Anhui Tianhe law firm
About Huaibei Mining Holdings Co.Ltd(600985)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
Tlz 2022 No. 00336
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Anhui Tianhe law firm about
Huaibei Mining Holdings Co.Ltd(600985)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
Tly 2022 No. 00336 to: Huaibei Mining Holdings Co.Ltd(600985)
The exchange accepts the entrustment of the issuer as the special legal adviser for the issuer's public offering of convertible corporate bonds, and on the basis of checking the relevant materials provided by the issuer, This supplementary legal opinion is issued in accordance with the current laws, administrative regulations, rules and relevant provisions, such as the securities law, the company law, the lawyer law, the administrative measures, the Compilation Rules No. 12, the measures for the administration of securities legal business, the rules for the practice of securities legal business, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
The lawyers of the firm have issued legal opinions on the approval, authorization and substantive conditions of the issuer's public offering of convertible corporate bonds, and issued the legal opinion of Anhui Tianhe law firm on Huaibei Mining Holdings Co.Ltd(600985) public offering of convertible corporate bonds (hereinafter referred to as "legal opinion") No. 00143 of tlyz 2022 on January 24, 2022. This supplementary legal opinion is hereby issued in accordance with the feedback on the application documents for Huaibei Mining Holdings Co.Ltd(600985) public offering of convertible corporate bonds (hereinafter referred to as the "feedback") received by the CSRC on February 22, 2022. This supplementary legal opinion is a supplement and amendment to the legal opinion. In case of any inconsistency between the legal opinion and this supplementary legal opinion, this supplementary legal opinion shall prevail.
The statements, interpretations and other relevant contents of our lawyers in the legal opinion also continue to apply to this supplementary legal opinion.
In accordance with the requirements of the company law, the securities law and the administrative measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant evidence provided by the issuer, and now issue the following supplementary legal opinions:
1. The applicant is requested to supplement and disclose whether the shareholders or directors, supervisors and senior executives holding more than 5% of the company participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose it. The recommendation institution and lawyers are invited to give verification opinions.
reply:
Verification process:
1. The lawyer of the firm consulted the register of shareholders of Huaibei Mining Holdings Co.Ltd(600985) as of September 30, 2021 issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch;
2. Obtain the appointment documents of current directors, supervisors and senior managers;
3. Refer to the securities law, the measures for the administration of convertible corporate bonds and other relevant provisions;
4. Search and check whether there are relevant announcements of the reduction plan of more than 5% shareholders or directors, supervisors and senior managers of the issuer in the near future;
5. Obtain relevant commitments on whether to participate in the subscription of convertible corporate bonds issued by shareholders holding more than 5% of the issuer and directors, supervisors and senior managers.
Verification contents and conclusions:
(I) commitment of shareholders holding more than 5% of the company on the issuance and subscription of convertible bonds
According to the issuance plan deliberated and approved by the company's first extraordinary general meeting in 2022, the convertible bonds issued this time shall be preferentially placed to the original A-share shareholders of the company, and the specific proportion of the preferential placement to the original A-share shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to determine according to the specific conditions at the time of issuance, and shall be disclosed in the issuance announcement of convertible bonds.
As of the date of issuance of this supplementary legal opinion, the shareholders holding more than 5% of the company's shares are huaikuang group, which directly holds 1 Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) 295 shares of the company, accounting for 64.61% of the total share capital of the company. In addition, Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan directly holds 26320000 shares, accounting for 1.06% of the total share capital of the company. It is the person acting in concert of huaikuang group, and the only beneficiary of the asset management plan is huaikuang group. According to the commitment letter issued by huaikuang group, huaikuang group (including Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan) will decide whether to participate in the issuance and subscription of convertible bonds according to the market conditions at the time of the issuance of convertible bonds. The specific contents of the commitment are as follows:
"1. If Huaibei Mining Holdings Co.Ltd(600985) (hereinafter referred to as" Huaibei Mining Holdings Co.Ltd(600985) ") starts the issuance of convertible corporate bonds, the company (including Guoyuan Securities Company Limited(000728) huaikuang innovative single asset management plan, the same below) will, in accordance with the relevant provisions of the securities law, the measures for the administration of convertible corporate bonds and so on, Decide whether to participate in the issuance and subscription of Huaibei Mining Holdings Co.Ltd(600985) this public offering of convertible corporate bonds according to the market conditions at the time of this convertible bond issuance, and strictly perform the corresponding information disclosure obligations.
