Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
of
Supplementary legal opinion (I)
August 2021
catalogue
Text 5 I. question 1 of the feedback 5 II. Question 2 of the feedback 10 III. question 3 of the feedback 13 IV. question 4 of the feedback 25 v. question 5 of the feedback 30 VI. question 6 of the feedback 35 VII. Question 17 of the feedback forty-six
Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
To: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Beijing Ruiqiang law firm (hereinafter referred to as "the firm") accepts the entrustment of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as "the issuer") as the special legal adviser for the issuer's public offering of convertible corporate bonds (hereinafter referred to as "the offering"), The legal opinion of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as the "legal opinion") and the lawyer work report of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as the "lawyer work report") have been issued to the issuer. Now, 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. 211543 issued by the CSRC, Issue the supplementary legal opinion of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (I) (hereinafter referred to as the "supplementary legal opinion") on the relevant matters involved in the feedback. In addition to the amendments or supplements made in this supplementary legal opinion, the contents of lawyer work report and legal opinion are still valid.
Unless otherwise specified, the premises, assumptions and relevant abbreviations issued in this supplementary legal opinion are the same as lawyers' work report and legal opinion.
The statements made in our legal opinion and lawyer work report are also applicable to this supplementary legal opinion.
In order to issue this supplementary legal opinion, our lawyers have checked and verified the relevant issues involved in this supplementary legal opinion in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
Supplementary legal opinion (I)
The exchange agrees to take this supplementary legal opinion as the legal document necessary for the issuer to apply for this issuance, and report it together with other materials, and is willing to bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
Text
1、 Question 1 of feedback
The applicant is requested to supplement and disclose whether the convertible bond issuance plan complies with the measures for the administration of convertible corporate bonds and other relevant provisions. The recommendation institution and lawyers are invited to give verification opinions.
reply:
(I) whether the convertible bond issuance plan complies with the measures for the administration of convertible corporate bonds and other relevant provisions
The comparison between the issuer's convertible bond issuance plan and the main provisions of the measures for the administration of convertible corporate bonds is as follows:
Whether the issuance of convertible bonds complies with the provisions of the measures for the administration of convertible bonds
Article 3 convertible bonds issued to unspecified objects shall be issued in accordance with
The securities exchange established by this law is listed for trading or traded in other national securities trading places whose types of securities are approved by the State Council. The trading place of convertible 1 securities converted into the issuer's A-share shares shall, according to the risks and characteristics of convertible bonds, exchange corporate bonds. The convertible corporate bonds shall improve the trading rules and prevent and curb excessive speculation. Where the bonds and A-share shares to be converted in the future will be subject to procedural trading of convertible bonds, they shall be listed on the Shenzhen Stock Exchange of the China Securities Regulatory Commission, comply with the provisions of the Regulatory Commission, and report to the stock exchange, which shall not affect the certification
The system of the stock exchange is safe or normal trading order.
Article 4 the convertible bonds issued by the issuer to specific objects shall not
Transfer by means of open centralized transaction. Discomfort
2. Where the convertible bonds issued by a listed company are converted into shares to specific objects, this issuance is a public offering
18 months from the date when the convertible bonds are issued
It cannot be transferred within.
Article 7 the transaction transfer price of convertible bonds may occur
Major events that have a great impact and have not been known by investors,
The issuer shall immediately report the information about the major event to the
It is not appropriate for the CSRC and the stock exchange to submit interim reports
3. Make an announcement to explain the cause of the event, the current status and the possible use of the convertible bonds that have not yet been issued
Legal consequences.
The major events mentioned in the preceding paragraph include:
(I) paragraph 2 and 81 of Article 80 of the Securities Law
Major events specified in paragraph 2 of article;
Whether the description number of this convertible bond issuance scheme complies with the provisions of the measures for the administration of convertible corporate bonds
(II) due to share allotment, additional issuance, share distribution, dividend distribution, division and reduction
Changes in the issuer's shares due to capital and other reasons need to be adjusted
The conversion price, or the conversion price agreed in the prospectus
Revise the conversion price according to the downward amendment clause;
(III) issuance triggered by the redemption conditions agreed in the prospectus
The issuer decides to redeem or not to redeem;
(IV) the cumulative amount of convertible bonds converted into shares has reached the level of convertible bonds
Percent of the total issued shares of the company before the conversion of bonds into shares began
X;
(V) the total amount of unconverted convertible bonds is less than 30 million yuan;
(VI) the guarantor of convertible bonds has major changes in assets and
Litigation, merger, division, etc;
(VII) other matters prescribed by the CSRC.
