Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 010-50867666 Fax: 010-65527227
Website: http://www.kangdalawyers.com.
Beijing Xi’an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Bonree Data Technology Co.Ltd(688229)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
Kangda bond FA Zi [2021] No. 0191-1
December, 2001
catalogue
Part I reply to inquiry letter 5 question 10.3 of the inquiry letter 5 question 10.4 of the inquiry letter 6 question 10.5 of the inquiry letter 9 Part II supplementary updates and disclosures 12 I. supplementary verification of the issuer’s qualification as the subject of this issuance and listing 12 II. Supplementary verification of the issuer’s substantive conditions for this issuance and listing 13 III. supplementary verification on the independence of the issuer 16 IV. supplementary verification of sponsors, shareholders and actual controllers 18 v. supplementary verification on the issuer’s business 19 VI. supplementary verification on related party transactions and horizontal competition 20 VII. Supplementary verification of the issuer’s main property 24 VIII. Supplementary verification of the issuer’s major creditor’s rights and debts 25 IX. supplementary verification of the rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 27 X. supplementary verification of the legal risk evaluation of the issuer’s prospectus 27 Xi. Concluding comments twenty-seven
Beijing Kangda law firm
About Bonree Data Technology Co.Ltd(688229)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
Kangda bond FA Zi [2021] No. 0191-1 to: Bonree Data Technology Co.Ltd(688229)
The exchange accepts the entrustment of the issuer to act as the special legal adviser for the issuer’s issuance of convertible corporate bonds to unspecified objects.
Regarding the issue and listing of your company, We have issued the lawyer work report of Beijing Kangda law firm on Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects (Kangda bond FA Zi [2021] No. 0150) and the legal opinion of Beijing Kangda law firm on Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects (Kangda bond FA Zi [2021] No. 0151).
Whereas Shanghai Stock Exchange issued the inquiry letter on the examination of application documents for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “inquiry letter”) szkss (refinancing) [2021] No. 106 on November 19, 2021, and the reporting period of this issuance has been updated from January 1, 2018 to September 30, 2021, With regard to the legal issues involved in the matters required to be verified by our lawyers in the inquiry letter and the major changes of the issuer from July 1, 2021 to September 30, 2021 (hereinafter referred to as the “supplementary verification period”), our lawyers, on the basis of verifying and verifying the relevant materials of the issuer, Issue the supplementary legal opinion (I) of Beijing Kangda law firm on Bonree Data Technology Co.Ltd(688229) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the “supplementary legal opinion”). Unless otherwise specified, the matters stated and the terms, names, abbreviations, etc. used in the lawyer work report and legal opinion of the exchange are also applicable to this supplementary legal opinion. This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. Our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus or in accordance with the review requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
In accordance with the requirements of current laws and regulations and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers hereby issue the following supplementary legal opinions:
Part I reply to inquiry letter
Question 10.3 of the inquiry letter
According to the enterprise investigation information: during the reporting period, the issuer was involved in a number of lawsuits with relevant subjects such as Shanghai PepsiCo.
The issuer is requested to explain the causes, amount, progress and impact on the company’s production and operation of litigation and arbitration cases in the reporting period.
The lawyer of the issuer is requested to check and express clear opinions.
reply:
1、 Verification content
Upon verification, the litigation and arbitration cases involved by the issuer during the reporting period are as follows:
Unit: 10000 yuan
No. plaintiff / applicant / defendant / respondent cause the progress of the subject amount
1. The defendant of Shanghai Dilian network branch, the issuer, owed the plaintiff a total of 72.72 yuan, waiting for the same payment of first instance Kaiji Co., Ltd
2. The defendant of Jiangsu TIANLIAN information section, the issuer, owed the plaintiff a total of 27.27 yuan, waiting for the same payment of Kaiji Development Co., Ltd. of the first instance
3. The issuer Shanghai bestrin multimedia defendant owed the plaintiff a total of 116.22 yuan, waiting for the same payment of Kaiti Technology Co., Ltd. of the first instance
The defendant of Hujiang education technology owes the plaintiff a sum of money
4. The issuer (Shanghai) shares have the same amount 21.04 settlement and settlement
Limited company
The defendant of Beijing Lanxun Communication Technology Co., Ltd. owed the plaintiff to settle the case through mediation; 5. The issuer Technology Co., Ltd. applies for enforcement with the same amount of 73.53
6. The issuer Guangxi Zhiqun technology has the respondent’s arrears in application 23.10 settlement and settlement
Contract payment for employment of limited company
2、 Verification procedure
(i) Consulted the legal documents related to litigation and arbitration of the issuer during the reporting period;
（2） Inquired about the websites of China judicial documents network, the Supreme People’s court network, China Arbitration network, the national enterprise credit information publicity system website, the national court executee information query system, enterprise investigation and so on;
（3） Obtained the issuer’s special instructions on litigation and arbitration matters during the reporting period.
