Shanghai jintiancheng law firm
About Ningbo Kbe Electrical Technology Co.Ltd(300863)
Issue convertible corporate bonds to unspecified objects
And apply for listing on Shenzhen Stock Exchange
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, Shanghai Center Tower, 501 Middle Road, Pudong New Area, Shanghai: 021-20511000 Fax: 021-20511999: zip code: 200120
Shanghai jintiancheng law firm
About Ningbo Kbe Electrical Technology Co.Ltd(300863)
Issue convertible corporate bonds to unspecified objects
And apply for listing on Shenzhen Stock Exchange
Legal opinion
To: Ningbo Kbe Electrical Technology Co.Ltd(300863)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Ningbo Kbe Electrical Technology Co.Ltd(300863) (hereinafter referred to as “the company”, “300863}” or “the issuer”) and acts as the special legal adviser for the issuer’s issuance of convertible corporate bonds to unspecified objects in accordance with the special legal service contract signed between the issuer and the firm.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “administrative measures”) The Listing Rules of Shenzhen Stock Exchange gem (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 relevant normative documents of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), In accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, this legal opinion is issued on the listing of Ningbo Kbe Electrical Technology Co.Ltd(300863) convertible corporate bonds to unspecified objects on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
In order to issue this legal opinion, the issuer guarantees to the exchange that the issuer has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion. The documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsity and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original.
The exchange only expresses opinions on legal issues related to the issuer’s issuance of convertible corporate bonds to unspecified objects and listing on the Shenzhen Stock Exchange, but does not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions and the instructions issued by the company to the exchange.
In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
Unless otherwise specified, the words or abbreviations used in this legal opinion have the same meaning as those used in the lawyer work report of Shanghai jintiancheng law firm on Ningbo Kbe Electrical Technology Co.Ltd(300863) issuing convertible corporate bonds to unspecified objects and listing.
This legal opinion is only used by the issuer for the purpose of issuing convertible corporate bonds to unspecified objects for listing on the Shenzhen Stock Exchange, and shall not be used for any other purpose.
Text
1、 Approval and authorization of this listing
(I) approval and authorization of the issuer
On February 25, 2021, the issuer held the 15th meeting of the second board of directors, deliberated and adopted the relevant proposals for this issuance; On March 15, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects, and the proposal on the demonstration and analysis report of the company’s issuance of convertible corporate bonds to unspecified objects were reviewed and adopted Proposal on the feasibility study report on the use of funds raised by the company issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time, proposal on the impact of diluting the immediate return of convertible corporate bonds issued by the company to unspecified objects on the company’s main financial indicators, measures taken by the company and commitments of relevant subjects Proposal on the rules of the meeting of holders of convertible corporate bonds issued to unspecified objects, proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects, etc.
(II) approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration
1. On August 18, 2021, the GEM Listing Committee of Shenzhen stock exchange held its 49th meeting in 2021 to consider and approve the issuer’s application for issuing convertible corporate bonds to unspecified objects. According to the audit results, the issuer’s application for this issuance meets the issuance conditions, listing conditions and information disclosure requirements.
2. On October 18, 2021, China Securities Regulatory Commission approved and issued the reply on Approving the registration of Ningbo Kbe Electrical Technology Co.Ltd(300863) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3290), and approved the company’s application for registration of issuing convertible bonds to unspecified objects.
In conclusion, our lawyers believe that the issuer has performed the necessary internal decision-making procedures according to law, and the relevant approvals and authorizations are legal and effective; The issuer’s issuance has passed the examination of Shenzhen Stock Exchange and obtained the approval of China Securities Regulatory Commission for registration; The approval of the Shenzhen Stock Exchange on the listing of the issuer’s convertible corporate bonds is still required. 2、 The issuer’s subject qualification for this listing
Enterprise name Ningbo Kbe Electrical Technology Co.Ltd(300863) unified social credit code 9133020075886446xg
Address: wenxizhou Industrial Zone, qiaotouhu street, Ninghai County
Legal representative: Lin Guangyao
The registered capital is 55.23 million yuan
Paid in capital: 55.23 million yuan
Company type: joint stock limited company (listed, natural person investment or holding)
Research and development of automotive electrical system; R & D, production and sales of sensors, electronic components, auto parts, wires and cables; Import and export of self operated and agent goods and technologies, except for goods and technologies that are restricted or prohibited by the state.
Date of establishment: March 5, 2004
Business term long term registration authority: Ningbo market supervision and Administration Bureau
(II) the issuer is a legally established and existing joint stock limited company
1. After the lawyers of the exchange checked the industrial and commercial registration data of the issuer, the issuer is a joint stock limited company changed and established by Ningbo Kbe Electrical Technology Co.Ltd(300863) Co., Ltd.
2. According to the provisions of the articles of association of the issuer, the issuer is a permanent joint stock company and holds a business license with a unified social credit code of 9133020075886446xg. After verification, the issuer has been validly existing according to law since its establishment. As of the date of issuance of this legal opinion, there has been no major illegal and illegal business behavior, and no bankruptcy, dissolution, ordered closure, termination, etc. are found in accordance with the company law, the articles of association and other relevant provisions. The issuer also has no other circumstances requiring termination of its listing status.