2. As of the date of issuance of this letter of commitment and the six months before, the company has no reduction of Huaibei Mining Holdings Co.Ltd(600985) shares, and there is no plan to reduce Huaibei Mining Holdings Co.Ltd(600985) shares. If the interval between the first issuance of convertible bonds of the company and the latest issuance of convertible bonds of the company is less than six months.
3. As the controlling shareholder of Huaibei Mining Holdings Co.Ltd(600985) , the company will strictly abide by the provisions of the securities law, the measures for the administration of convertible corporate bonds and other laws and regulations on the trading of stocks and convertible corporate bonds. If the company subscribes for the convertible corporate bonds issued by Huaibei Mining Holdings Co.Ltd(600985) this time, The company will not directly or indirectly reduce Huaibei Mining Holdings Co.Ltd(600985) shares or issued convertible corporate bonds within six months after the subscription of convertible corporate bonds.
4. The company voluntarily makes the above commitments and voluntarily accepts the constraints of this commitment. If the company violates the above commitments and directly or indirectly reduces its holdings of Huaibei Mining Holdings Co.Ltd(600985) shares or issued convertible corporate bonds, all the income of the company shall belong to Huaibei Mining Holdings Co.Ltd(600985) and bear the legal liabilities arising therefrom according to law.
If losses are caused to Huaibei Mining Holdings Co.Ltd(600985) and other investors, the company will be liable for compensation according to law. "
(II) the directors, supervisors and senior managers of the company promise not to participate in the issuance and subscription of convertible bonds
The current directors, supervisors and senior managers of the company have signed the letter of commitment of Huaibei Mining Holdings Co.Ltd(600985) directors, supervisors and senior managers not to participate in the subscription of convertible corporate bonds issued by the company, promising not to participate in the subscription of convertible bonds issued by the company. The specific contents of the commitment are as follows:
"1. I, my spouse, parents and children will not participate in the issuance and subscription of Huaibei Mining Holdings Co.Ltd(600985) this public offering of convertible corporate bonds, and will not entrust other subjects to participate in the subscription of this issue of convertible bonds.
2. I and my spouse, parents and children will strictly abide by the relevant provisions of the securities law and the measures for the administration of convertible corporate bonds. If I and my spouse, parents and children violate the above commitments and subscribe in violation of regulations, they will bear the legal liabilities arising therefrom in accordance with the law. "
In conclusion, our lawyers believe that the shareholders holding more than 5% of the issuer's shares, directors, supervisors and senior managers have issued a written commitment on whether to participate in the subscription of convertible bonds. The content of the commitment complies with the provisions of the securities law, the measures for the administration of convertible corporate bonds and other relevant laws and regulations, and the content of the relevant commitment has been fully disclosed in the prospectus.
2. The issuer is requested to agree on the entrusted management of convertible bonds in the prospectus in accordance with the measures for the administration of convertible corporate bonds. The recommendation institution and lawyers are requested to check and express their opinions on whether the issuer's issuance complies with the relevant provisions and disclosure requirements of the measures for the administration of convertible corporate bonds.
reply:
Verification process:
1. The lawyers of the exchange consulted the prospectus, the plan for public issuance of convertible corporate bonds, the rules of the meeting of convertible corporate bondholders, the decision documents of the third session of the issuance and the corresponding announcements;
2. Consulted the trustee agreement signed between the issuer and Guoyuan Securities Company Limited(000728) Guoyuan Securities Company Limited(000728) ;
3. Consulted the relevant provisions of the measures for the administration of convertible corporate bonds, and compared the issuer's convertible bond issuance plan and the disclosure of the prospectus one by one.
