Zhejiang Liuhe Law Firm
About Zhejiang Communications Technology Co.Ltd(002061)
Early redemption of convertible corporate bonds
Legal opinion
Zhe Liu He FA Yi (2022) No. 0659 to: Zhejiang Communications Technology Co.Ltd(002061)
Zhejiang Liuhe law firm (hereinafter referred to as “Liuhe” or “the firm”) has accepted the entrustment of Zhejiang Communications Technology Co.Ltd(002061) (hereinafter referred to as “the company” or ” Zhejiang Communications Technology Co.Ltd(002061) “), 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”) China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the measures for the administration of securities issuance by listed companies (revised in 2020) (hereinafter referred to as the “administrative measures”), the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as the “detailed rules”) and other laws and regulations This legal opinion is issued in accordance with the provisions of the normative documents and the Zhejiang Communications Technology Co.Ltd(002061) articles of Association (hereinafter referred to as the “articles of association”) on matters related to the early redemption of Zhejiang Communications Technology Co.Ltd(002061) convertible corporate bonds (hereinafter referred to as “this redemption”).
In order to issue this legal opinion, the office and its handling lawyers checked the relevant facts and legal matters related to this redemption in accordance with the current laws, administrative regulations, departmental rules and other normative documents, and in accordance with the business standards and ethics recognized by the Chinese lawyer industry, and consulted the documents they considered necessary, including the relevant records, materials and instructions provided by the company, And checked the relevant facts and legal matters involved in this redemption. This legal opinion is based on the facts that have occurred or existed before the date of issuance and the relevant provisions of the current laws, administrative regulations, departmental rules and other normative documents in the people’s Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region of China), and does not express legal opinions in accordance with any laws outside China.
The issuance of this legal opinion has been guaranteed by the company as follows:
(I) it has provided the original written materials, copies, copies, explanations, confirmations and certificates required by Liuhe and the handling lawyer to issue this legal opinion;
(II) all documents and materials provided to Liuhe and all statements and explanations made by Liuhe are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent and consistent with the original.
Liuhe only expresses opinions on legal issues related to Zhejiang Communications Technology Co.Ltd(002061) this redemption, and does not express opinions on accounting, finance and other non legal professional matters involved in this redemption. The quotation of some data and conclusions in relevant accounting reports, audit reports and asset evaluation reports in this legal opinion does not mean that the exchange is properly qualified for these data.
Liuhe and its handling lawyers have strictly performed their statutory duties 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 (for Trial Implementation), followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
Liuhe agrees that the company will submit this legal opinion as one of the necessary documents for Zhejiang Communications Technology Co.Ltd(002061) implementing this redemption together with other materials to Shenzhen stock exchange for announcement, and bear corresponding legal liabilities for the legal opinion issued.
This legal opinion is only for Zhejiang Communications Technology Co.Ltd(002061) the purpose of this redemption and shall not be used for any other purpose. Liuhe agrees that Zhejiang Communications Technology Co.Ltd(002061) in the relevant documents prepared by it for the implementation of this redemption, the relevant contents of this legal opinion shall be quoted, but there shall be no legal ambiguity or misinterpretation caused by the quotation. Liuhe has the right to review and confirm the corresponding contents of the above-mentioned relevant documents again.
Vi. in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, he issued the following legal opinions: I. The issuance and listing of convertible corporate bonds redeemed this time
(I) internal approval and authorization of the company
1. On May 30, 2019, the company held the 27th meeting of the seventh board of directors, deliberated and approved various proposals related to the public issuance of convertible corporate bonds, and agreed to submit these proposals to the general meeting of shareholders for deliberation.
2. On July 3, 2019, the company held the first extraordinary general meeting of shareholders in 2019, The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on the company’s plan for public issuance of convertible corporate bonds, the proposal on the company’s plan for public issuance of convertible corporate bonds, the proposal on the feasibility analysis report of the project raised by the company’s public issuance of convertible corporate bonds, and the proposal on the report on the use of the company’s previously raised funds were reviewed and approved Proposal on the impact of diluting the immediate return of the company’s public issuance of convertible corporate bonds on the company’s main financial indicators and the measures and relevant commitments taken by the company, 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 public issuance of convertible corporate bonds, proposal on formulating the rules for the meeting of bondholders of convertible companies And other proposals related to the company’s public issuance of convertible corporate bonds.
3. On April 17, 2020, the company held the 34th meeting of the 7th board of directors, The proposal on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds, the proposal on the listing of the company’s public issuance of convertible corporate bonds, the proposal on opening a special account for the raised funds of the public issuance of convertible corporate bonds and signing a supervision agreement for the raised funds and other proposals related to the company’s public issuance of convertible corporate bonds were deliberated and adopted.
(II) approval of the competent authority of the company
The company has obtained the reply of Zhejiang SASAC on approving Zhejiang Communications Technology Co.Ltd(002061) public issuance of convertible corporate bonds (zgzq [2019] No. 19) issued by Zhejiang SASAC, and approved the company’s plan of public issuance of convertible corporate bonds.
(III) approval of CSRC
On March 27, 2020, the CSRC issued the reply on approving Zhejiang Communications Technology Co.Ltd(002061) public issuance of convertible corporate bonds (zjxk [2020] No. 524) to the company, approving the company to publicly issue convertible corporate bonds with a total face value of 2.5 billion yuan for a period of 6 years.
(IV) issuance and listing
On April 28, 2020, the company disclosed the announcement on the issuance results of Zhejiang Communications Technology Co.Ltd(002061) public issuance of convertible corporate bonds. The scale of convertible corporate bonds publicly issued by the company is 2.5 billion yuan, with a face value of 100 yuan each, a total of 25 million pieces, which are issued at face value.
