this supplementary legal opinion, this supplementary legal opinion shall prevail.
The exchange agrees to take this supplementary legal opinion as the necessary legal document for the company's public offering of A-share convertible corporate bonds, report it together with other materials, and bear corresponding legal liabilities according to law. This supplementary legal opinion is only used by the company for the purpose of this public offering of A-share convertible corporate bonds, and shall not be used by anyone for any other purpose. The lawyers of the firm issue this supplementary legal opinion after fully verifying and verifying the authenticity, accuracy and completeness of the contents of the documents on which this supplementary legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
catalogue
Text 4 I. approval and authorization of this issuance 4 II. Substantive conditions of this offering 4 III. Major Shareholders and actual controllers of the issuer 7 IV. business of the issuer 8 v. related party transactions and horizontal competition 9 VI. main property of the issuer 13 VII. Major creditor's rights and debts of the issuer VIII. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 18 IX. tax of the issuer 18 X. environmental protection, product quality, technology and other standards of the issuer 19 Xi. Application of funds raised by the issuer 19 XII. Litigation, arbitration or administrative punishment of the issuer 19 XIII. General concluding comments on this issuance of Securities twenty
Text
1、 Approval and authorization of this offering
According to the resolution documents of the board of Directors provided by the issuer and the relevant announcements consulted by our lawyers, the issuer
The 10th meeting of the 7th board of directors was held on June 20, 2021, which deliberated and adopted the
Proposal on Issuing A-share convertible corporate bonds, proposal on public issuance of A-share convertible companies
Proposal on bond plan (Second Revision), proposal on public issuance of A-share convertible corporate bonds
Proposal on the feasibility analysis report on the use of raised funds > (Revised Version), proposal on the feasibility of the company's public offering of a shares
Discussion on diluting the immediate return of convertible corporate bonds, taking filling measures and commitments of relevant entities (Second Revised Draft)
Proposal on the company's rules for the meeting of bondholders of convertible companies (Revised Version), etc
Proposals related to this issue. This amendment is authorized by the board of directors in accordance with the company's 2020 annual general meeting of shareholders, and
The amendments made in combination with the current regulatory policies and the actual situation of the company have been authorized by the general meeting of shareholders to the board of directors
Relevant proposals need not be submitted to the general meeting of shareholders for deliberation.
As of the date of issuance of this supplementary legal opinion, in addition to the above circumstances, the issuer's approval and authorization of this issuance
There is no change in rights.
2、 Substantive conditions of this offering
After verification by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer's issuance still complies with the certificate
The substantive conditions for the public issuance of convertible corporate bonds stipulated in the securities law and the measures for the administration of issuance shall be excluded
In addition, our lawyers compared the measures for the administration of convertible corporate bonds article by article on the issuance plan of convertible bonds,
The issuer's issuance plan of this convertible bond complies with the relevant provisions of the measures for the administration of convertible corporate bonds
The situation is as follows:
S / N: whether the listing of this issuance plan complies with the provisions of the measures for the administration of convertible corporate bonds
Article 4 the convertible bonds issued by the issuer to specific objects shall not be used
1. Transfer by public centralized transaction. This issuance is not applicable to the convertible bonds issued by listed companies to specific objects, and the convertible bonds issued by the listed companies are not applicable.
The shares shall not be transferred within 18 months from the date of completion of the issuance of convertible bonds
Give Way.
Article 7 the occurrence of may have a greater impact on the transaction transfer price of convertible bonds
When investors have not been informed of major events with great impact, the issuer shall
Immediately report the information about the major event to the CSRC and the CSRC
The securities trading place shall submit an interim report and make an announcement to explain the circumstances of the event
Causes, current status and possible legal consequences.
The major events mentioned in the preceding paragraph include:
(I) paragraph 2 of Article 80 and paragraph 2 of Article 81 of the Securities Law
Major events specified in clause;
(II) due to share allotment, additional issuance, share distribution, dividend distribution, division, capital reduction and
2. If the issuer's shares change due to other reasons, the conversion price needs to be adjusted. The convertible corporate bonds are not applicable for the time being, or they are issued according to the downward correction terms of the conversion price agreed in the prospectus.
Revise the conversion price;
(III) conditions for the issuer to trigger the redemption
Fixed redemption or non redemption;
(IV) the cumulative amount of convertible bonds converted into shares has reached the opening amount of convertible bonds
10% of the total issued shares of the company before the initial conversion;
(V) the total amount of unconverted convertible bonds is less than 30 million yuan;
(VI) major changes in assets, major lawsuits
Merger, division, etc;
(VII) other matters prescribed by the CSRC.
Article 8 the current issuance of convertible bonds shall be completed in accordance with the issuance plan no less than six months from the date of completion of the issuance
Can be converted into the company's shares, and the conversion period shall be issued from the convertible bonds by the company according to the convertible bonds and the convertible bonds conversion period
3. The duration of the company and the financial status of the company shall be determined. At the end of six months from the closing date of the bank, the holders of convertible bonds have the option to convert shares or not, and from the first trading day of the transfer to the convertible bond
The next day after the issuance of shares becomes the shareholder of the issuer. Until the maturity date of corporate bonds, in line with
regulations.
According to the issuance plan, the
The initial conversion price of convertible bonds is not
Lower than before the announcement date of the prospectus
20 trading days company stock delivery
Article 9 the average price of convertible bonds issued by a listed company to unspecified objects (if within the 20 trading days)
The price shall not be lower than the ex right and ex interest quotation occurred within 20 trading days before the announcement date of the prospectus
If the average trading price of the issuer's shares is the same as the average price of the previous trading day, and the share price cannot be adjusted, it shall be adjusted
4 upward correction. The average trading price on the whole trading day is the conversion price of convertible bonds issued by the listed company to specific objects, which shall not be adjusted after corresponding ex right and ex interest adjustments
Lower than the price of the issuer's shares 20 trading days before the issuance of the invitation to subscribe (calculated by the price of the issuer's shares) and the previous trading day
Easy average price and the average price of the previous trading day, and shall not be revised downward. Daily average trading price of the company's shares, specific
The initial conversion price shall be determined by the general meeting of shareholders
Authorize the board of directors to
According to market conditions and company specific
Situation and sponsor (lead underwriter)
It is determined through negotiation and meets the requirements.
Article 10 the prospectus shall stipulate the principle of adjusting the conversion price
And method.
After issuing convertible bonds, due to share allotment, additional issuance, share distribution, dividend distribution, division
If the issuer's shares are changed due to capital reduction or other reasons, it shall also
Adjust the conversion price. The determination of the conversion price has been agreed
Downward revision and adjustment of conversion price and downward revision of conversion price agreed in the prospectus of convertible bonds of listed companies
5. The following provisions shall be agreed at the same time: the positive terms and procedures, and in the statement that the offer is (I) the conversion price correction plan shall be disclosed in the statement submitted to the general meeting of shareholders of the issuer, which is in line with the provisions.
And shall be approved by two-thirds of the voting rights held by the shareholders attending the meeting
