Guohao law firm (Beijing)
770022 about
Resale of convertible corporate bonds
of
Legal opinion
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Guohao law firm (Beijing)
About Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Legal opinion on the repurchase of convertible corporate bonds
Guo Hao Jing Zheng Zi [2022] No. [0099] to: Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Guohao law firm (Beijing) (hereinafter referred to as “the firm”) has accepted the entrustment of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (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 “administrative measures”), 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 laws and regulations Normative documents and the relevant provisions of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) public offering prospectus for convertible corporate bonds (hereinafter referred to as the “prospectus”) issue this legal opinion on matters related to the resale of convertible corporate bonds (hereinafter referred to as the “resale”).
Before issuing this legal opinion, our lawyers have obtained the commitment and guarantee of the company, that is, the documents and materials provided by the company to our lawyers are complete, true and effective without any concealment, falsehood, omission and misleading. If the documents and materials are copies or copies, they shall be consistent with the original or the original.
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 the company’s convertible bonds
(I) approval and authorization of convertible corporate bonds by the company
1. On May 8, 2017, the company held the 32nd meeting of the second board of directors, deliberated and approved various proposals related to the issuance and listing of convertible bonds.
2. On May 24, 2017, the company held the first extraordinary general meeting of shareholders in 2017, 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, the proposal on the company’s plan for public issuance of convertible corporate bonds, and the proposal on the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds were deliberated and adopted Proposal on the report on the use of the company’s previously raised funds, proposal on diluting the immediate return and filling measures of the company’s public issuance of convertible corporate bonds, proposal on the rules of the meeting of bondholders of convertible companies, proposal on the company’s non recurring profits and losses, return on net assets and earnings per share The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public issuance of convertible corporate bonds and other proposals related to the issuance and listing of convertible bonds of the company, and authorize the board of directors to handle specific matters related to the issuance and listing of convertible bonds of the company.
(II) approval of China Securities Regulatory Commission on the issuance and listing of convertible bonds
On November 17, 2017, the company received the reply on approving Tianshui Zhongxing Bio-Technology Co.Ltd(002772) public issuance of convertible corporate bonds (zjxk [2017] No. 2002) issued by China Securities Regulatory Commission, which approved the company to issue convertible corporate bonds with a total face value of 92 million yuan to the public, with a term of 6 years and effective within 6 months from the date of approval.
(III) listing of convertible bonds of the company
On December 28, 2017, the company published the announcement on the listing of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) convertible corporate bonds. The company issued 9.2 million convertible corporate bonds, which were listed on Shenzhen Stock Exchange on January 3, 2018. The bonds are referred to as “Zhongxing convertible bonds” for short, and the bond code is “128026”, The duration of convertible corporate bonds starts and ends from December 13, 2017 to December 13, 2023.
2、 This resale of the company
1. According to the provisions of the prospectus, “In the last two interest bearing years of the convertible corporate bonds, if the closing price of the company’s shares is lower than 70% of the current conversion price for 30 consecutive trading days, the holders of the convertible corporate bonds have the right to resell all or part of the convertible corporate bonds held by them to the company according to the face value plus the accrued interest for the current period. If the conversion price has been adjusted within the above trading days, then On the trading day before the conversion price adjustment date, it shall be calculated according to the conversion price and closing price before the adjustment, and on the conversion price adjustment date and subsequent trading days, it shall be calculated according to the adjusted conversion price and closing price. In case of downward correction of the conversion price, the above “Thirty consecutive trading days” shall be recalculated from the first trading day after the conversion price adjustment.
In the last two interest bearing years, the holders of convertible corporate bonds can exercise the repurchase right once according to the above agreed conditions after the repurchase conditions are met for the first time. If the repurchase conditions are met for the first time and the holders of convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced by the company at that time, the repurchase right cannot be exercised in that interest bearing year, The holders of convertible corporate bonds cannot exercise part of the repurchase right multiple times.
2. 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.
3. According to the company’s prospectus, the initial conversion price of the company’s convertible bonds is 11.74 yuan / share. The price adjustment of previous share conversion is as follows:
On May 15, 2018, the company implemented the 2017 equity distribution plan and distributed 1 Shenzhen Capstone Industrial Co.Ltd(000038) yuan in cash to all shareholders for every 10 shares. The conversion price of “Zhongxing convertible bonds” was adjusted from the original 11.74 yuan / share to 11.64 yuan / share. The adjusted conversion price came into effect on May 15, 2018.
On May 22, 2019, the company implemented the 2018 equity distribution plan and distributed a cash dividend of RMB 1.00 (including tax) to all shareholders for every 10 shares. The conversion price of “Zhongxing convertible bonds” is adjusted from the original 11.64 yuan / share to 11.54 yuan / share. The adjusted conversion price will take effect from May 22, 2019.
On June 5, 2020, the company implemented the 2019 equity distribution plan and distributed a cash dividend of RMB 1.00 (including tax) to all shareholders for every 10 shares. The conversion price of “Zhongxing convertible bonds” is adjusted from the original 11.54 yuan / share to 11.45 yuan / share. The adjusted conversion price will take effect from June 5, 2020.
On May 20, 2021, the company implemented the 2020 equity distribution plan and distributed a cash dividend of 1.00 yuan (including tax) for every 10 shares to all shareholders. The conversion price of “Zhongxing convertible bonds” is adjusted from the original 11.45 yuan / share to 11.36 yuan / share. The adjusted conversion price will take effect from May 20, 2021.
The start and end dates of the company’s convertible corporate bonds are from December 13, 2017 to December 13, 2023, and are currently in the last two interest bearing years. From January 21, 2022 to March 10, 2022, the closing price of the company’s shares was lower than 70% (i.e. 7.952 yuan / share) of the current “Zhongxing convertible bonds” conversion price of 11.36 yuan / share for 30 consecutive trading days, meeting the provisions of the conditional resale terms of “Zhongxing convertible bonds” for the first time. According to the provisions of the prospectus, the conditional resale terms came into effect, The holders of “Zhongxing convertible bonds” exercise the resale right once. 3、 Concluding observations
In conclusion, our lawyers believe that:
(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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Head of Guohao law firm (Beijing):
Liu Ji
Handling lawyer:
Ran Zhang
Li Cong
March 10, 2022
