Beijing Deheng (Taiyuan) law firm
Legal opinion on Shanxi Tond Chemical Co.Ltd(002360) early redemption of convertible corporate bonds
Add: 26th floor, building T4, China Resources Building, No. 1, Changxing Road, Changfeng business district, Taiyuan, Shanxi Tel: 0351-8395811 Fax: 0351-8395822 zip code: 030006
Beijing Deheng (Taiyuan) law firm
About Shanxi Tond Chemical Co.Ltd(002360)
Legal opinions on early redemption of convertible corporate bonds
Deheng [20g20220004] to: Shanxi Tond Chemical Co.Ltd(002360)
Beijing Deheng (Taiyuan) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shanxi Tond Chemical Co.Ltd(002360) (hereinafter referred to as “the issuer” or “the company”) to act as the special legal adviser for its early redemption of convertible corporate bonds (hereinafter referred to as “the redemption”). Now, in accordance with the company law of the people’s Republic of China The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “business handling”), our lawyers issue this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, we hereby make the following statement:
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the professional rules for securities legal business of law firms (for Trial Implementation), 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 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、 The issuer has issued a written commitment to the exchange to ensure that it has provided the exchange with the original written materials, copies, copies, written instructions or oral testimony necessary for the issuance of this legal opinion, and that the documents and materials provided are true, accurate, complete and effective without false records, misleading statements or major omissions, The relevant copies or copies shall be consistent with the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents and written statements issued by relevant government departments and other public institutions to express legal opinions. 3、 The exchange will only express its opinions on the legal issues related to this application in accordance with the provisions of the laws, regulations and normative documents in force in China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) on the date of issuance of this legal opinion, and will not express its opinions on non legal professional matters such as accounting, asset evaluation and investment decision-making. The quotation of certain data and conclusions in relevant accounting statements, audit reports and asset evaluation reports in this legal opinion shall not be deemed as any express or implied guarantee or guarantee made by the exchange for such data and relevant conclusions. 4、 The exchange agrees to take this legal opinion as a necessary legal document for the issuer’s redemption and report it together with other application materials. This legal opinion is only used by the issuer for the purpose of this redemption. Without the written consent of the exchange, no unit or individual may use this legal opinion for any other purpose.
1、 Approval, issuance and listing of convertible corporate bonds redeemed this time
(I) approval and authorization of the issuer
1. On March 30, 2019, the issuer held the 16th meeting of the 6th board of directors, The report on the use of the previously raised funds, the proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on the plan for the company’s public issuance of convertible corporate bonds, and the proposal on the feasibility analysis of the use of the funds raised by the company’s current issuance of convertible corporate bonds were deliberated and adopted Plan for public issuance of convertible corporate bonds, proposal on rules of meeting of bondholders of convertible corporate bonds, proposal on diluting immediate return, taking filling measures and relevant commitments of public issuance of convertible corporate bonds, proposal on the guarantee provided by the company and its subsidiaries for the issuance of convertible corporate bonds The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public issuance of convertible corporate bonds and other proposals related to the issuance, and agreed to submit the above proposals to the general meeting of shareholders of the issuer for deliberation.
2. On April 23, 2019, the issuer held the 2018 annual general meeting of shareholders, The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on the plan for the company’s public issuance of convertible corporate bonds, the proposal on the feasibility analysis of the use of funds raised by the company’s current issuance of convertible corporate bonds, and the plan for the company’s public issuance of convertible corporate bonds were reviewed and approved Proposal on meeting rules of bondholders of convertible companies, proposal on diluting immediate return, taking filling measures and relevant commitments for public issuance of convertible corporate bonds, proposal on providing guarantee for the issuance of convertible corporate bonds by the company and its subsidiaries The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this public offering of convertible corporate bonds and other proposals related to this offering, and authorize the board of directors of the company to handle the specific matters related to this public offering of convertible corporate bonds and listing.
3. On May 18, 2019, the issuer held the third meeting of the seventh board of directors, The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on adjusting the plan for public issuance of convertible corporate bonds, the proposal on Revising the plan for public issuance of convertible corporate bonds, and the proposal on Revising the feasibility analysis report on the use of funds raised by the company’s public development of convertible corporate bonds were reviewed and adopted Proposals such as the proposal on Amending the measures for diluting the immediate return and filling in the public issuance of convertible corporate bonds.
4. On July 1, 2019, the issuer held the fourth meeting of the seventh board of directors, The proposal on adjusting the plan for public issuance of convertible corporate bonds, the proposal on Revising the plan for public issuance of convertible corporate bonds and the proposal on Revising the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds were deliberated and adopted Proposals such as the proposal on Amending the measures for diluting the immediate return and filling in the public issuance of convertible corporate bonds.
(II) approval of CSRC
Approved by the reply on Shanxi Tond Chemical Co.Ltd(002360) public issuance of convertible corporate bonds (zjxk [2019] No. 2319) issued by the China Securities Regulatory Commission, the issuer issued convertible corporate bonds with a total face value of 144.28 million yuan to the public for a period of 6 years.