Conversion of convertible corporate bonds issued this time into shares Article 8 convertible bonds shall have no less than six stock periods from the date of issuance, and can be converted into shares of the company only after the month of issuance and settlement of convertible corporate bonds. The term of conversion shall be determined according to the renewal term of convertible bonds and the financial status of the company in the first four months after the expiration of six months from the date of the root of the company. It refers to the period from the trading date to the date when the holders of convertible bonds have the option to convert or not to convert shares, and the consolidation date. The holders of convertible bonds become the shareholders of the Issuer on the next day of the conversion. Or have the option not to convert shares and become the shareholder of the Issuer on the next day of the conversion, which is in conformity with the provisions
Article 9 the prospectus for the issuance of convertible bonds by a listed company to unspecified objects has agreed that the conversion price of this public development shall not be lower than the conversion price of the convertible bonds of the two banks before the announcement date of the prospectus, and shall not be lower than the average trading price of the issuer's shares for 10 trading days and the average price of the previous 20 5 trading days before the announcement date of the prospectus, And no upward correction is allowed. It refers to the average trading price of the issuer's shares on the trading day and the conversion price of the listed company issuing convertible bonds to specific objects. The trading price of the issuer's shares on the previous trading day shall not be lower than the higher of the average price of the 20 trading days before the issuance of the subscription invitation, and the issuer's average trading price of shares and the average price of the previous trading day shall not be revised upward, which is positive and in line with the regulations
No downward correction is allowed.
Article 10 the prospectus shall stipulate the price adjustment of share conversion. The Prospectus has stipulated the principle and method of price adjustment of share conversion. The principles and methods of allotment, additional issuance and consolidation after the issuance of convertible bonds; In case of any change in the shares of the issuer of the downward revision scheme of the agreed conversion price due to share distribution, dividend distribution, division, capital reduction and other reasons in the prospectus, the conversion price shall be adjusted at the same time. It shall be submitted to the general meeting of shareholders of the issuer for voting. 6 if the convertible bond prospectus of the listed company stipulates that the conversion price is yes and subject to the amendment provisions under the table held by the shareholders present at the meeting, it shall also agree that: (I) the conversion price amendment plan shall be submitted to the general meeting of shareholders of the issuer for implementation, The shareholders who hold the convertible bonds issued this time and must obtain the voting rights held by the shareholders present at the meeting shall withdraw, and with the consent of more than two-thirds, the revised conversion price of the shareholders holding the issuer's convertible bonds shall not be lower than that which should be withdrawn this time; 20 trading days before the shareholders' meeting
Whether the description number of this convertible bond issuance scheme complies with the provisions of the measures for the administration of convertible corporate bonds
(II) the revised conversion price shall not be lower than the higher one between the average trading price of the company's shares on the date of adoption of the amendment in the preceding paragraph and the average trading price of the current trading day 20 trading days before the date of convening the general meeting of shareholders of the previous scheme; The average trading price of the qualified person's stock and the average price of the previous trading day. Compliance with regulations
The Prospectus has made corresponding provisions in the terms of maturity redemption and conditional redemption; The Prospectus has agreed on the last two interest bearing years of the convertible corporate bonds issued this time. If the issuer's shares are listed in Article 11 of the prospectus, the redemption terms can be agreed, It is stipulated that the issuer can redeem the convertible bonds whose offer price is lower than 70% of the current conversion price according to the conditions and price agreed in advance. The holders of convertible corporate bonds can agree on the resale terms in the prospectus, which stipulates that the holders of convertible bonds have the right to resell all or part of their convertible corporate bonds to the issuer according to the face value of the bonds plus the current bonds according to the conditions and prices agreed in advance. The issuer shall have the right to resell the bonds at the price agreed in the prospectus, and if the resale price of the raised funds is changed, the issuer shall be entitled to resell the bonds. There are significant changes in the implementation of the investment projects funded by the raised funds of convertible corporate bonds compared with the commitments made by the issuer in the prospectus, If the change is recognized by the CSRC as changing the purpose of the raised funds, the bondholders of the convertible company shall enjoy it
