Beijing Deheng (Hangzhou) law firm on Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Early redemption of convertible corporate bonds
Legal opinion
Tel: 0571-8650808 Fax: 0571-87357755 zip code: 310016
10 / F, Huafeng international building, 200 Xinye Road, Hangzhou, Zhejiang
Beijing Deheng (Hangzhou) law firm
About Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Early redemption of convertible corporate bonds
Legal opinion
To: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Entrusted by Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) , Beijing Deheng (Hangzhou) law firm, in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the company law of the people's Republic of China (hereinafter referred to as the "company law") on the early redemption of the company's convertible corporate bonds (hereinafter referred to as the "Redemption") The Shenzhen Stock Exchange GEM Listing Rules, 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 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, as well as the CSRC This legal opinion is issued in accordance with the relevant provisions of Shenzhen Stock Exchange.
In order to issue this legal opinion, the handling lawyer of the office declares as follows:
1、 The lawyers in charge of this office have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified all documents and materials related to the issuance of this legal opinion, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
2、 The handling lawyers of the exchange only express legal opinions on the facts that have occurred or exist before the date of issuance of the legal opinions in accordance with the current laws and regulations of China and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
3、 The handling lawyer of the exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for this redemption, report it together with other materials, and bear legal responsibility for the legal opinion issued according to law.
4、 In order to issue this legal opinion, the issuer has guaranteed to provide the handling lawyer of the exchange with authentic original written materials, copies or oral testimony necessary for issuing legal opinions, and ensure that the copies or copies are consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the handling lawyer of this office relies on the supporting documents or written instructions issued by relevant government departments, issuers or other relevant units to issue legal opinions.
6、 This legal opinion is only for the purpose of the issuer's issuance and redemption, and shall not be used for any other purpose.
The handling lawyer of the firm has reviewed and verified the relevant documents and facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows:
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1、 Issuance and listing of convertible corporate bonds redeemed this time
(I) approval and authorization of the issuer
On May 21, 2019, the issuer held the fourth meeting (interim meeting) of the third board of directors, The proposal on the company's public issuance of convertible corporate bonds, the proposal on the company's plan for public issuance of convertible corporate bonds, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of this public issuance of convertible corporate bonds and other proposals related to this issuance were reviewed and adopted, And proposed to convene the first extraordinary general meeting of shareholders in 2019.
On June 6, 2019, The issuer convened the first extraordinary general meeting of shareholders in 2019 to consider and pass the proposal on the company's public issuance of convertible corporate bonds, the proposal on the company's plan for public issuance of convertible corporate bonds, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of this public issuance of convertible corporate bonds one by one And other proposals related to this issuance.
On September 23, 2019, the issuer held the eighth meeting (interim meeting) of the third board of directors, The proposal on adjusting the company's public issuance of convertible corporate bonds, the proposal on the company's plan for public issuance of convertible corporate bonds (Revised Version), and the proposal on the company's demonstration and analysis report on public issuance of convertible corporate bonds (Revised Version) were reviewed and adopted Proposal on the feasibility analysis report on the use of funds raised by public issuance of A-share convertible corporate bonds (Revised Version) and other proposals related to the adjustment of the issuance scheme of convertible corporate bonds.
On September 23, 2019, the independent directors of the issuer issued independent opinions on matters related to the eighth meeting (interim meeting) of the third board of directors and agreed to adjust matters related to the issuance plan.
On September 23, 2019, the issuer held the eighth meeting (temporary meeting) of the third board of supervisors, deliberated and adopted the proposal on adjusting the issuance scheme of convertible corporate bonds and other proposals related to the adjustment of the issuance scheme of convertible corporate bonds, and agreed to the adjustment of the issuance scheme.
On March 2, 2020, the 12th meeting of the third board of directors of the issuer deliberated and adopted the proposal on further clarifying the specific scheme of the company's public issuance of convertible corporate bonds and the proposal on the listing of convertible corporate bonds. The issuer will handle matters related to the listing after the issuance of convertible corporate bonds.
According to the authorization of the issuer's first extraordinary general meeting in 2019, the adjustment and refinement of the above-mentioned issuance plan belong to the matters authorized by the board of directors, which are valid after being deliberated and approved by the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
(II) approval of CSRC
On February 21, 2020, the issuer received the reply on approving Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) public issuance of convertible corporate bonds (zjxk [2019] No. 2985) issued by the CSRC, which approved the issuer to publicly issue convertible corporate bonds with a total face value of 175 million yuan for a period of 6 years. (III) consent of Shenzhen Stock Exchange
On March 24, 2020, Shenzhen Stock Exchange issued the notice on the listing and trading of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) convertible corporate bonds (SZS [2020] No. 205) and agreed that the 175 million yuan of convertible corporate bonds issued by the issuer would be listed and traded on Shenzhen Stock Exchange from March 31, 2020.
In conclusion, the handling lawyer of the exchange believes that the issuance and listing of the issuer's convertible corporate bonds has been approved by the board of directors and the general meeting of shareholders of the issuer, and has been approved by the CSRC and the Shenzhen Stock Exchange.
