Beijing Tianyuan law firm
About Zhejiang Double Arrow Rubber Co.Ltd(002381)
Public issuance of A-share convertible corporate bonds
Supplementary legal opinions (II)
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 opinions (II)
Jtcgbz (2021) No. 021-3 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") and jtcgbz (2021) No. 021-2 supplementary legal opinion of Beijing Tianyuan law firm 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)"). According to the requirements of the letter on the preparation for the Zhejiang Double Arrow Rubber Co.Ltd(002381) public offering of convertible bonds issuance and examination committee meeting (hereinafter referred to as the "preparation letter for the issuance and examination committee meeting") issued by the issuance and supervision department of the China Securities Regulatory Commission on July 13, 2021, We need to verify and reply to the relevant legal issues in the preparation letter for the meeting of the development and Examination Commission, and issue the supplementary legal opinion (II) of Beijing Tianyuan law firm on the public offering 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 and supplementary legal opinion (I). The statements and interpretation 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 the lawyer's work report, legal opinion and supplementary legal opinion (I). In case of any inconsistency between the lawyer's work report, legal opinion and supplementary legal opinion (I) 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.
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1、 Question 1 of the preparation letter for the IEC meeting:
On July 13, 2018, the company's extraordinary general meeting deliberated and approved the proposal on share repurchase plan of the company. As of April 23, 2019, the company has repurchased 16927736 shares of the company through centralized bidding, accounting for 3.9505% of the total share capital. On April 24, 2019, the company convened the board of directors to review and approve the proposal on reducing the registered capital of the company and amending the articles of association. After canceling the repurchased shares, the total share capital of the company was changed from 428500000 shares to 411572264 shares.
Please explain: (1) the reasons, implementation process and results of the company's repurchase and cancellation of shares; (2) From April 13, 2018 to April 24, 2019, the changes of the company's share price, the reduction of holdings and profits of the company's top ten shareholders, and whether the company has equity incentive, reduction of holdings of major shareholders, mergers and acquisitions and other capital operations during this period; (3) Combined with the above facts, whether the applicant's repurchase behavior has other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests. The sponsor and the applicant's lawyer shall explain the verification process, basis and verification opinions.
reply:
(I) reasons, implementation process and results of the company's repurchase and cancellation of shares
1. Reasons for repurchase and cancellation of shares
According to the lawyer's inquiry of the company's relevant announcement documents and the interview with the relevant person in charge of the company, the reason for the company's share repurchase and cancellation is based on the confidence in the future development of the company. In order to enhance the investors' investment confidence in the company and safeguard the interests of the majority of investors, the share repurchase was launched in June 2018.
2. Implementation process of share repurchase and cancellation
According to the company's industrial and commercial background files, relevant announcement documents and the resolution materials of the company's general meeting of shareholders and the board of directors, the implementation process of the company is as follows:
(1) On June 26, 2018, the company held the 11th meeting of the 6th board of directors, deliberated and passed the proposal on the plan for repurchasing the company's shares, the proposal on submitting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the repurchase, and the proposal on convening the first extraordinary general meeting of shareholders in 2018, It is agreed that the company will use its own funds of no more than 200 million yuan and no less than 100 million yuan to repurchase part of the company's public shares by means of centralized bidding transaction for cancellation, and the repurchase price shall not exceed 8.00 yuan / share, The implementation period of share repurchase shall not exceed 12 months from the date when the shareholders' meeting deliberates and approves the share repurchase plan (i.e. from July 13, 2018 to July 12, 2019).
The independent directors of the company have expressed independent opinions on the repurchase of shares, and believe that the repurchase of shares of the company is legal, compliant, necessary and feasible, in line with the interests of the company and all shareholders, and there is no damage to the legitimate rights and interests of shareholders.
(2) On July 13, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on the plan for share repurchase of the company and the proposal on submitting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to this repurchase.
(3) On July 14, 2018, the company issued the notice of creditors on share repurchase, In accordance with the provisions of the company law of the people's Republic of China, the measures for the administration of repurchase of public shares by listed companies (for Trial Implementation), the supplementary provisions on repurchase of shares by listed companies through centralized bidding transaction, and the business guidelines for repurchase of shares by Listed Companies in Shenzhen stock exchange through centralized bidding, and other relevant laws and regulations, The company shall perform the obligation of creditor notification for this repurchase.
