Anhui Tianhe law firm
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Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Issuing convertible corporate bonds to unspecified objects for listing on the Shenzhen Stock Exchange
Legal opinion
Anhui Tianhe law firm
ANHUI TIANHE LAW OFFICE
Address: 15-16 / F, East Building, block B, Fortune Plaza, No. 278 Suixi Road, Hefei Tel: (0551) 62642792 Fax: (0551) 62620450
Anhui Tianhe law firm
About Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Issuing convertible corporate bonds to unspecified objects for listing on the Shenzhen Stock Exchange
Legal opinion
Tly 2022 No. 0901 to: Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
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"), the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for the implementation of business"), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and other relevant laws, regulations, rules and normative documents, Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as " Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) ," the company "or" the issuer ") and Anhui Tianhe law firm (hereinafter referred to as" the firm ") signed the contract for engaging special legal counsel and entrusted lawyers Zhang Dalin, feilinsen and Qu Yali of the firm (hereinafter referred to as" the firm ") to act as special legal counsel, This legal opinion is issued for Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) this gem issuance of convertible corporate bonds to unspecified objects and listing on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") (hereinafter referred to as "this issuance and listing").
In order to issue this legal opinion, our lawyer hereby makes the following commitments and statements:
1. This legal opinion is made by our lawyers based on the facts that have occurred or existed before the issuance date, the current laws and regulations of China and the relevant provisions of the CSRC.
2. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
3. The company guarantees that it has provided the lawyers of the firm with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, without concealment, falsehood and major omissions. If the documents are copies, copies or electronic copies, they are consistent and consistent with the original. 4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units.
5. Our lawyers agree to submit this legal opinion together with other materials required by Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) this issuance and listing, and are willing to bear corresponding legal liabilities for this legal opinion according to law.
6. Our lawyers only express their opinions on the legal issues related to Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) this issuance and listing, but do not express their opinions on the professional matters and reports such as accounting, audit, asset evaluation, etc. of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) this time. In this legal opinion, the lawyers of our firm have performed the necessary duty of care required by Article 14 of the measures for the administration of securities legal business of law firms and Article 12 of the rules for the practice of securities legal business of law firms by quoting some data and conclusions in relevant accounting statements, audit and asset evaluation reports. However, these quotations do not deemed or imply the legitimacy of such data or conclusions Make any express or implied guarantee or guarantee for the authenticity and accuracy. Our lawyer is not qualified to check and evaluate these documents and the contents involved.
7. This legal opinion is only for Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) the purpose of this offering and listing, and shall not be used for any other purpose.
In accordance with the requirements of Article 163 of the securities law 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 facts provided by Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) and hereby issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) internal approval and authorization of the issuer
1. On June 15, 2021, Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) held the third meeting of the third board of directors, The special report on the use of the previously raised funds, 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 on the company's issuance of convertible corporate bonds to unspecified objects were reviewed and approved Proposal on the feasibility analysis report on the use of funds raised by the company's issuance of convertible corporate bonds to unspecified objects, proposal on the impact of diluting the immediate return of convertible corporate bonds to unspecified objects on the company's main financial indicators, filling measures and commitments of relevant subjects, proposal on the rules of the meeting of holders of convertible corporate bonds to unspecified objects and proposal on the next three years (20212023) proposals related to this issuance and listing, such as the proposal on shareholder return planning, the proposal on requesting the general meeting of shareholders to authorize the board of directors or persons authorized by the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects, and decided to convene the first extraordinary general meeting of shareholders in 2021 on July 1, 2021 and submit these proposals to the general meeting of shareholders for deliberation.
2. On July 1, 2021, Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) held the first extraordinary general meeting of shareholders in 2021. The general meeting of shareholders deliberated and approved the proposals related to the issuance and listing, and authorized the board of directors of the company to handle the specific matters of the issuance and listing.
3. On July 29, 2021, Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) held the fourth meeting of the third board of directors, deliberated and adopted the proposal on the plan for issuing convertible corporate bonds to unspecified objects (Revised Draft) and the proposal on Amending the rules for the meeting of convertible corporate bondholders, and adjusted the contents of the proposal related to the issuance and listing according to the authorization of the general meeting of shareholders.
4. On April 28, 2022, Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) held the 11th meeting of the third board of directors, The proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects, the proposal on issuing convertible corporate bonds to unspecified objects for listing, and the proposal on issuing convertible corporate bonds to unspecified objects, opening a special account for raising funds and signing a supervision agreement for raising funds were deliberated and adopted. The contents of the proposal related to this issuance and listing were clarified according to the authorization of the general meeting of shareholders, At the same time, the management of the company and its authorized designated persons are authorized to handle various specific matters concerning the listing of convertible corporate bonds on the Shenzhen Stock Exchange. The independent directors of the company expressed their independent opinions on these proposals.
(II) reply of the CSRC to the registration
On November 18, 2021, the GEM Listing Committee of Shenzhen stock exchange held the 66th review meeting in 2021 to consider that Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) this issuance of convertible corporate bonds to unspecified objects meets the issuance conditions, listing conditions and information disclosure requirements.
On January 11, 2022, the CSRC issued the reply on Approving the registration of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) issuing convertible corporate bonds to unspecified objects (zjxk [2022] No. 56), and approved the registration application of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) issuing convertible corporate bonds to unspecified objects. The reply shall be valid within 12 months from the date of approving the registration.
