Shanghai Guangfa law firm
About Winning Health Technology Group Co.Ltd(300253)
Legal opinions on the resale of “Weining convertible bonds”
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website: http://www.gffirm.com. |Email: [email protected].
Office address: 26th floor, Taikang Insurance Building, No. 429, Nanquan North Road, Shanghai Postal Code: 200120
Shanghai Guangfa law firm
About Winning Health Technology Group Co.Ltd(300253)
Legal opinions on the resale of “Weining convertible bonds”
To: Winning Health Technology Group Co.Ltd(300253)
Shanghai Guangfa law firm (hereinafter referred to as “the firm”) accepts the entrustment of Winning Health Technology Group Co.Ltd(300253) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “registration management measures”), the implementation rules for convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “implementation rules”), the current effective laws, regulations and normative documents, and the prospectus for issuing convertible corporate bonds to unspecified objects on the Winning Health Technology Group Co.Ltd(300253) gem (hereinafter referred to as the “prospectus”)《 Winning Health Technology Group Co.Ltd(300253) this legal opinion is issued on matters related to the resale of convertible corporate bonds (hereinafter referred to as the “resale”) in accordance with the relevant provisions of the rules for the meeting of bondholders of convertible companies (hereinafter referred to as the “rules for the meeting of bondholders”).
The exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted full due diligence on the legality and compliance of this resale to ensure that there are no false records, misleading statements and major omissions in this legal opinion. The exchange investigated the conditions of the company’s resale, consulted the documents that the exchange considered necessary for issuing this legal opinion, including but not limited to the listing of the company’s convertible corporate bonds and the conditions of this resale, and consulted the documents that the exchange considered necessary for issuing this legal opinion, He also inquired about relevant matters to relevant personnel of the company and held necessary discussions.
The company has guaranteed and promised to the firm that the documents and statements and explanations provided by the company to the lawyers of the firm are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect the legal opinion have been disclosed to the firm without any concealment or omission. Based on the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the laws, regulations and normative legal documents officially promulgated and implemented by the state, the exchange shall issue it based on the understanding of relevant facts and laws
This legal opinion is only for the purpose of the company’s resale, and shall not be used for any other purpose. The exchange agrees to take this legal opinion as a necessary legal document for the company’s resale, agree to take this legal opinion as a public disclosure document, and bear responsibility for the legal opinion issued according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers express the following opinions:
1、 Listing of convertible corporate bonds of the company
(i) Approvals and authorizations obtained
The company held the 20th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors on February 19, 2020, deliberated and adopted the proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on the company’s plan for public issuance of convertible corporate bonds, and the proposal on the company’s plan for public issuance of convertible corporate bonds Proposal on the demonstration and analysis report of the company’s public issuance of convertible corporate bonds, proposal on the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds, proposal on the evaluation report of the company’s internal control, and proposal on the preparation of
<公开发行可转换公司债券持有人会议规则>
Proposal on the impact of diluting the immediate return of convertible corporate bonds on the company’s main financial indicators, filling measures and relevant commitments, proposal on the report on the use of the previously raised funds, proposal on submitting to the general meeting of shareholders to authorize the board of directors of the company to fully handle the specific matters of the company’s public issuance of convertible corporate bonds On the formulation of
<未来三年股东回报规划（2020 年-2022年）>
And other proposals related to the public issuance of convertible corporate bonds, and made resolutions on the company’s compliance with the conditions for the public issuance of convertible corporate bonds, issuance scale, issuance price, bond term, bond interest rate, term and method of principal and interest repayment, conversion term, determination and adjustment of conversion price, purpose of raised funds, etc. The independent directors of the company expressed independent opinions on the above proposals, agreed to the public issuance of convertible bonds, and submitted relevant proposals to the general meeting of shareholders of the company for deliberation.
The company held the second extraordinary general meeting of shareholders in 2020 on March 6, 2020, considered and approved the proposals related to the public issuance of convertible corporate bonds adopted at the 20th meeting of the Fourth Board of directors and the 19th meeting of the Fourth Board of supervisors, and agreed to authorize the board of directors to handle the specific matters of the issuance.
On June 29, 2020, the company held the 24th Meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors, deliberated and adopted the proposal on Revising the company’s plan for issuing convertible corporate bonds to unspecified objects, the proposal on Revising the demonstration and analysis report on the company’s issuance of convertible corporate bonds to unspecified objects Proposal on Revising the feasibility analysis report on the use of funds raised by the company issuing convertible corporate bonds to unspecified objects, proposal on Revising the impact of diluting the immediate return of the company issuing convertible corporate bonds to unspecified objects on the company’s main financial indicators, filling measures and relevant commitments, and proposal on Revising the company’s
<可转换公司债券持有人会议规则>
Proposal on amendment
<提请股东大会授权董事会及其授权人士全权办理本次公开发行可转换公司债券具体事宜的议案>
》Other proposals, “public offering” is changed to “issuing to unspecified objects”, and other contents have not changed. The company held the 27th meeting of the 4th board of directors and the 26th meeting of the 4th board of supervisors on October 23, 2020, deliberated and adopted the proposal on Revising the plan for issuing convertible corporate bonds to unspecified objects, the proposal on Revising the plan for issuing convertible corporate bonds to unspecified objects Proposal on Revising the demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects, proposal on Revising the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects, proposal on modifying the dilution of immediate return, filling measures and relevant commitments by issuing convertible corporate bonds to unspecified objects.
The company held the 29th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on November 23, 2020, deliberated and adopted the proposal on Revising the plan for issuing convertible corporate bonds to unspecified objects, the proposal on Revising the plan for issuing convertible corporate bonds to unspecified objects Proposal on Revising the demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects, proposal on Revising the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects, proposal on modifying the dilution of immediate return, filling measures and relevant commitments by issuing convertible corporate bonds to unspecified objects.