(4) From July 31, 2018 to April 24, 2019, the Company repurchased 16927736 shares through centralized bidding, accounting for 3.95% of the total share capital of the company before the implementation of the share repurchase scheme. The maximum transaction price was 7.20 yuan / share, the minimum transaction price was 6.02 yuan / share, and the total transaction amount was 112604847.48 yuan (excluding transaction costs). The company has completed the repurchase according to the disclosed repurchase plan. The shares repurchased this time meet the requirements of the company's share repurchase plan and relevant laws and regulations, and the implementation of the share repurchase plan is completed.
(5) On April 24, 2019, the company held the 15th meeting of the 6th board of directors, deliberated and adopted the proposal on early expiration of the term of share repurchase and cancellation of shares in the special account for share repurchase. The company plans to cancel 16927736 shares in the special repurchase account. After the cancellation of this repurchase, the total share capital of the company will be reduced from 428500000 shares to 411572264 shares, and the registered capital will be reduced from 428500000 yuan to 411572264 yuan. (6) On April 25, 2019, the company issued the notice of creditors on repurchasing and canceling shares and capital reduction announcement of Zhejiang Double Arrow Rubber Co.Ltd(002381) . Because the cancellation of shares in the special account for repurchasing will involve the reduction of the company's registered capital, the company needs to perform the obligation of notification to creditors in accordance with the company law of the people's Republic of China and other relevant laws and regulations.
(7) On May 8, 2019, the company completed the cancellation procedures of the above 16927736 repurchased shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the cancellation quantity, completion date and cancellation period all meet the relevant requirements of laws and regulations on repurchased shares.
(8) On June 26, 2019, the company completed the industrial and commercial registration procedures related to the reduction of registered capital and obtained the business license renewed by Zhejiang market supervision administration. After the completion of this industrial and commercial change, the registered capital of the company was changed from 428500000 yuan to 411572264 yuan, and other registered items were not changed. 3. Results of share repurchase and cancellation
According to the industrial and commercial registration materials provided by the company and the relevant announcement documents verified by our lawyers, the company has repurchased 16927736 shares in total. After the cancellation of the above shares and the completion of relevant industrial and commercial change registration, the total share capital of the company has been reduced from 428500000 shares to 411572264 shares, the registered capital has been reduced from 428500000 yuan to 411572264 yuan, and the earnings per share have been increased accordingly.
To sum up, our lawyers believe that the reason for the repurchase and cancellation of shares is based on the confidence in the future development of the company. In order to enhance investors' investment confidence in the company and safeguard the interests of investors, the company launched the share repurchase in June 2018; The implementation process of the repurchase and cancellation of shares of the company strictly complies with the company law of the people's Republic of China, the opinions on supporting the repurchase of shares by listed companies, the administrative measures for the repurchase of social public shares by listed companies (for Trial Implementation), the supplementary provisions on the repurchase of shares by listed companies through centralized bidding transactions, and The detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange and other relevant laws and regulations have fulfilled the corresponding obligation of information disclosure, and the repurchase cancellation procedures are legal and compliant; After the cancellation of this repurchase, the total share capital of the company was reduced from 428500000 shares to 411572264 shares, the registered capital was reduced from 428500000 yuan to 411572264 yuan, and the earnings per share increased accordingly.
(II) changes in the company's share price from April 13, 2018 to April 24, 2019, reduction of holdings and profits of the company's top ten shareholders, and whether the company has any capital operation behaviors such as equity incentive, reduction of holdings of major shareholders, merger and reorganization during this period
1. Changes in share price
According to the share price change statement provided by the company and verified by our lawyers through public information, April 2018
From April 13 to April 24, 2019, the fluctuation of the company's share price and the market change of Shenzhen Composite Index in the same period are as follows:
As shown in the following figure:
Source: wind information
It can be seen from the above figure that the company's share price is relatively stable from April 2018 to February 2019
From February to April, the overall fluctuation upward trend was shown, but these upward trends were consistent with the changes of Shenzhen Composite Index in the same period
The trend is consistent. The company does not use share repurchase and cancellation to maliciously manipulate the stock price or damage the legitimate rights of investors
And social and public interests.
2. Holdings reduction and profits of the top ten shareholders
According to the detailed list of share reduction and other relevant materials provided by the company and verified by our lawyers, April 2018
The top ten shareholders of the company on April 13 and their positions from April 13, 2018 to April 30, 2019
The changes in the number of shares held and profits on the day are shown in the table below:
Unit: shares, 10000 yuan
No. shareholder name April 13, 2018 April 30, 2019 number of shares held profit amount number of shares held proportion of shares held proportion of shares
1 Shen Gengliang 86110293 20.10%-