On May 19, 2020, the company disclosed the announcement on the listing of Zhejiang Communications Technology Co.Ltd(002061) public issuance of convertible corporate bonds. With the consent of SZS [2020] No. 402 document of Shenzhen Stock Exchange, the company’s 2.5 billion yuan convertible corporate bonds were listed and traded in Shenzhen Stock Exchange from May 22, 2020. The bonds are referred to as “Jiaoke convertible bonds” for short, and the bond code is “128107”. The starting and ending dates of existence are April 22, 2020 to April 22, 2026, The starting and ending date of the conversion is from October 28, 2020 to April 22, 2026. To sum up, Liuhe believes that the issuance and listing of convertible corporate bonds of the company has obtained the necessary internal approval and authorization, and has obtained the approval of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange. 2、 Redemption conditions for this redemption
(I) redemption conditions specified in the prospectus
According to the “conditional redemption” clause stipulated in the prospectus for the public offering of convertible corporate bonds by Zhejiang Communications Technology Co.Ltd(002061) public offering (hereinafter referred to as the “prospectus”) disclosed by the company on April 20, 2020, during the share conversion period, in case of any of the following circumstances, the company has the right to decide to redeem all or part of the convertible corporate bonds that have not been converted at the price of the face value of the bonds plus the accrued interest of the current period:
① Zhejiang Communications Technology Co.Ltd(002061) stock’s closing price shall not be lower than 130% (including 130%) of the current conversion price for at least 15 trading days in any 30 consecutive trading days;
② When the balance of convertible corporate bonds not converted into shares 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 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: Refers to the number of interest days, that is, the actual calendar days from the last interest payment date to the redemption date of this interest year (the beginning does not count the end).
If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, and according to the conversion price and closing price after the adjustment on the trading day after the adjustment.
(II) redemption conditions stipulated in the implementation rules
Article 31 of the implementation rules stipulates: “during the duration of convertible corporate bonds, when the redemption conditions agreed in the prospectus are met, 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”.
(III) Jiaoke convertible bonds have met the redemption conditions
According to the announcement on the listing of Zhejiang Communications Technology Co.Ltd(002061) publicly issued convertible corporate bonds disclosed by the company on May 19, 2020, the initial conversion price of convertible corporate bonds publicly issued by the company is 5.48 yuan / share.
According to the profit distribution plan deliberated and approved by the company’s 2019 annual general meeting of shareholders, the company implements equity distribution, and the conversion price of “Jiaoke convertible bonds” is adjusted from 5.48 yuan / share to 5.36 yuan / share. The adjusted conversion price will take effect from June 3, 2020 (ex rights and ex interests date).
According to the profit distribution plan approved by the company’s 2020 annual general meeting of shareholders, the company implements equity distribution, and the conversion price of “Jiaoke convertible bonds” is adjusted from 5.36 yuan / share to 5.24 yuan / share. The adjusted conversion price will take effect from July 13, 2021 (ex rights and ex interests date).
According to the resolution of the 15th meeting of the 8th board of directors held by the company on May 23, 2022 and the verification of our lawyers on cninfo (www.cn. Info. Com. CN.), the closing price of the company’s shares on at least 15 consecutive trading days from April 7, 2022 to May 23, 2022 is not lower than 130% (including 130%) of the current conversion price (i.e. RMB 5.24 / share) (i.e. RMB 6.81 / share), The conditional redemption terms agreed in the Prospectus have been triggered.
To sum up, Liuhe believes that the company has triggered the conditional redemption terms agreed in the prospectus. According to Article 31 of the implementation rules, it can 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. 3、 Approval of this redemption
On May 23, 2022, the company held the 15th meeting of the 8th board of directors, deliberated and approved the proposal on early redemption of “Jiaoke convertible bonds”, agreed that the company would exercise the conditional redemption right of “Jiaoke convertible bonds”, and redeem all the registered “Jiaoke convertible bonds” without conversion at the price of bond face value plus accrued interest for the current period.
At the same time, the independent directors of the company expressed independent opinions on the above matters, holding that the exercise of the early redemption right of the convertible corporate bonds publicly issued by the company complies with the relevant laws and regulations and the relevant provisions on conditional redemption in the prospectus, and performed the necessary approval procedures, and agreed that the company redeems all the registered “Jiaoke convertible bonds” that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period.
On the same day, the company held the 9th meeting of the 8th board of supervisors, deliberated and approved the proposal on early redemption of “Jiaoke convertible bonds”, agreed that the company would exercise the conditional redemption right of “Jiaoke convertible bonds”, and redeem all registered “Jiaoke convertible bonds” without conversion at the price of bond face value plus accrued interest in the current period.
In conclusion, Liuhe believes that as of the date of issuance of this legal opinion, the redemption of the company has obtained the necessary approval at this stage and is in line with the relevant provisions of the implementation rules and the prospectus. According to the provisions of the implementation rules, the company still needs to announce the review and approval of this redemption, and issue a redemption reminder announcement at least once every five trading days after meeting the redemption conditions. 4、 Concluding observations
To sum up, Liuhe believes that as of the date of issuance of this legal opinion, the redemption has met the relevant conditions in the prospectus and the implementation rules; The redemption has obtained the necessary approval at this stage and complies with the relevant provisions of the implementation rules; The redemption still needs to perform the relevant announcement procedures in accordance with the relevant provisions of the implementation rules.
This legal opinion is made in triplicate.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Zhejiang Liuhe law firm on early redemption of Zhejiang Communications Technology Co.Ltd(002061) convertible corporate bonds)
Zhejiang Liuhe Law Firm
Person in charge: Handling lawyer:
Zheng Jindu, Zhang Qi
Gao Meijuan