2、 Redemption conditions of this redemption by the issuer
(I) redemption conditions agreed in the prospectus
According to the provisions of the prospectus for public issuance of convertible corporate bonds on the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) gem (hereinafter referred to as the prospectus), "During the conversion period of convertible corporate bonds issued this time, in case of any of the following two situations, the board of directors of the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period:
(1) During the conversion period of convertible corporate bonds issued this time, if the closing price of the company's shares on at least 15 trading days in any continuous 30 trading days is not less than 130% (including 130%) of the current conversion price;
(2) When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
The calculation formula of current accrued interest is: ia = B × i × t/365
Ia: interest accrued in the current period;
B: Refers to the total face value of convertible corporate bonds to be redeemed held by the holders of convertible corporate bonds issued this time;
i: Refers to the coupon rate of convertible corporate bonds in the current year;
t: It refers to the interest bearing days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest bearing year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the adjustment, and the conversion price and closing price after the adjustment shall be calculated on the trading day after the adjustment. "
(II) triggering redemption
According to Article 31 of the implementation rules, when the redemption conditions agreed in the prospectus are met during the duration of convertible corporate bonds, the issuer may exercise the redemption right and redeem all or part of the convertible corporate bonds that have not been converted into shares at the agreed price.
The initial conversion price of convertible corporate bonds redeemed by the issuer this time is 15.47 yuan / share. On June 30, 2020, the company implemented the 2019 annual equity distribution plan and distributed a cash dividend of RMB 0.60 (including tax) to all shareholders for every 10 shares based on the company's total share capital of 126666667 shares. According to relevant regulations, the conversion price of "Zhengyuan convertible bonds" is adjusted from 15.47 yuan / share to 15.41 yuan / share. The adjusted conversion price will take effect from June 30, 2020. The 2020 annual equity distribution plan was implemented on June 9, 2021, and a cash dividend of RMB 0.299983 (including tax) was distributed to all shareholders for every 10 shares based on the company's share capital of 127321165 shares. According to relevant regulations, the conversion price of "Zhengyuan convertible bonds" is adjusted from 15.41 yuan / share to 15.38 yuan / share. The adjusted conversion price will take effect from June 9, 2021.
During the period from December 24, 2021 to January 14, 2022, the closing price of the issuer's shares has been no less than 130% (19.99 yuan / share) of the current conversion price (15.38 yuan / share) of "Zhengyuan convertible bonds" for 15 consecutive trading days. The conditional redemption clause agreed in the Prospectus has been triggered, that is, "if the closing price of the company's shares on at least 15 trading days in any continuous 30 trading days is not less than 130% (including 130%) of the current conversion price".
In conclusion, the handling lawyer of the exchange believes that the issuer has triggered the conditional redemption terms specified in the prospectus, and this redemption is in line with Article 31 of the implementation rules.
3、 Approval of this redemption
On January 14, 2022, the issuer held the first meeting of the Fourth Board of directors, deliberated and approved the proposal on early redemption of "Zhengyuan convertible bonds". Due to triggering the conditional redemption terms agreed in the prospectus, the board of directors of the company agreed to exercise the right of early redemption of "Zhengyuan convertible bonds".
On January 14, 2022, the independent directors of the issuer expressed their independent opinions on the above matters and believed that the redemption of the company met the relevant laws and regulations such as the administrative measures, the implementation rules and the relevant provisions on conditional redemption in the prospectus, and the company performed the necessary approval procedures. It is agreed that the issuer will redeem the "Zhengyuan convertible bonds" in advance.
On January 14, 2022, the issuer held the first meeting of the Fourth Board of supervisors, deliberated and passed the proposal on early redemption of "Zhengyuan convertible bonds". Due to triggering the conditional redemption terms agreed in the prospectus, the board of supervisors agreed that the company should exercise the right of early redemption of "Zhengyuan convertible bonds".
In conclusion, the handling lawyer of the exchange believes that the issuer's redemption has been approved by the board of directors of the company, complies with the provisions of the implementation rules and other relevant laws, administrative regulations, normative documents and the authorization of the general meeting of shareholders, and the issuer still needs to perform the obligation of information disclosure in accordance with the provisions of the implementation rules.
4、 Conclusion
In conclusion, the handling lawyer of the firm believes that:
As of the date of issuance of this legal opinion, the issuer has met the redemption conditions of convertible corporate bonds specified in the implementation rules and the prospectus; The redemption has been approved by the board of directors of the company and complies with the relevant provisions of the implementation rules; The issuer shall also perform relevant information disclosure obligations in accordance with the implementation rules. This legal opinion is made in quadruplicate, which shall come into force after being signed by the handling lawyer and stamped with the official seal of the exchange.
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Beijing Deheng (Hangzhou) law firm
person in charge:
Xia Yongjun
Handling lawyer:
Wu Lianming
Handling lawyer:
Feng Lin
specific date
