Jiangsu century Tongren law firm
About Jiangnan Mould & Plastic Technology Co.Ltd(000700)
Legal opinion on the resale of convertible corporate bonds
To: Jiangnan Mould & Plastic Technology Co.Ltd(000700)
Jiangsu century Tongren law firm (hereinafter referred to as "the firm") has accepted the entrustment of Jiangnan Mould & Plastic Technology Co.Ltd(000700) (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") and the Securities Law of the people's Republic of China (hereinafter referred to as "the securities law") The measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance"), the measures for the administration of convertible corporate bonds (hereinafter referred to as the "measures for the administration of bonds"), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules") and other relevant laws, regulations and normative documents, as well as the measures for the administration of securities legal business of law firms and the professional rules for securities legal business of law firms (Trial Implementation) jointly issued by the CSRC and the Ministry of justice, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue legal opinions on the matters related to the company's resale of convertible corporate bonds (hereinafter referred to as "the resale").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the relevant provisions of the current effective laws, regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2. In order to issue this legal opinion, our lawyer reviewed the documents related to the resale provided by the company, and the company guarantees that the documents provided to us are true, accurate, complete and effective, without concealment, falsehood and major omissions. If the document is a copy, it shall be consistent with the original; If the document is a copy, it shall be consistent with the original. For the facts that are essential to this legal opinion and cannot be supported by independent evidence, our lawyers refer to or rely on the certificates or commitment documents issued by relevant government departments, companies or other relevant units and relevant personnel.
3. Our lawyer agrees that the board of directors of the company will take this legal opinion as the necessary legal document for the company's resale, and announce it together with other documents to be announced.
4. This legal opinion is only issued on the legal matters involved in the company's resale, and does not express opinions on the accounting, audit, asset evaluation, rating and other non legal professional matters involved in the resale. The reference in this legal opinion to the data and conclusions of professional documents such as accounting, audit, asset evaluation, rating and prospectus does not mean that our lawyers make any express or implied consent or guarantee for the authenticity of these data and conclusions, and our lawyers are not qualified to check and judge such data.
5. This legal opinion is only for the purpose of the company's resale. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above statement, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue legal opinions as follows: I. listing of convertible corporate bonds of the company
(I) approval and authorization of the company on the public offering of convertible corporate bonds
On May 26, 2016 and June 17, 2016, the company held the 11th meeting of the ninth board of directors and the second extraordinary general meeting of shareholders in 2016 respectively, deliberated and adopted the proposal on the company's compliance with the conditions for public issuance of A-share convertible corporate bonds, the proposal on the company's public issuance of A-share convertible corporate bonds Proposal on Jiangnan Mould & Plastic Technology Co.Ltd(000700) public issuance of A-share convertible corporate bonds, proposal on feasibility analysis report of investment project of funds raised by public issuance of A-share convertible corporate bonds, proposal on report on the use of funds raised by the company in the previous time Proposal on diluting the immediate return and filling measures of the company's public issuance of A-share convertible corporate bonds and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle the specific matters of this public issuance of A-share convertible corporate bonds.
On September 21, 2016, the company held the 15th meeting of the ninth board of directors, deliberated and approved the proposal on adjusting the company's public issuance of A-share convertible corporate bonds and the proposal on Jiangnan Mould & Plastic Technology Co.Ltd(000700) public issuance of A-share convertible corporate bonds (Revised Draft) Proposal on the feasibility analysis report (Revised Version) of the investment project raised by the company's public issuance of A-share convertible corporate bonds and proposal on Revising the diluted immediate return and filling measures of the company's public issuance of A-share convertible corporate bonds.
On May 26, 2017 and June 13, 2017, the company held the 20th meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2017 respectively, The proposal on extending the validity period of the resolution of the general meeting of shareholders on the public issuance of A-share convertible corporate bonds and the proposal on requesting the general meeting of shareholders to extend the validity period of the board of directors with full authority to handle matters related to the public issuance of A-share convertible corporate bonds were deliberated and adopted, Extend the validity period and authorization period of the resolution of the general meeting of shareholders of this issuance for one year to June 16, 2018.
On June 7, 2017, the company held the 21st Meeting of the ninth board of directors, deliberated and approved the proposal on the listing of convertible corporate bonds. The company applied for the listing of convertible corporate bonds on the Shenzhen Stock Exchange from the date of adoption of the proposal.
(II) approval of CSRC
On March 9, 2017, the CSRC issued the reply on approving Jiangnan Mould & Plastic Technology Co.Ltd(000700) public issuance of convertible corporate bonds (zjxk [2017] No. 338) to the company, approving the company to issue convertible corporate bonds with a total face value of 813.66 million yuan to the public for a period of 6 years.