(III) issuance and listing
On April 20, 2020, the issuer issued the announcement on the listing of Shanxi Tond Chemical Co.Ltd(002360) public issuance of convertible corporate bonds. With the consent of “SZS [2020] No. 293” document of Shenzhen Stock Exchange, the company’s 144.28 million yuan convertible corporate bonds will be listed and traded in Shenzhen Stock Exchange from April 21, 2020. The bonds are referred to as “Tongde convertible bonds” for short, and the bond code is 128103.
2、 This redemption has met the redemption conditions specified in the implementation rules
(I) redemption conditions specified in the prospectus
According to the prospectus for the public offering of convertible corporate bonds of Shanxi Tond Chemical Co.Ltd(002360) (hereinafter referred to as the “prospectus”) and the announcement on the public offering of convertible corporate bonds of Shanxi Tond Chemical Co.Ltd(002360) announced by the Issuer on March 24, 2020, the convertible corporate bonds issued by the issuer this time
The conversion period starts from the first trading day (October 9, 2020) after the expiration of six months from the date of issuance of convertible corporate bonds (April 1, 2020) to the maturity date of convertible corporate bonds (March 25, 2026). According to the prospectus, during the conversion period, in case of any of the following two situations, the company has the right to decide to redeem all or part of the convertible bonds that have not been converted into shares at the price of bond face value plus accrued interest:
1. During the conversion period of convertible bonds issued this time, if the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price;
2. When the balance of convertible 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 bonds to be redeemed held by the holders of convertible bonds issued this time;
i: Refers to the coupon rate of convertible 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) redemption conditions stipulated in the implementation rules
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.
(III) the issuer has met the redemption conditions
According to the announcement on the listing of Shanxi Tond Chemical Co.Ltd(002360) publicly issued convertible corporate bonds announced by the Issuer on March 24, 2020, the initial conversion price of the convertible corporate bonds “Tongde convertible bonds” issued by the issuer this time is 5.33 yuan / share.
According to Shanxi Tond Chemical Co.Ltd(002360) announcement on the adjustment of convertible corporate bond conversion price and Shanxi Tond Chemical Co.Ltd(002360) 2019 annual equity distribution implementation announcement announced by the Issuer on May 19, 2020, due to the implementation of the 2019 annual equity distribution plan, the issuer will distribute cash dividends of RMB 1.5 (tax included) to all shareholders for every 10 shares, without giving bonus shares or increasing share capital with accumulation fund. The conversion price of Tongde convertible bonds is adjusted from 5.33 yuan / share to 5.18 yuan / share, and the effective date of the conversion price adjustment is May 25, 2020.
According to Shanxi Tond Chemical Co.Ltd(002360) announcement on the price adjustment of convertible corporate bonds and Shanxi Tond Chemical Co.Ltd(002360) announcement on the implementation of annual equity distribution in 2020 announced by the Issuer on May 19, 2021, due to the implementation of the 2020 annual equity distribution plan, the issuer will distribute cash dividends of RMB 1.0 (including tax) to all shareholders for every 10 shares, without giving bonus shares or increasing share capital with accumulation fund. The conversion price of Tongde convertible bonds is adjusted from 5.18 yuan / share to 5.08 yuan / share, and the effective date of the conversion price adjustment is May 25, 2021.
According to the resolution of the 19th meeting of the 7th board of directors held by the Issuer on January 24, 2022 and verified by the lawyers of the exchange, the closing price of the issuer’s shares for 15 trading days from January 4, 2022 to January 24, 2022 is not less than 130% (including 130%) of the current conversion price (i.e. 6.604 / share), The conditional redemption terms agreed in the Prospectus have been triggered.
The lawyers of the firm believe that the redemption of the issuer meets the conditions stipulated in Article 31 of the detailed rules for the implementation of the law. 3、 The redemption has been approved by the board of directors of the company
On January 24, 2022, the issuer held the 19th meeting of the seventh board of directors, deliberated and adopted the proposal on early redemption of “Tongde convertible bonds”. The board of directors agrees that the company shall exercise the early redemption right of “Tongde convertible bonds” and redeem all the “Tongde convertible bonds” that have not been converted into shares at the price of bond face value plus accrued interest in the current period. The independent directors of the company have expressed their independent opinions on these matters.
Our lawyers believe that the redemption has been approved by the board of directors of the company, and the redemption has obtained the necessary approval at this stage, which is in line with the relevant provisions of the implementation rules and the prospectus; The issuer shall also announce the review and approval of this redemption in accordance with the provisions of the implementation rules and business handling, and shall publish a redemption announcement at least once every five trading days after meeting the redemption conditions.
4、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer’s redemption has met the relevant conditions for redemption of convertible corporate bonds specified 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; This redemption still needs to perform relevant announcement procedures in accordance with the provisions of the implementation rules.
This legal opinion shall come into force after being signed by the person in charge of the office and the undertaking lawyer and stamped with the official seal of the office.
(no text below)
Legal opinion of Beijing Deheng (Taiyuan) law firm on early redemption of convertible bonds
(this page is the signature page of the legal opinion of Beijing Deheng (Taiyuan) law firm on Shanxi Tond Chemical Co.Ltd(002360) early redemption of convertible bonds)
Beijing Deheng (Taiyuan) law firm
person in charge:
