Guohao law firm (Shanghai)
about
East Money Information Co.Ltd(300059) exercise the early redemption right of “Dongcai Zhuan 3”
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5234 1670
Website: http://www.grandall.com.cn.
January 2022
Guohao law firm (Shanghai)
About East Money Information Co.Ltd(300059)
Exercise of “Dongcai Zhuan 3” early redemption right
Legal opinion
To: East Money Information Co.Ltd(300059)
Section I Introduction
1、 Basis of this legal opinion
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of East Money Information Co.Ltd(300059) (hereinafter referred to as “the issuer”, “the company” or “China stock market news”), Served as a special legal adviser for its gem to issue convertible corporate bonds to unspecified objects (hereinafter referred to as “this convertible bond”) and listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the implementation rules of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as the “implementation rules”) and other relevant laws This legal opinion is issued for the Issuer on the exercise of the early redemption right of all non convertible “dongcaizhuan 3” (hereinafter referred to as “this redemption”) in accordance with the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the Shenzhen Stock Exchange and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. 2、 Matters to be declared by lawyers
In order to issue this legal opinion, our lawyer hereby declares as follows:
(I) our lawyers issue legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC; In this legal opinion, our lawyers determine whether certain matters or documents are legal and effective based on the applicable laws and regulations at the time of such matters, and also take full account of the approval and confirmation given by relevant government departments.
(II) our lawyers’ understanding and judgment of the relevant facts involved in this legal opinion depend on the documents, materials, statements and explanations provided to us by the relevant parties. Before issuing this legal opinion, the relevant parties of China stock market news have guaranteed the authenticity of the documents, materials, statements and explanations provided to us and our lawyers Completeness and accuracy, without false records, misleading statements or major omissions; For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments or other relevant units.
(III) our lawyers have performed their statutory duties, followed the principles of diligence and good faith, checked and verified the relevant legal matters of this redemption (limited to the matters expressed in this legal opinion), and are sure that there are no false records, misleading statements and major omissions in this legal opinion.
(IV) our lawyers agree to take this legal opinion as a necessary legal document for the redemption of China stock market news, report it together with other materials, and be responsible for the legal opinion issued according to law.
(V) our lawyers agree that China stock market news quotes the contents of this legal opinion in part or in whole in relevant documents in accordance with the relevant provisions of the CSRC, but when China stock market news makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to the quotation. China stock market news shall ensure to obtain the confirmation of the relevant contents from the exchange and its lawyers before publishing the relevant documents, and timely notify the exchange and its lawyers when making any modification to the relevant documents. (VI) this legal opinion is only for the purpose of this redemption of China stock market news. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Section II main body
1、 Issuance and listing of convertible bonds
(I) approval and authorization of the company
1. On October 20, 2020, the issuer convened the 10th meeting of the 5th board of directors in accordance with established procedures, deliberated and adopted various proposals related to the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”).
2. On November 6, 2020, the issuer convened the third extraordinary general meeting of shareholders in 2020 in accordance with established procedures, deliberated and approved various proposals related to the issuance, and authorized the board of directors and its authorized persons to handle matters related to the issuance.
3. On April 1, 2021, the issuer held the 11th meeting of the 5th board of directors in accordance with established procedures, The proposal on further clarifying the plan for the company to issue convertible corporate bonds to unspecified objects, the proposal on the company to issue convertible corporate bonds to unspecified objects for listing, and the proposal on the company to open a special account for raising funds by issuing convertible corporate bonds to unspecified objects and sign a tripartite supervision agreement were deliberated and adopted, The board of directors of the issuer determined the specific plan of this issuance within the scope of authorization of the general meeting of shareholders, and applied for handling the matters related to the listing of convertible bonds on the Shenzhen Stock Exchange from the date of passing the above proposal.
(II) approval and registration of the CSRC
On March 15, 2021, the China Securities Regulatory Commission issued the reply on Approving the registration of East Money Information Co.Ltd(300059) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 885), approving the issuer’s application for registration of issuing convertible corporate bonds to unspecified objects. The reply is valid within 12 months from the date of consent to registration.