3、 Verification opinions
In conclusion, our lawyers believe that the issuer was involved in 6 litigation / arbitration cases during the reporting period. These cases are all caused by the contract payment owed by the company’s customers to the company. The issuer is the plaintiff / applicant, and the amount involved in these cases is small. The judgment results of the cases have no significant adverse impact on the company’s production and operation. Question 10.4 of the inquiry letter
The issuer is requested to supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the listed 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.
The lawyer of the issuer is requested to check and express clear opinions.
reply:
1、 Verification content
(i) The subscription intention of shareholders, directors, supervisors and senior managers holding more than 5% of the company’s shares in this convertible bond issuance
As of the date of issuance of this supplementary legal opinion, the shareholders, directors, supervisors and senior executives holding more than 5% of the issuer’s shares have participated in the issuance and subscription of convertible bonds as follows:
Name and identity: whether to participate in subscription
Li Kai’s shareholders, chairman and general manager holding more than 5% of the shares participated
Feng Yunbiao’s shareholders and directors holding more than 5% shall participate as appropriate
Meng Xidong’s shareholders, directors and deputy general managers holding more than 5% of the shares shall participate as appropriate
Director Wang Limin may participate as appropriate
Jiao ruorei’s director shall participate as appropriate
Director Gu Huixiang may participate as appropriate
Qu Kai independent director does not participate
Liu Hang independent director does not participate
Bai Yufang independent director does not participate
Hou health supervisor shall participate as appropriate
Supervisors of Zhongshan shall participate as appropriate
The supervisor of Anchen shall participate as appropriate
Deputy general manager Wu Jingtao shall participate as appropriate
Li Xinjian, Secretary of the board of directors, may participate as appropriate
CFO Wang Hui does not participate
1. Li Kai, who participated in the issuance and subscription of convertible bonds, made the following commitments:
“1. I promise to participate in the issuance and subscription of convertible bonds, and the specific subscription amount will be determined according to the convertible bond market, my capital status, the securities law and other relevant provisions.
2. I promise that I will not make plans or arrangements to reduce the issuer’s shares or issued convertible bonds within six months before and after the issuance and subscription of convertible bonds.
3. If the subscription is successful, I promise to strictly abide by the relevant provisions of short-term trading, that is, I will not reduce the issuer’s shares and the convertible bonds issued this time within six months from the first day of this convertible bond issuance (the announcement date of the prospectus) to the completion of this convertible bond issuance.
4. If I violate the above commitments and reduce my holdings in violation of regulations, the proceeds therefrom shall belong to the issuer and will bear the legal liabilities arising therefrom in accordance with the law.
5. I guarantee that my spouse, parents and children will strictly abide by the relevant provisions of short-term trading. ” 2. Feng Yunbiao, Meng Xidong, Wang Limin, Jiao ruorei, Gu Huixiang, Hou Jiankang, Zhong Shan, an Chen, Wu Jingtao and Li Xinjian, who participated in the issuance and subscription of convertible bonds as appropriate, make the following commitments:
“1. If I reduce the shares of the issuer within six months before the issuance and subscription of this convertible bond, I promise not to participate in the issuance and subscription of this convertible bond, nor will I entrust other subjects to participate in the issuance and subscription of this convertible bond.
2. If I do not reduce my holdings within six months before the issuance and subscription of this convertible bond
