Shanghai jintiancheng law firm
About Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Early redemption of convertible corporate bonds
Legal opinion
Address: 9/11/12 building, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai. Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
About Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Early redemption of convertible corporate bonds
Legal opinion
To: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Shanghai jintiancheng law firm (hereinafter referred to as "jintiancheng" or "the exchange") accepts the entrustment of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (hereinafter referred to as "the company", "002860}" or "the issuer") and acts as the special legal adviser for the issuer's public issuance of A-share convertible corporate bonds in 2019 in accordance with the special legal service contract signed between the issuer and the exchange.
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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, regulations and other normative documents, This legal opinion is issued for the matters related to the redemption of the company in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
introduction
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and 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 and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. Our lawyers only express legal opinions on legal issues related to this redemption, and do not express legal opinions on non legal matters such as audit and investment decision-making. In the identification of relevant matters, the documents obtained by our lawyers from relevant accounting firms shall be used as the basis for issuing relevant opinions after our lawyers perform the general duty of care of ordinary people. The relevant contents of the audit report and other professional reports involved in this legal opinion are quoted in strict accordance with the reports issued by relevant intermediaries, which does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The lawyer of the firm has fulfilled the obligation of special attention and checked the subject qualification of the intermediary and its signatories who issued professional reports such as audit reports for the company's redemption.
3. The company has made a commitment to our lawyers to ensure that it has provided complete, true and accurate original written materials, copies, written confirmation letters, explanatory letters and other documents necessary for our lawyers to issue this legal opinion, The company guarantees that all facts and documents sufficient to affect any relevant conclusion of this legal opinion and other relevant documents issued by the exchange have been disclosed to the exchange, and there is no omission, concealment, falsehood or misleading. The company guarantees that the signatures and / or seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals.
4. Our lawyer agrees to take this legal opinion as a necessary legal document for the company's redemption, report or announce it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued by our lawyer according to law.
5. Our lawyer agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for the implementation of this redemption, but when making the above quotation, it shall not lead to legal ambiguity or misinterpretation due to quotation. 6. This legal opinion is only used by the company for the purpose of this redemption. Without the written consent of our lawyer, it shall not be used for any other purpose, or quoted and relied on by any other person.
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1、 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) listing of convertible corporate bonds
The company held the second extraordinary general meeting of shareholders in 2019 on July 23, 2019, deliberated and approved the proposal on the public issuance of convertible corporate bonds and other proposals, and authorized the board of directors to handle matters related to the public issuance of convertible corporate bonds.
Approved by the reply on approving Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) public issuance of convertible corporate bonds (zjxk [2019] No. 2859) of China Securities Regulatory Commission, the company publicly issued 2.8 million convertible corporate bonds on January 16, 2020, with a face value of 100 yuan each and a total issuance amount of 280 million yuan.
With the consent of Shenzhen Stock Exchange, the company's 280 million yuan convertible corporate bonds will be listed and traded on the Shenzhen Stock Exchange from February 19, 2020. The bonds are referred to as "xingshuai convertible bonds", the bond code is "128094", and the number of issued bonds is 2.8 million, with a face value of 100 yuan each.
In conclusion, our lawyers believe that the issuer's public issuance and listing of convertible corporate bonds has performed the necessary internal decision-making procedures according to law, and the relevant authorization and approval are legal and effective; The public issuance and listing of convertible corporate bonds by the issuer has been approved by the China Securities Regulatory Commission and approved by the Shenzhen Stock Exchange.
2、 This redemption has met the redemption conditions specified in the implementation rules
(I) redemption terms
According to the Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) prospectus for public issuance of A-share convertible corporate bonds (hereinafter referred to as the "prospectus for convertible bonds"), during the conversion period, when any of the following two situations occurs, 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 of the current period:
1. During the conversion period, if the closing price of the company's shares for at least 15 trading days in any 30 consecutive 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 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, 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) triggered redemption
According to the prospectus for convertible bonds, the conversion period of convertible corporate bonds issued by the company starts from the first trading day after the expiration of six months from the date of issuance of convertible bonds to the maturity date of convertible corporate bonds (i.e. from July 22, 2020 to January 16, 2026), and the initial conversion price is 23.92 yuan / share.