Based on the above, our lawyers believe that the issuer is a joint stock limited company legally established and existing. (III) the issuer is a joint stock limited company whose shares are listed and traded on the Shenzhen stock exchange according to law
1. On July 29, 2020, the issuer publicly issued 13.81 million new shares of RMB common shares to the public with the approval of the reply on Approving the registration of Ningbo Kbe Electrical Technology Co.Ltd(300863) initial public offering (zjxk [2020] No. 1587) issued by the CSRC. On August 18, 2020, Shenzhen Stock Exchange approved and issued the announcement on the listing and trading of Ningbo Kbe Electrical Technology Co.Ltd(300863) shares on the gem. The RMB common shares issued by the issuer were listed on the gem of Shenzhen Stock Exchange on August 24, 2020. The securities are abbreviated as ” Ningbo Kbe Electrical Technology Co.Ltd(300863) ” and the securities code is “300863”.
2. As of the issuance date of this legal opinion, the A shares issued by the company have not been suspended or terminated according to law.
In conclusion, our lawyers believe that the issuer is a listed company established according to law and approved to publicly issue shares, has the ability of sustainable operation, does not need to be terminated according to law or the articles of association, and has the subject qualification of issuing convertible corporate bonds to unspecified objects and listing on the market. 3、 Substantive conditions of the issuer’s listing
(I) the issuance and listing meets the substantive conditions specified in the listing rules and the detailed rules for examination and approval
1. According to the prospectus, the term of the issuer’s convertible corporate bonds is 6 years, which is in line with the provisions of item (I) of Article 7 of the implementation rules.
2. After verification by our lawyers, according to the capital verification report (xksb Zi [2021] No. zf1123) issued by Lixin, as of December 31, 2021, the total amount of funds raised by the issuer for the issuance of convertible corporate bonds was 279 million.00 yuan, after deducting the underwriting and recommendation fee of 4200000.00 yuan (excluding tax), In addition, after deducting other external expenses directly related to the issuance of convertible corporate bonds of 3177783.01 yuan (excluding tax), the net amount of actually raised funds is 271622216.99 yuan, and the actual issuance amount is not less than 50 million yuan, which is in line with the provisions of item (II) of Article 7 of the detailed rules for implementation.
3. After verification by the lawyers of the exchange, the issuer still meets the substantive conditions for issuing convertible corporate bonds to unspecified objects stipulated in relevant laws, regulations and normative documents, and meets the provisions of article 2.2.3 of the listing rules and item (III) of Article 7 of the implementation rules. See below for details.
(II) the issuance and listing meet the substantive conditions stipulated in the company law
1. The first extraordinary general meeting of shareholders in 2021 held by the Issuer on March 15, 2021 deliberated and approved the proposals related to the issuance, and defined the conversion method in the prospectus, which is in line with the provisions of article 161 of the company law.
2. In this offering, the issuer will exchange shares with bondholders according to the conversion method. Bondholders can choose whether to convert or not, which is in line with the provisions of Article 162 of the company law.
(III) the issuance and listing meet the substantive conditions stipulated in the securities law
1. The issuer has set up the general meeting of shareholders, the board of directors, the board of supervisors and other organizations, established and improved the system of independent directors and the Secretary of the board of directors, set up four special committees under the board of directors: Strategy Committee, audit committee, remuneration and assessment committee and nomination Committee, and set up internal management departments according to the needs of the market and business environment, The division of responsibilities of each department has been carried out. Relevant institutions and personnel can perform their duties according to law, have a sound and well functioning organization, and comply with the provisions of paragraph 1 (I) of Article 15 of the securities law. 2. According to the audit report xksbz [2020] No. zf10011 issued by Lixin, the audit report xksbz [2021] No. zf10285 (hereinafter collectively referred to as the “audit report”) and the company’s performance forecast for 2021, the issuer’s 2019, 2020 The net profits attributable to the ordinary shareholders of the issuer in 2021 (expected) are 60.3496 million yuan, 52.9056 million yuan and 100 million yuan – 103 million yuan respectively (performance forecast data of 2021), and the average annual distributable profits in the last three years are 71.0851 million yuan – 72.0851 million yuan. The issuance of convertible corporate bonds to unspecified objects is calculated as 279 million yuan (including this amount) million yuan. Referring to the recent issuance interest rate level of the bond market and through reasonable estimation, the issuer’s average distributable profit in the last three years is expected to be sufficient to pay one year’s interest on Corporate bonds, which is in line with the provisions of item (II) of paragraph 1, Article 15 of the securities law.
3. According to the resolutions of the issuer’s first extraordinary general meeting in 2021, the prospectus, the rules of bondholders’ meeting and the commitments issued by the issuer, the funds raised in this issuance will be used for the industrialization project of new energy vehicle cables and intelligent Internet connected vehicle cables and the construction project of new energy vehicle cable production line after deducting the issuance expenses, And the change of the purpose of the raised funds shall be decided by the bondholders’ meeting; The funds raised by the bonds will be used for approved purposes and will not be used to cover losses and non productive expenses; The issuer does not change the use of funds without authorization; Comply with the provisions of Article 15, paragraph 2 of the securities law.
(IV) the issuance and listing meet the substantive conditions stipulated in the administrative measures
1. The issuer complies with the provisions of items 2 to 6 of Article 9 of the administrative measures
(1) The current directors, supervisors and senior managers of the issuer meet the job requirements stipulated by laws and administrative regulations and the provisions of item (II) of Article 9 of the management measures.
(2) The issuer has an independent and complete production, supply and sales system, legally owns the land, plant, machinery and equipment, trademarks, patents and other intellectual property rights necessary for production and operation, and is independent of the controlling shareholders, actual controllers and other enterprises controlled by them in terms of business, personnel, assets, institutions and finance Actual controller and its control