Verification contents and conclusions:
(I) the issuer has agreed on the entrusted management of convertible bonds in the prospectus in accordance with the measures for the administration of convertible corporate bonds, and supplemented relevant contents in the prospectus
The company has signed the trustee agreement for Huaibei Mining Holdings Co.Ltd(600985) public issuance of convertible corporate bonds (hereinafter referred to as the "trustee agreement") with Guoyuan Securities Company Limited(000728) (hereinafter referred to as the "trustee" or " Guoyuan Securities Company Limited(000728) ") in accordance with the provisions of the measures for the Administration of convertible corporate bonds and the measures for the administration of corporate bond issuance and transaction, Guoyuan Securities Company Limited(000728) will act as the trustee of this convertible bond.
The company has supplemented and disclosed the main contents of the trustee agreement in "Annex IV" of "(II) main contents of the bond trustee agreement" in "v. matters related to bond trustee management" in "section II overview of this offering" of the prospectus.
(II) explanation on whether the issuance and public offering documents comply with the provisions of the measures for the administration of convertible corporate bonds
After consulting the provisions of the measures for the administration of convertible corporate bonds and checking the relevant conditions of this issuance, the company's issuance of convertible bonds complies with the relevant provisions of the measures for the administration of convertible corporate bonds. The specific conditions are as follows:
This time
No. whether the line of the measures for the administration of convertible corporate bonds is checked
Compliance
set
Article 1 for the purpose of regulating convertible corporate bonds (hereinafter referred to as
1) the transaction of convertible bonds protects the legitimate rights and interests of investors, which is not applicable-
Maintain market order and social public interests in accordance with the Securities Law
These measures are formulated in accordance with the company law and other laws and regulations.
Article 2 convertible bonds shall be approved by the stock exchange or the State Council
These Measures shall apply to the trading, transfer, information disclosure, share conversion, redemption of convertible A-shares and resale of other national securities trading places (hereinafter referred to as the types of securities to be issued by the securities issuer this time). It is a convertible corporate bond. The term "convertible bonds" as mentioned in these Measures refers to the corporate bonds issued by the company according to law, which can be converted into the company's shares to be listed on the Shanghai stock exchange according to the agreed conditions within a fixed period of a corporate bond and A-Shares to be converted in the future. It belongs to the market-oriented bonds stipulated in the securities law.
Equity securities.
Article 3 convertible bonds issued to unspecified objects shall be issued in accordance with
Listed on a stock exchange established in accordance with this law or issued by the issuer under the State Council for public development
Other approved national securities trading places. OK, the types of securities are convertible into 3. According to the risks and characteristics of convertible bonds, the securities trading place shall be the convertible company of the company's A-share shares, improve the trading rules, and prevent and curb excessive speculation. Bonds, the convertible corporate bonds and the procedural trading of convertible bonds shall comply with the provisions of the CSRC that the A-share shares to be converted in the future will be listed at the meeting, and shall be reported to the stock exchange, which shall not affect the listing of the Shanghai Stock Exchange.
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.
(4) where the convertible bonds issued by a listed company to a specific object are converted into shares, the provisions shall not apply-
18 months from the date when the convertible bonds are issued
It cannot be transferred within.
Article 5 according to the characteristics of convertible bonds, the securities trading place shall not apply the requirements for the appropriateness of investors in the sectors to which the convertible corporate bonds have not been issued and the positive shares belong.
Investor suitability management rules should be.
A securities company shall fully understand its customers and whether it meets the requirements of its customers
The appropriateness of convertible bond investors requires verification and evaluation, not
We have to accept customers who do not meet the requirements of appropriateness to participate in convertible bonds
Deal. A securities company shall guide its clients to participate rationally and normatively
Trading with convertible bonds.
Article 6 securities trading places shall strengthen the supervision of convertible bonds
Risk monitoring, establish a monitoring mechanism for cross positive shares and convertible bonds, and
Formulate targeted monitoring indicators according to the characteristics of convertible bonds. 6. In case of abnormal fluctuation in convertible bond trading, the securities trading place may not be applicable-
To require the issuer to check and disclose the differences in accordance with the business rules
Constant fluctuation announcement can fully remind the market of risks, or
Take temporary suspension and other disposal measures according to business rules.
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