The company implemented equity distribution in 2019, distributed 2.10 yuan in cash (including tax) to all shareholders for every 10 shares, and increased 7 shares for every 10 shares to all shareholders with capital reserve. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of "xingshuai convertible bonds" was adjusted from 23.92 yuan / share to 13.95 yuan / share. The adjusted conversion price will take effect from May 7, 2020. The company implemented equity distribution in 2020 and distributed 1.50 yuan in cash (including tax) to all shareholders for every 10 shares. According to the relevant provisions of the prospectus for convertible bonds and the relevant provisions of the CSRC on the issuance of convertible bonds, the conversion price of "xingshuai convertible bonds" is adjusted from 13.95 yuan / share to 13.80 yuan / share. The adjusted conversion price will take effect from June 8, 2021.
The closing price of the company's shares (stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ; Stock Code: 002860) for at least 15 consecutive 30 trading days from June 28, 2021 to August 6, 2021 was not lower than 130% (including 130%) of the current conversion price of 13.80 yuan / share of "xingshuai convertible bonds" (i.e. 17.94 yuan / share), Trigger the conditional redemption terms agreed in the prospectus for convertible bonds. The company held the 11th meeting of the 4th board of directors on August 10, 2021, deliberated and adopted the proposal on not redeeming "xingshuai convertible bonds" in advance. Combined with the market situation and its actual situation at that time, the board of directors of the company decided not to exercise the early redemption right of "xingshuai convertible bonds" and not to redeem "xingshuai convertible bonds" in advance. At the same time, the board of directors of the company decided that from the date of announcement disclosure (i.e. August 11, 2021) to December 31, 2021, the company would not exercise the right to advance redemption when the conditional redemption terms were triggered. Recalculated on the first trading day after January 1, 2022, if the "xingshuai convertible bond" triggers the conditional redemption clause again, the board of directors will hold a separate meeting to decide whether to exercise the early redemption right of "xingshuai convertible bond".
The closing price of the company's shares for at least 15 consecutive 30 trading days from December 13, 2021 to January 24, 2022 (i.e. January 4, 2022 to January 24, 2022) is not less than 130% (including 130%) of the current conversion price of 13.80 yuan / share of "xingshuai convertible bonds" (i.e. 17.94 yuan / share), The conditional redemption terms agreed in the prospectus for convertible bonds have been triggered.
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.
In conclusion, our lawyers believe that this redemption of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) meets the situation stipulated in Article 31 of the implementation rules that "when the redemption conditions agreed in the prospectus are met during the duration of convertible corporate bonds, the issuer can exercise the redemption right and redeem all or part of the convertible corporate bonds that have not been converted at the agreed price".
3、 The redemption has fulfilled the corresponding decision-making procedures
The company held the 15th meeting of the 4th board of directors on January 24, 2022, deliberated and approved the proposal on early redemption of "xingshuai convertible bonds", and agreed to exercise the conditional redemption right of "xingshuai convertible bonds", Redeem all the "xingshuai convertible bonds" registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the redemption registration date at the price of bond face value plus accrued interest of the current period. The independent directors of the company expressed their opinions on this matter.
In conclusion, our lawyers believe that the redemption has been deliberated and approved by the board of directors of the company, which is in line with the provisions of Article 32 of the implementation rules. However, Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) it is still necessary to announce the deliberation and approval of the redemption in accordance with the provisions of the implementation rules, and make at least three redemption announcements within five trading days after meeting the redemption conditions.
4、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) has met the redemption conditions of convertible corporate bonds specified in the implementation rules and the prospectus for convertible bonds, and this redemption has been approved by the board of directors of the company, and the relevant announcement procedures have yet to be performed in accordance with the implementation rules.
This legal opinion shall come into force after being signed by the handling lawyer and the person in charge of the office and stamped with the official seal of the office.
(there is no text below, which is the page of signature and seal)
(there is no text on this page, which is about Hangzhou Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Electric Appliance Co., Ltd. by Shanghai jintiancheng law firm
(signature page of legal opinion on early redemption of convertible corporate bonds)
Handling lawyer of Shanghai jintiancheng law firm:
Lao Zhengzhong
Person in charge: Handling lawyer:
Gu Gongyun, Cao Lihui
January 24, 2022
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