(III) listing
On June 23, 2017, the issuer published the announcement on the listing of Jiangnan Mould & Plastic Technology Co.Ltd(000700) public issuance of convertible corporate bonds. The issuer publicly issued 8.1366 million RMB convertible corporate bonds to the public, which were listed and traded on Shenzhen Stock Exchange on June 26, 2017. The bonds are referred to as "molded convertible bonds" for short, and the bond code is 127004, The duration of convertible corporate bonds starts from June 2, 2017 to June 1, 2023.
2、 Matters related to this resale
(I) Article 39 of the detailed rules for the implementation stipulates that when the resale conditions agreed in the prospectus are met during the duration of convertible corporate bonds, bondholders can resale some or all of the convertible corporate bonds that have not been converted into shares.
(II) "conditional resale clause" in item 12, paragraph 2, Section 2 of the prospectus for Jiangnan Mould & Plastic Technology Co.Ltd(000700) public offering of A-share convertible corporate bonds (hereinafter referred to as the "prospectus"):
In the last two interest bearing years of the convertible bonds issued this time, if the closing price of the company's shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the holders of the convertible bonds have the right to resell all or part of the convertible bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest.
If the conversion price has been adjusted due to bonus shares, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible bonds issued this time), allotment of shares and distribution of cash dividends during the above trading days, the conversion price and closing price before adjustment shall be calculated on the trading day before adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. If the conversion price is revised downward, the above 30 consecutive trading days shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years of the convertible bonds issued this time, the holders of the convertible bonds may exercise the resale right once according to the above agreed conditions after the resale conditions are met for the first time. If the holders of the convertible bonds fail to declare and implement the resale within the resale reporting period announced by the company at that time, the resale right shall not be exercised in the interest bearing year, Convertible bond holders cannot exercise part of the resale right multiple times.
(III) the initial conversion price of the company's convertible bonds is 8.00 yuan / share.
In January 2018, due to the company's issuance of shares to purchase assets, the conversion price of molded convertible bonds was adjusted from 8.00 yuan / share to 7.84 yuan / share. The adjusted conversion price took effect from January 23, 2018. In June 2018, due to the company's profit distribution in 2017, the conversion price of molded convertible bonds was adjusted from 7.84 yuan / share to 7.72 yuan / share. The adjusted conversion price took effect from June 25, 2018.
In July 2019, due to the company's profit distribution in 2018, the conversion price of molded convertible bonds was adjusted from 7.72 yuan / share to 7.59 yuan / share. The adjusted conversion price will take effect from July 25, 2019.
In August 2020, due to the company's 2019 profit distribution, the conversion price of molded convertible bonds was adjusted from 7.59 yuan / share to 7.46 yuan / share. The adjusted conversion price will take effect from August 21, 2020.
In July 2021, due to the company's profit distribution in 2020, the conversion price of molded convertible bonds increased from 7.46
Yuan / share is adjusted to 7.24 yuan / share, and the adjusted conversion price will take effect from July 15, 2021.
The closing price for 30 consecutive trading days from January 18, 2022 to March 7, 2022 is lower than 70% of the current conversion price of 7.24 yuan / share (i.e. 5.07 yuan / share), and the "molded convertible bond" is in the last two interest bearing years.
Based on the above contents, our lawyers believe that the company's convertible corporate bonds have met the resale conditions specified in Article 39 of the implementation rules and point (1) of item 12, Article 2 (II), Section 2 of the prospectus.
3、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion:
(I) the resale of the company's convertible corporate bonds complies with the provisions of the securities law, listing rules and other laws, regulations and normative documents;
(II) if the conditional resale terms agreed in the Prospectus have been met, the holders of convertible corporate bonds of the company may resale some or all of their convertible corporate bonds that have not been converted to shares to the company in accordance with the implementation rules and the prospectus, but shall make a resale declaration within the resale declaration period;
(III) the company is still required to perform the procedures for the announcement of resale and the announcement of resale results in accordance with relevant laws, regulations, normative documents and the provisions of the prospectus.
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Handling lawyer of Jiangsu century Tongren law firm:
Person in charge: Wu Pucheng, Zhang Yuheng
Meng Aoqi
specific date
Nanjing Office: 4 / F, block C, jiangdao zhicube, Xiankun Road, Jianye District, Nanjing Tel: 02583304480 Fax: 02583329335 zip code: 210019 website: http://www.ct-partners.com.cn.