After verification, our lawyers believe that the issuer's issuance and listing has obtained the approval and authorization of the competent authority within the company and the approval of the CSRC for registration. The issuer's issuance and listing has obtained the necessary approval and authorization at this stage, and its listing and trading still needs the approval of the Shenzhen stock exchange.
2、 Subject qualification of this issuance and listing
(I) the issuer is a joint stock limited company established by Zhonghuan Co., Ltd. in the form of overall change and registered with Hefei Administration for Industry and Commerce on April 29, 2015 Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) 's change and establishment have fulfilled the necessary legal procedures and comply with the provisions of relevant laws, regulations and normative documents.
(II) approved by the reply on approving Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) initial public offering of shares (zjxk [2017] No. 1361) of China Securities Regulatory Commission and the notice on the listing of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) RMB common shares on the gem (SZS [2017] No. 517) of Shenzhen Stock Exchange, the issuer publicly issued 26.67 million new shares and listed and traded on the gem of Shenzhen Stock Exchange on August 21, 2017. The shares are referred to as " Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) ", Stock Code: Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) . (III) the issuer currently holds the business license with the unified social credit code of 91340100587237655p. According to the provisions of the company law, the regulations of the people's Republic of China on the administration of company registration and other laws and regulations, normative documents and the articles of association, the issuer does not need to be terminated, dissolved or liquidated, and exists effectively according to law.
According to the above, our lawyers believe that the issuer is a joint stock limited company established according to law and validly existing, and its shares are listed and traded on the gem of Shenzhen Stock Exchange. At present, there is no situation that it needs to be terminated, dissolved or liquidated according to laws, regulations, normative documents and the articles of association, so it has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
According to the verification of the lawyers of the exchange, as of the date of issuance of this legal opinion, the issuer has met the substantive conditions for this issuance and listing stipulated in the company law, securities law, measures for the administration of registration, listing rules, detailed rules for the implementation of business and other laws, regulations and normative documents, as follows:
(I) according to the proposals related to this issuance and listing deliberated and approved by the issuer's first extraordinary general meeting in 2021, the fourth meeting of the third board of directors and the eleventh meeting of the third board of directors, the term of convertible corporate bonds issued and listed this time is 6 years from the date of issuance, and the term of convertible corporate bonds is more than one year, which is in line with the provisions of item (I) of Article 7 of the detailed rules for the implementation of business.
(II) according to the capital verification report (Rong Cheng Yan Zi [2022] No. 230z0101) issued by Rong Cheng Certified Public Accountants (special general partnership) (hereinafter referred to as "Rong Cheng certified public accountants"), as of May 12, 2022, the actual net capital raised by the issuer in this issuance was 858183343 yuan, and the actual amount issued by the issuer in this issuance was not less than 50 million yuan, which was in line with the provisions of item (II) of Article 7 of the detailed rules for the implementation of business.
(III) after verification, the issuer still meets the issuance conditions for issuing convertible corporate bonds to unspecified objects and meets the provisions of article 2.2.3 of the listing rules and item (III) of Article 7 of the business implementation rules. The specific verification is as follows:
1. After verification by the lawyers of the exchange, the first extraordinary general meeting of the issuer in 2021 deliberated and approved the relevant proposals for the issuance and listing, and stipulated the specific conversion methods, which is in line with the provisions of article 161 of the company law.
2. The issuer will exchange shares with bondholders according to the conversion method for this issuance and listing. Bondholders can choose whether to convert or not, which is in line with the provisions of Article 162 of the company law.
3. After verification by the lawyers of this exchange, the issuer has hired Haitong Securities Company Limited(600837) as the sponsor of this issuance and listing, which is in line with the provisions of paragraph 1 of Article 10 of the securities law.
4. After verification by the lawyers of the exchange, the issuer has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizations in accordance with the requirements of the company law and other laws, regulations and normative documents, has a sound and well functioning organization, and complies with the provisions of paragraph 1 (I) of Article 15 of the securities law and paragraph 1 (I) of Article 13 of the registration management measures.
5. According to the audit report (referring to the audit report issued by Rongcheng accounting (Rongcheng Shenzi [2020] No. 230z0602, Rongcheng Shenzi [2021] No. 230z0472 and Rongcheng Shenzi [2022] No. 230z0373, the same below), the net profits attributable to the shareholders of the company (calculated according to the lower one before and after deducting non recurring profits and losses) realized by the issuer in 2019, 2020 and 2021 were 92.825 million yuan, 1515434 million yuan 1953905 million yuan, with an average distributable profit of 1465863 million yuan in recent three years. The average distributable profit of the issuer in recent three years is sufficient to pay one year's interest on convertible corporate bonds, which is in line with the provisions of paragraph 1 (II) of Article 15 of the securities law and paragraph 1 (II) of Article 13 of the measures for the administration of registration.
After the issuer of Chengde Thermal Power Co., Ltd. (hereinafter referred to as "the issuer of Chengde Thermal Power Co., Ltd."), the raised funds will not be used to make up the losses of the project from the issuer of Chengde Thermal Power Co., Ltd. (hereinafter referred to as "the issuer of Chengde thermal Power Co., Ltd. and the issuer of Chengde Thermal Power Co., Ltd."), Comply with the provisions of paragraph 2 of Article 15 of the securities law.
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