The company held the 30th meeting of the 4th board of directors and the 29th meeting of the 4th board of supervisors on February 8, 2021, deliberated and adopted the proposal on extending the validity of the resolution of the general meeting of shareholders on issuing convertible corporate bonds to unspecified objects Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle specific matters of issuing convertible corporate bonds to unspecified objects.
The company held the first extraordinary general meeting of shareholders in 2021 on February 24, 2021, deliberated and approved the proposals related to the public offering of convertible corporate bonds adopted at the 30th meeting of the Fourth Board of directors and the 29th meeting of the Fourth Board of supervisors.
On March 11, 2021, the company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects and the proposal on the company to issue convertible corporate bonds to unspecified objects for listing. The company held the 8th meeting of the 5th board of directors on May 31, 2021, deliberated and adopted the proposal on replacing self raised funds of some projects invested in raised funds in advance with raised funds.
On December 6, 2021, the company held the 14th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors, deliberated and adopted the proposal on changing the purpose of some raised funds and the proposal on requesting the convening of the first bondholders’ meeting in 2021.
（2） Review of Shenzhen Stock Exchange and registration procedures of CSRC
On December 29, 2020, the GEM Listing Committee of Shenzhen stock exchange held the 61st review meeting of the listing committee in 2020 to review the company’s application for issuing convertible corporate bonds to unspecified objects. According to the audit results, the company’s application for issuing convertible corporate bonds to unspecified objects was passed.
On January 28, 2021, with the approval of the reply on Approving the registration of Winning Health Technology Group Co.Ltd(300253) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 311) issued by the CSRC, the company was approved to apply for the registration of issuing convertible corporate bonds to unspecified objects. The reply shall be valid within 12 months from the date of consenting to registration.
（3） Listing
On March 26, 2021, the company published the announcement on the listing of convertible corporate bonds issued by the Winning Health Technology Group Co.Ltd(300253) gem to unspecified objects. The company publicly issued 9.702650 RMB convertible corporate bonds to the public. The convertible corporate bonds were listed on Shenzhen Stock Exchange on March 31, 2021. The bonds are referred to as “Weining convertible bonds” for short, and the bond code is 123104, The duration of convertible corporate bonds starts from March 16, 2021 to March 15, 2027.
2、 This resale of the company
1. According to Article 39 of the detailed rules for implementation, when the resale conditions agreed in the prospectus are met during the duration of convertible corporate bonds, the bondholders can resale some or all of the convertible corporate bonds that have not been converted into shares.
According to the provisions of “(II) main terms of convertible corporate bonds issued this time”, “12. Resale terms” and “(2) additional resale terms” in “II. Basic information of this issuance” in Section II “overview of this issuance” of the prospectus, “If there is a significant change in the implementation of the investment project of the raised funds of the company’s convertible bonds issued this time compared with the purpose of the raised funds announced by the company, and it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, the holders of the convertible bonds shall have the right to sell back at one time. The holders of the convertible bonds shall have the right to Some convertible bonds are sold back to the company in whole or in part at the price of bond face value plus accrued interest in the current period. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not implemented during the additional resale reporting period, the additional resale right shall not be exercised. ”
2. On December 6, 2021, the 14th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors deliberated and adopted the proposal on changing the purpose of some raised funds, It is agreed to use all the raised funds of RMB 191673000 and the special account interest (the specific amount shall be subject to the fund balance of the special account at the time of actual carry over) of the convertible corporate bond investment project “Internet medical and innovative operation service project – cloud Medical Project” for the “venex my project”. For details, please refer to the information disclosed by the company on cninfo.com on December 7, 2021 Announcement on changing the purpose of some raised funds (Announcement No.: 2021-133). The board of directors agreed to submit the above matters to the general meeting of shareholders and the meeting of bondholders of convertible companies for deliberation. The independent directors of the company expressed independent opinions on changing the use of some raised funds, agreed to the above changes and agreed to submit the above matters to the general meeting of shareholders and the meeting of bondholders of convertible companies for deliberation.
3. On December 22, 2021, the first bondholders’ meeting of the company in 2021 deliberated and adopted the proposal on changing the purpose of some raised funds, It is agreed to use all the raised funds of RMB 191673000 and the special account interest (the specific amount shall be subject to the fund balance of the special account at the time of actual carry forward) of the convertible corporate bond investment project “Internet medical and innovative operation service project – cloud Medical Project” for the “venex my project”.
On December 22, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on changing the purpose of some raised funds.
The bourse believes that the company’s convertible corporate bonds comply with the resale conditions specified in Article 39 of the implementation rules and “(2) the main terms of the convertible corporate bonds issued this time”, “12. Resale terms” and “(2) additional resale terms” in “II. Basic information of the Issuance” in Section II “overview of the issuance” of the prospectus.
3、 Concluding observations
To sum up, the exchange believes that the company has fulfilled the necessary internal decision-making procedures for changing some investment projects raised by convertible corporate bonds, which have been deliberated and adopted by the bondholders’ meeting and the shareholders’ meeting, and comply with the provisions of the securities law, the implementation rules and other laws, regulations and normative documents, as well as the company’s prospectus and the rules of bondholders’ meeting; The company’s convertible corporate bonds comply with the provisions of Article 39 of the implementation rules and the resale conditions agreed in the prospectus; The holders of convertible corporate bonds of the company may sell back some or all of their convertible corporate bonds that have not been converted to shares to the company in accordance with the provisions of the implementation rules, but shall make a resale declaration within the resale declaration period; Company Shang
