About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Supplementary legal opinion (II)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11&12F., Taiping finance tower, 6001 Yitian Road, Futian, Shenzhen, China Tel. (0755) 8826 5288 fax.: (0755) 8826 5537
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Supplementary legal opinion (II)
Xinda Zaiyi Zi [2021] No. 001-2 to: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Guangdong Xinda law firm (hereinafter referred to as "Xinda") has accepted the entrustment of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) (hereinafter referred to as "the issuer") to provide special legal advisory services for the issuer's public issuance of convertible corporate bonds, and has issued the lawyer's work report on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (hereinafter referred to as "the original lawyer's work report") The legal opinion on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (hereinafter referred to as the "original legal opinion"), and checked the matters that may affect the original lawyer's work report and the original legal opinion in the issuer's business operation after the issuance of the original lawyer's work report and the original legal opinion, And issue the supplementary legal opinion (I) (hereinafter referred to as "supplementary legal opinion (I)").
Now, lawyer Xinda has checked the approval and arrangement of the issuer's raised investment project after the issuance of the supplementary legal opinion (I), and issued this supplementary legal opinion (II).
Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted supplementary verification and verification on the legitimacy, authenticity and accuracy of the issuer's relevant business activities and the issuance application, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion (II). This supplementary legal opinion (II) must be used together with the original lawyer work report, the original legal opinion and the supplementary legal opinion (I). The contents of the original lawyer work report, the original legal opinion and the supplementary legal opinion (I) that have not been modified by this supplementary legal opinion (II) are still valid. The matters stated by Xinda lawyer in the original lawyer work report, the original legal opinion and the supplementary legal opinion (I) and the abbreviations used are still applicable to this supplementary legal opinion (II).
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1、 Legal opinions on changes in relevant matters of the issuer 1 Approval and authorization of this issuance 1.1 Approval of the board of directors of the issuer
On October 16, 2021, the 16th board of directors considered and adopted the following proposals: Proposal on adjusting the scheme for public issuance of convertible corporate bonds, contents of the adjusted scheme
As follows:
(I) types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the Shenzhen Stock Exchange.
(II) issuance scale
According to relevant laws and regulations and in combination with the company's financial situation and investment plan, the total amount of funds to be raised from the public offering of convertible corporate bonds is no more than RMB 577 million (including RMB 577 million). The specific issuance scale shall be submitted to the general meeting of shareholders of the company to authorize the board of directors or persons authorized by the board of directors to determine within the above limit.
(III) bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
(IV) face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
(V) coupon rate
The coupon rate of convertible corporate bonds issued this time shall be submitted to the general meeting of shareholders of the company to authorize the board of directors or the authorized person of the board of directors to negotiate and determine with the sponsor and lead underwriter according to national policies, market conditions and specific conditions of the company.
(VI) term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
1. Annual interest calculation
The interest in the interest bearing year (hereinafter referred to as "annual interest") refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds. The calculation formula of annual interest is:
I=B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor's rights registration in the interest bearing year (hereinafter referred to as "current year" or "each year");
i: Refers to the coupon rate of convertible corporate bonds in the current year.
2. Interest payment method
(1) The interest payment method of convertible corporate bonds is once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds. The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders of convertible corporate bonds.
(2) Interest payment date: the interest payment date of each year is the date of each full year from the first date of issuance of convertible corporate bonds. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
(3) Interest payment creditor's right registration date: the interest payment creditor's right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For convertible corporate bonds that apply for conversion into shares before the registration date of interest paying creditor's rights (including the registration date of interest paying creditor's rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
(VII) term of share conversion
The conversion period of convertible corporate bonds issued this time starts from the first trading day after the expiration of six months from the date of issuance of convertible corporate bonds to the maturity date of convertible corporate bonds.
(VIII) guarantee matters
There is no guarantee for the convertible corporate bonds issued this time.
(IX) determination of conversion price
The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company's shares in the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) And the average trading price of the company's shares on the previous trading day. The specific initial conversion price shall be determined by the board of directors or the person authorized by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor and the lead underwriter according to the market conditions and the specific situation of the company before this offering.
The average trading price of the company's shares in the 20 trading days before the announcement date of the prospectus = the total trading volume of the company's shares in the 20 trading days before the announcement date of the prospectus / the total trading volume of the company's shares in the 20 trading days; The average trading price of the company's shares on the trading day before the announcement date of the prospectus = the total trading volume of the company's shares on the trading day before the announcement date of the prospectus / the total trading volume of the company's shares on that day.
(x) adjustment and calculation method of share conversion price
After this issuance, if the company distributes bonus shares, converts to increased share capital, issues new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allots shares and distributes cash dividends, the company will cumulatively adjust the conversion price according to the sequence of the above conditions. The specific adjustment methods are as follows:
Assuming that the conversion price before adjustment is Po, the ratio of bonus shares or conversion to increased share capital per share is n, the ratio of new shares or allotment per share is k, the price of new shares or allotment per share is a, the cash dividend per share is D, and the conversion price after adjustment is p (the adjusted value retains two decimal places, and the last digit is rounded), then:
Distribution of bonus shares or conversion to share capital: P = PO / (1 + n);
Additional shares or allotment: P = (PO + a) × K）/（1＋K）；
The above two items are carried out simultaneously: P = (PO + A × K）/（1+N+K）；
Distribution of cash dividends: P = po-d;
When three items are carried out simultaneously: P = (po-d + a) × K）/（1＋N＋K）。
When the above shares and / or shareholders' equity changes, the company will adjust the conversion price in turn, publish the announcement of the conversion price adjustment on the information disclosure media of listed companies designated by the CSRC, and specify the date of the conversion price adjustment, the adjustment method and the period of suspension of the conversion (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion of shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder's equity of the company's shares, which may affect the creditor's rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory department at that time.
（11） Downward correction of conversion price
1. Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company's shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction plan for the conversion price and submit it to the general meeting of shareholders of the company for voting. The plan can be implemented only after it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued by the company this time shall withdraw; The revised conversion price shall not be lower than the average trading price of the company's shares 20 trading days before the convening date of the general meeting of shareholders and the average trading price of the company's shares on the previous trading day.
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
2. Correction procedure
If the company decides to revise the conversion price downward, the company will publish relevant announcements on the information disclosure media of listed companies designated by the CSRC, announcing the correction range, equity registration date, suspension of conversion period (if necessary) and other relevant information. From the first trading day after the equity registration date (i.e. the date of correction of the share conversion price), the application for share conversion shall be resumed and the corrected share conversion price shall be implemented.
If the correction date of share conversion price is on or after the application date of share conversion and before the registration date of share conversion, such share conversion application shall be executed according to the corrected share conversion price.
（12） How to determine the number of converted shares
When the bondholders of the convertible company apply for share conversion during the share conversion period, the calculation formula of the number of shares converted is: q = V / P, and the integer multiple of one share is taken by the tailing method.
Where: q is the number of shares converted; V is the total face value of convertible corporate bonds applied for share conversion by convertible bondholders; P is the effective conversion price on the date of application for conversion.
The shares applied for conversion by the bondholders of the convertible company must be integer shares. For the balance of convertible corporate bonds that are not enough to be converted into one share at the time of share conversion, the company will pay the balance of convertible corporate bonds that are not enough to be converted into one share in cash within five trading days after the date of share conversion of convertible corporate bondholders in accordance with the relevant provisions of Shenzhen Stock Exchange and other departments. The current accrued interest corresponding to the balance of convertible corporate bonds converted into one share will be paid in accordance with the relevant provisions of the securities registration authority and other departments.
（13） Redemption clause
1. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares. The specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders or the person authorized by the board of directors through consultation with the sponsor and the lead underwriter according to the market conditions at the time of issuance.
2. Conditional redemption clause
During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, 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 in the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company's shares on at least 15 trading days in any continuous 30 trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t / 365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time;
i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
If there is a reversal within the above 30 trading days