(III) issuance and listing
According to the announcement on the listing of East Money Information Co.Ltd(300059) gem convertible corporate bonds to unspecified objects announced by the company on April 20, 2021, the issuer issued 158 million convertible corporate bonds to unspecified objects on April 7, 2021, with a face value of 100 yuan each and a total issuance amount of 15.8 billion yuan.
With the approval of the Shenzhen Stock Exchange, the convertible bonds will be listed and traded on the Shenzhen Stock Exchange from April 23, 2021. The bonds are referred to as “dongcaizhuan 3” for short and the bond code is “123111”.
2、 This redemption has met the redemption conditions specified in the implementation rules
1. According to the prospectus for issuing convertible corporate bonds to unspecified objects on the East Money Information Co.Ltd(300059) gem (hereinafter referred to as the “prospectus”), the conversion period of “Dongcai Zhuan 3” starts from the first trading day six months after the end of the issuance of convertible bonds to the maturity date of convertible bonds, i.e. October 13, 2021 to April 6, 2027.
According to the “conditional redemption terms” in “11. Redemption terms” of “(x) main terms of this offering” in “II. Overview of this offering” in Section II of the prospectus:
During the period of convertible bonds to shares, if the closing price of the company’s shares for at least 15 consecutive trading days is not less than 130% (including 130%) of the current conversion price, the company has the right to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the convertible bonds plus the accrued interest of the current period. The redemption period of this convertible bond is the same as the conversion period, that is, from the first trading day six months after the date of issuance to the maturity date of this convertible bond.
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 the convertible bonds held by the holders of the convertible bonds;
i: Refers to the coupon rate of this convertible bond in the current year;
t: Refers to the number of interest days, that is, the actual calendar days from the last interest 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 day, and according to the adjusted conversion price and closing price on the adjustment day and subsequent trading days.
In addition, when the balance of the convertible bonds not converted into shares is less than RMB 30 million, the board of directors of the company (or the person authorized by the board of directors) has the right to decide to redeem all the convertible bonds not converted into shares at the price of face value plus accrued interest for the current period.
2. 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.
After proper verification by our lawyers, “Dongcai Zhuan 3” has entered the stock conversion period since October 13, 2021, and the closing price of the company’s shares for at least 15 trading days in 30 consecutive exchanges from January 4, 2022 to January 24, 2022 is not lower than 130% (30.36 yuan / share) of the current stock conversion price (23.35 yuan / share), During the above trading days, the company has not adjusted the price of share conversion.
Accordingly, our lawyers believe that the redemption has met the redemption conditions specified in the implementation rules. 3、 Approval of this redemption
On January 24, 2022, the issuer held the 19th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and adopted the proposal on redemption of all issued convertible corporate bonds, and agreed to exercise the early redemption right of this convertible bond, Redeem all “dongcaizhuan 3” registered after the closing of the market on the redemption registration date at the price of the face value of the convertible bond plus the accrued interest of the current period. The independent directors of the issuer expressed their consent on this matter.
Accordingly, our lawyers believe that the redemption has been deliberated and approved by the board of directors and the board of supervisors of the company, and has obtained the consent of independent directors, which is in line with Article 32 of the implementation rules. According to Article 32 of the implementation rules, the issuer is still required to announce the redemption, and shall publish at least three redemption announcements within five trading days after meeting the redemption conditions. 4、 Concluding observations
In conclusion, our lawyers believe that the redemption of the issuer has met the redemption conditions specified in the detailed rules for implementation, and has been deliberated and approved by the board of directors and the board of supervisors of the issuer. The independent directors have expressed their consent and performed the necessary decision-making procedures, which is in line with the provisions of the detailed rules for implementation and the provisions of the prospectus. The issuer shall also perform relevant announcement procedures in accordance with the implementation rules.
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Section III signature page
(there is no text on this page, which is the signature page of Guohao law firm’s legal opinion on East Money Information Co.Ltd(300059) exercising the early redemption right of “dongcaizhuan 3”)
This legal opinion is issued on January 24, 2022, in 3 originals without copies.
Handling lawyer of Guohao law firm (Shanghai): Lawyer Lin Yana
Person in charge: Handling lawyer: Lawyer Li Qiang, lawyer Xu Xuehua
