Beijing Tianyuan law firm
About Zhejiang Double Arrow Rubber Co.Ltd(002381)
Public issuance of A-share convertible corporate bonds
Supplementary legal opinion (I)
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 (I)
Jtcgbz (2021) No. 021-2 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, On May 6, 2021, 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") and the lawyer's work report of Beijing Tianyuan law firm on Zhejiang Double Arrow Rubber Co.Ltd(002381) were issued Legal opinions on public issuance of A-share convertible corporate bonds (hereinafter referred to as "legal opinions").
In accordance with the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the "feedback") No. 211112 issued by the China Securities Regulatory Commission on May 24, 2021, We need to verify and reply to the relevant legal issues in the feedback and issue the 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 "this supplementary legal opinion").
The contents not covered in this supplementary legal opinion shall be subject to the legal opinion and lawyer work report, and the statements and interpretations of our lawyers in the legal opinion shall 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 meaning as those in the legal opinion and lawyer work report. In case of any inconsistency between the legal opinion and lawyer work report 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. question 1 of the feedback: 4 II. Question 2 of the feedback: 7 III. question 3 of the feedback: 9 IV. question 4 of the feedback: 10 v. question 5 of the feedback: 14 VI. question 6 of the feedback: 19 VII. Question 13 of the feedback: twenty-one
Text
1、 Question 1 of the feedback:
The applicant is requested to supplement and disclose whether the convertible bond issuance plan complies with the convertible corporate bonds
Measures for the administration of securities and other relevant provisions. The recommendation institution and lawyers are invited to give verification opinions.
reply:
The lawyers of the exchange consulted the "on corporate development" approved by the issuer's 2020 annual general meeting of shareholders
The proposal on the A-share convertible corporate bond scheme, the publicly disclosed prospectus and other documents shall be issued one by one
Article compared with the provisions of the measures for the administration of convertible corporate 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 are 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
Public centralized transaction transfer. This release is to unspecified objects
1. Where a listed company issues convertible bonds to specific objects to convert into shares, the convertible bonds issued by the listed company are not applicable. Inapplicable shares shall not be transferred within 18 months from the date of the end 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; The convertible corporate bonds have not been issued yet
2 (II) due to share allotment, additional issuance, share distribution, dividend distribution, division, capital reduction and issuance. It does not apply to changes in the issuer's shares caused by other reasons, and the conversion price needs to be adjusted,
Or revise the terms downward according to 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
With the above consent, the shareholders holding the issuer's convertible bonds shall withdraw;
(II) the revised share conversion price shall not be lower than that in the preceding paragraph, and the revised scheme shall be adopted
The shares of the issuer shall be delivered 20 trading days before the date of the general meeting of shareholders
The average price is one day before trading.
Article 11 the prospectus may stipulate redemption terms and provide for issuance
The pedestrian can redeem the shares that have not been converted according to the conditions and prices agreed in advance. The redemption terms and resale have been agreed
6. Convertible bonds. In the prospectus, the resale terms can be agreed in the prospectus, which stipulates that the holders of convertible bonds are exposed, which is in line with the provisions.
The convertible bonds held may be resold to the issuer according to the conditions and prices agreed in advance
Pedestrians. The prospectus shall stipulate that the issuer shall change the raised funds
The holders of convertible bonds shall be given the right of one-time resale.
Article 12 when the issuer decides whether to exercise the redemption right or reverse transfer, it has been clearly carried out in the redemption terms
When the price of 7 shares is adjusted or revised, it shall abide by the original agreement of good faith and be true in the prospectus. It shall not mislead investors or damage the legitimate rights and interests of investors. Disclosure, compliance with regulations.
The sponsor shall supervise the above behaviors during the continuous supervision period.
Article 13 during the duration of convertible bonds, the issuer shall continue to close the bonds, which have been clearly carried out in the redemption terms
8 note: whether the redemption conditions are met, and if it is expected that the redemption conditions may be met, it has been agreed, and in the prospectus, it should be disclosed to the public in time five trading days before the redemption conditions are met, which is in line with the provisions.
The market is full of risks.
Article 14 the issuer shall make a timely payment after the redemption conditions are met
Lu, clearly state whether to exercise the redemption right.
If the issuer decides to exercise the redemption right, it shall disclose the redemption announcement and specify
Confirm the redemption period, procedure, price and other contents, and settle them during the redemption period
Announcement of redemption results after the end of the period. It has been specified in the redemption terms
