Deheng Shanghai law firm
About Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619)
Early redemption of convertible corporate bonds
Legal opinion
23 / F, White Magnolia Plaza, 501 dongdaming Road, Hongkou District, Shanghai
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Deheng Shanghai law firm
About Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619)
Early redemption of convertible corporate bonds
Legal opinion
Deheng 02f20220029- 00001 to: Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619)
Entrusted by Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) (hereinafter referred to as "the company" or "the issuer"), Deheng Shanghai law firm, in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law"), the company law of the people's Republic of China (hereinafter referred to as "the company law") and the Listing Rules of gem shares of Shenzhen Stock Exchange 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 China Securities Regulatory Commission (hereinafter referred to as the "CSRC") According to the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), in accordance with the requirements of the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued on the early redemption of convertible corporate bonds (hereinafter referred to as "this redemption").
In order to issue this legal opinion, the handling lawyer of this 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、 In accordance with the current laws and regulations of China and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the handling lawyers of the exchange only express legal opinions on the facts that have occurred or exist before the issuance date of this legal opinion.
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 the authentic original written materials, copies or oral testimony necessary for issuing this legal opinion, 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, and now issues the following legal opinions: I. The issuance and listing of convertible corporate bonds redeemed this time
(I) approval and authorization of the issuer
On November 23, 2018, the issuer held the 24th Meeting of the second board of directors, The proposal on the company's compliance with the conditions for public issuance of convertible corporate bonds, 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 submitting to the general meeting of shareholders to authorize the board of directors of the company to handle the specific matters of this public issuance of convertible corporate bonds were deliberated and adopted And other proposals related to this offering, and proposed to convene the third extraordinary general meeting of shareholders in 2018. On December 11, 2018, The issuer held the third extraordinary general meeting of shareholders in 2018 and considered and passed 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 and the proposal on the company's plan for public issuance of convertible corporate bonds Proposals related to this issuance, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle the specific matters of this public offering of convertible corporate bonds.
On October 28, 2019, the issuer held the fifth meeting of the third board of directors, deliberated and approved the proposal on extending the validity period of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds and 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 proposed to convene the first extraordinary general meeting of shareholders in 2019. On the same day, the independent directors of the issuer issued the independent opinions of Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) independent directors on relevant matters of the fifth meeting of the third board of directors and agreed to extend the validity period and authorization period of the resolution of the general meeting of shareholders of the company's public offering of convertible corporate bonds. On the same day, the issuer held the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds, and agreed to extend the relevant matters of the validity period of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds.
On November 18, 2019, the issuer held the first extraordinary general meeting of shareholders in 2019, deliberated and passed the proposal on extending the validity period of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds and 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, Agree to extend the validity period and authorization period of the resolution of the general meeting of shareholders of the company's public offering of convertible corporate bonds.
On January 9, 2020, the seventh meeting of the third board of directors of the issuer deliberated and adopted the proposal on the company's public issuance of convertible corporate bonds, the proposal on the company's public issuance of convertible corporate bonds and listing, and the proposal on the company's opening of a special account for raising funds by publicly issuing convertible corporate bonds and signing a supervision agreement for raising funds. The issuer will handle matters related to the listing after the issuance of convertible corporate bonds.
According to the authorization of the issuer's third extraordinary general meeting in 2018, the adjustment and refinement of the above-mentioned issuance plan belong to the matters within the scope of authorization of 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 November 1, 2019, the CSRC examined and approved the issuer's application for public issuance of convertible corporate bonds.
On November 27, 2019, the CSRC issued the reply on approving Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) public issuance of convertible corporate bonds (zjxk [2019] No. 2559), approving the issuer to publicly issue convertible corporate bonds with a total face value of RMB 1.6666 million for a period of 6 years. (III) consent of Shenzhen Stock Exchange
On February 12, 2020, the Shenzhen Stock Exchange issued the notice on the listing and trading of Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) convertible corporate bonds (SZS [2020] No. 80), agreeing that the 1.6666 million yuan convertible corporate bonds issued by the issuer will be listed and traded on the Shenzhen Stock Exchange from February 14, 2020. The bonds are referred to as "Yinhe convertible bonds" for short and the bond code is "123042".
To sum up, 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 China Securities Regulatory Commission 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 the public offering of convertible corporate bonds on the Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) gem (hereinafter referred to as the prospectus), "During the conversion period of convertible bonds issued this time, if the closing price of the company's shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price , or when the balance of the convertible bonds issued this time is less than RMB 30 million, the company has the right to redeem all or part of the convertible bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period.
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 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 conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days. "
(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.
According to the announcement on the listing of Foshan Golden Milky Way Intelligent Equipment Co.Ltd(300619) convertible corporate bonds disclosed by the Issuer on February 13, 2020, the initial conversion price of the issuer's redemption of convertible corporate bonds is 24.46 yuan / share.
According to the announcement on the adjustment of convertible corporate bond conversion price disclosed by the Issuer on July 9, 2020, due to the implementation of 2019 annual equity distribution by the company, the conversion price of "Galaxy convertible bonds" is adjusted from 24.46 yuan / share to 24.40 yuan / share, and the adjusted conversion price will take effect from July 17, 2020.
According to the announcement on the adjustment of convertible corporate bond conversion price disclosed by the Issuer on June 18, 2021, due to the implementation of the 2020 annual equity distribution by the company, the conversion price of "Galaxy convertible bonds" is adjusted from 24.40 yuan / share to 24.38 yuan / share, and the adjusted conversion price will take effect from June 24, 2021.
According to the announcement on the adjustment of convertible corporate bond conversion price disclosed by the Issuer on December 7, 2021, as the company issues 7150000 shares to specific objects, the conversion price of "Galaxy convertible bonds" is adjusted from 24.38 yuan / share to 23.59 yuan / share. The adjusted conversion price will take effect from December 10, 2021.
According to the resolution of the 23rd Meeting of the third board of directors held by the Issuer on January 24, 2022 and verified by the handling lawyer of the exchange, from January 4, 2021 to January 24, 2022, The closing price of the issuer's shares on 15 of the 30 consecutive trading days is not lower than 130% (30.67 yuan / share) of the current conversion price of "Galaxy convertible bonds" (23.59 yuan / share), which has triggered the conditional redemption terms agreed in the prospectus.
To sum up, the handling lawyer of the exchange believes that the issuer has triggered the conditional redemption terms specified in the prospectus, and this redemption complies with the provisions of Article 31 of the implementation rules.
3、 Approval of this redemption
On January 24, 2022, the issuer held the 23rd Meeting of the third board of directors, deliberated and passed the proposal on early redemption of "Galaxy convertible bonds". Due to triggering the conditional redemption terms agreed in the prospectus, the board of directors of the company agreed to exercise the early redemption right of "Galaxy convertible bonds".
On January 24, 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. At the same time, the company performed the necessary approval procedures and agreed to the early redemption of "Galaxy convertible bonds" by the issuer.
On January 24, 2022, the issuer held the 18th meeting of the third board of supervisors, deliberated and passed the proposal on early redemption of "Galaxy 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 "Galaxy convertible bonds".
To sum up, the handling lawyer of the exchange believes that the redemption of the issuer has been approved by the board of directors of the company and complies with the provisions of the implementation rules and other relevant laws, administrative regulations and normative documents. The issuer still needs to perform the obligation of information disclosure in accordance with the provisions of the implementation rules.
4、 Concluding observations
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 is still required to perform relevant information disclosure obligations in accordance with the implementation rules. This legal opinion is made in triplicate, which shall come into force after being signed by the handling lawyer and stamped with the official seal of the office.
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