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Zip code: 100027 Tel.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Bonree Data Technology Co.Ltd(688229)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
Kangda bond FA Zi [2021] No. 0151
October, 2001
catalogue
interpretation…… 2 text 6 I. approval and authorization of this issuance 6 II. Subject qualification of this offering 7 III. substantive conditions of this offering 8 IV. establishment of the issuer 11 v. independence of the issuer 12 VI. major shareholders and actual controllers of the issuer 15 VII. The issuer’s share capital structure and previous changes 16 VIII. Business of the issuer 17 IX. related party transactions and horizontal competition 18 X. main property of the issuer 22 Xi. Major creditor’s rights and debts of the issuer 22 XII. Major asset changes and mergers and acquisitions of the issuer 23 XIII. Formulation and amendment of the articles of association of the issuer 23 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 23 XV. Directors, supervisors and senior managers of the issuer and their changes 25 XVI. The issuer’s taxation, preferential policies and financial subsidies 26 XVII. Environmental protection, product quality and technical standards of the issuer 26 XVIII. Application of funds raised by the issuer 27 XIX. The issuer’s business development objectives 29 XX. Litigation, arbitration, administrative punishment and other related matters XXI. Evaluation of legal risks of the issuer’s prospectus 30. Concluding comments thirty
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: Bonree Data Technology Co.Ltd(688229) , the issuer, the public refers to the issuance of Bonree Data Technology Co.Ltd(688229) company this time, and the convertible bonds refer to Bonree Data Technology Co.Ltd(688229) this issuance of convertible corporate bonds to unspecified objects
Borui Co., Ltd. refers to Beijing Borui Hongyuan Technology Development Co., Ltd., which is the predecessor of Beijing Borui Hongyuan Data Technology Co., Ltd
Shanghai Beirui refers to Shanghai Beirui Network Technology Co., Ltd., formerly a wholly-owned subsidiary of the issuer, which was cancelled on October 25, 2017
Beijing branch refers to Bonree Data Technology Co.Ltd(688229) Beijing Branch, which was cancelled on August 18, 2017
Shanghai branch refers to Bonree Data Technology Co.Ltd(688229) Shanghai Branch
Wuhan Borui refers to Wuhan Borui Hongyuan Technology Co., Ltd
Beijing Borui refers to Borui Hongyuan (Beijing) Technology Co., Ltd
Yuanhenghui refers to Beijing yuanhenghui Investment Center (limited partnership)
Jiahe Xingli refers to Beijing Jiahe Xingli Investment Center (limited partnership)
Suzhou sushang Industrial Investment Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
SASAC refers to the state owned assets supervision and Administration Commission
Beijing Kangda law firm
China Industrial Securities Co.Ltd(601377) . Sponsor refers to China Industrial Securities Co.Ltd(601377)
Audit institution / Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
The legal opinion of Beijing Kangda law firm on Beijing Borui Hongyuan data technology shares refers to the legal opinion of a limited company on issuing convertible corporate bonds to unspecified objects (Kangda bond FA Zi [2021] No. 0151)
The lawyer work report of Beijing Kangda law firm on Beijing Borui Hongyuan data technology shares refers to the lawyer work report of the limited company on issuing convertible corporate bonds to unspecified objects (Kangda bond FA Zi [2021] No. 0150)
The prospectus refers to the prospectus for Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects (draft declaration)
Audit report refers to the audit report issued by Lixin Certified Public Accountants (xksbz [2020] No. zb10535 and xksbz [2021] No. zb10362)
The 2021 semi annual report refers to Bonree Data Technology Co.Ltd(688229) 2021 semi annual report
The articles of association refers to the Bonree Data Technology Co.Ltd(688229) articles of association
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
The refinancing measures of the science and Innovation Board refer to the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation)
The compilation and reporting rules No. 12 refers to the compilation and reporting rules No. 12 for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
The reporting period refers to 2018, 2019, 2020 and January June 2021
RMB / 10000 refers to RMB / 10000
Note: the percentage data in this lawyer work report is obtained by rounding, and there is calculation error.
Beijing Kangda law firm
About Bonree Data Technology Co.Ltd(688229)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
Kangda bond FA Zi [2021] No. 0151 to: Bonree Data Technology Co.Ltd(688229)
Beijing Kangda law firm has accepted the entrustment of Bonree Data Technology Co.Ltd(688229) to act as the special legal adviser for the issuer’s issuance of convertible corporate bonds to unspecified objects. On the basis of reviewing and verifying the relevant materials of the issuer, our lawyers issue this legal opinion in accordance with the relevant provisions of the securities law, the company law, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and with reference to the requirements of the preparation and reporting rules No. 12, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. In order to issue this legal opinion, we and our lawyers specially declare as follows:
Our lawyers only express legal opinions on the relevant facts that have occurred or exist before the date of issuance of this legal opinion. For the facts that are very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by relevant government departments, issuers or other relevant units.
Our lawyers are not qualified for professional judgment on accounting, audit, evaluation and other matters. Our lawyers’ reference to the documents of accounting firms and asset appraisal institutions does not mean that they make any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions of these documents.
Our lawyers have obtained the guarantee from the issuer that they have provided all materials or testimony necessary for the issuance of this legal opinion. Such materials or testimony are true, accurate and complete. The relevant duplicate materials and copies are consistent with the original, and there are no false and misleading statements and major omissions.
Our lawyers have expressed legal opinions on the legality and significant legal issues of the issuer’s issuance of convertible corporate bonds to unspecified objects in accordance with the requirements of the preparation rules No. 12. There are no false records, misleading statements and major omissions in this legal opinion, and we will bear legal responsibility for them.
The exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for the issuance of convertible corporate bonds to unspecified objects, and submit it together with other application documents. The exchange agrees that the issuer may quote the contents of this legal opinion, but shall not cause legal ambiguity or misinterpretation due to the quotation.
This legal opinion is only for the purpose of issuing convertible corporate bonds to unspecified objects, and shall not be used for other purposes.
Text
1、 Approval and authorization of this offering
(I) board of directors
September 22, 2021, The 21st Meeting of the second board of directors of the issuer deliberated and approved the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects and the proposal on the company issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report of the company’s use of funds raised by issuing convertible corporate bonds to unspecified objects, and proposal on the report on the use of funds raised by the company up to June 30, 2021 Proposal on the proposal of the general meeting of the company on the preparation of non convertible bonds and the proposal of the board of directors on Authorizing the shareholders to issue non convertible bonds and the relevant matters of the company’s general meeting And other proposals related to this issuance.
Upon verification, the convening, convening and voting procedures of the above-mentioned board of directors comply with the provisions of laws, regulations, normative documents and the articles of association, and the resolutions made are true, legal and effective.
(II) general meeting of shareholders
October 12, 2021, The fourth extraordinary general meeting of the issuer in 2021 deliberated and approved the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects and the proposal on the company issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report of the company’s use of funds raised by issuing convertible corporate bonds to unspecified objects, and proposal on the report on the use of funds raised by the company up to June 30, 2021 Proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing convertible corporate bonds to unspecified objects, proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects, and proposal on formulating Bonree Data Technology Co.Ltd(688229) rules for the meeting of bondholders of convertible companies) And other proposals related to this issuance.
The lawyers of the firm believe that the convening, convening and voting procedures of the above general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the resolutions made are true, legal and effective.
(III) authorization of this issuance
