Beijing Jindu law firm
About Org Technology Co.Ltd(002701)
Legal opinion on early redemption of convertible corporate bonds
To: Org Technology Co.Ltd(002701)
Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) accepts the entrustment of Org Technology Co.Ltd(002701) (hereinafter referred to as the company or Org Technology Co.Ltd(002701) ), in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The China Securities Regulatory Commission (hereinafter referred to as the CSRC) measures for the administration of securities issuance by listed companies (revised in 2020) (Order No. 163 of the CSRC, hereinafter referred to as the administrative measures) Shenzhen Stock Exchange (hereinafter referred to as SZSE), the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (SZS [2018] No. 655, hereinafter referred to as the detailed rules) and other currently effective laws, administrative regulations, departmental rules and normative documents, as well as the provisions of the Org Technology Co.Ltd(002701) articles of Association (hereinafter referred to as the articles of association), This legal opinion is issued on matters related to early redemption involved in the implementation of Org Technology Co.Ltd(002701) convertible corporate bonds (hereinafter referred to as this Redemption).
In order to issue this legal opinion, the office and the handling lawyer 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 to consult, including the relevant records, materials and documents provided by Org Technology Co.Ltd(002701) 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), It 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, instructions, confirmation letters and certificates required by Jindu and the handling lawyer to issue this legal opinion;
(II) all documents, materials, statements and explanations provided by it to Kindu 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.
Kindu only gives opinions on legal issues related to Org Technology Co.Ltd(002701) This redemption, but does not give 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 makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange does not have the appropriate qualification to verify and evaluate such data.
In accordance with 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), Jindu and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
Jindu agrees that the company will submit this legal opinion as one of the necessary documents for Org Technology Co.Ltd(002701) to Shenzhen stock exchange for announcement along with other materials, and bear corresponding legal liabilities for the legal opinion issued.
This legal opinion is only for Org Technology Co.Ltd(002701) the purpose of this redemption and shall not be used for any other purpose. Kindu agrees Org Technology Co.Ltd(002701) to quote the relevant contents of this legal opinion in the relevant documents prepared by it for the implementation of this redemption, but shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the corresponding contents of the above relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Kindu issued the following legal opinions:
1、 Issuance and listing of convertible corporate bonds redeemed this time
(I) internal approval and authorization of the company
1. Approval of the board of directors of the company
On May 23, 2019, the company held the third meeting of the third board of directors in 2019, 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, the proposal on the company’s plan for public issuance of convertible corporate bonds, and the proposal on the company’s need not to prepare the report on the use of funds raised in the previous time Proposal on the feasibility analysis report on the use of funds raised by the company’s public offering of convertible corporate bonds, proposal on diluting the immediate return and filling measures of convertible corporate bonds and commitments of relevant subjects, proposal on formulating < Org Technology Co.Ltd(002701) rules for the meeting of bondholders of convertible companies 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 and other proposals related to the public issuance of convertible corporate bonds.
On February 6, 2020, the company held the first meeting of the third board of directors in 2020, deliberated and passed the proposal on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds and the proposal on the listing of the company’s public issuance of convertible corporate bonds. The board of directors of the company determined the specific scheme of the company’s issuance of convertible corporate bonds within the authorization of the general meeting of shareholders, After the issuance of convertible corporate bonds, apply for the listing of convertible corporate bonds in Shenzhen Stock Exchange, and authorize the company’s management and its authorized representative to handle specific matters.
2. Approval and authorization of the general meeting of shareholders of the company
On June 10, 2019, the company held the second 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, and the proposal that the company does not need to prepare the report on the use of funds raised in the previous time were reviewed and adopted Proposal on the feasibility analysis report on the use of funds raised by the company’s public offering of convertible corporate bonds, proposal on diluting the immediate return and filling measures of convertible corporate bonds and commitments of relevant subjects, proposal on formulating < Org Technology Co.Ltd(002701) rules for the meeting of bondholders of convertible companies 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 and other proposals related to the public issuance of convertible corporate bonds.
(II) approval of CSRC
On December 6, 2019, China Securities Regulatory Commission issued the reply on approving Org Technology Co.Ltd(002701) public issuance of convertible corporate bonds (zjxk [2019] No. 2700), approving the company to issue convertible corporate bonds with a total face value of 1086.8 million yuan to the public for a period of 6 years.
(III) issuance and listing
On February 17, 2020, the company disclosed the announcement on the issuance results of Org Technology Co.Ltd(002701) public issuance of convertible corporate bonds. The company publicly issued 1086.8 million yuan of convertible corporate bonds with a face value of 100 yuan each, a total of 10.868 million pieces, which were issued at face value.
On March 12, 2020, the company disclosed the announcement on the listing of Org Technology Co.Ltd(002701) public issuance of convertible corporate bonds. With the consent of SZS [2020] No. 137 document of Shenzhen Stock Exchange, the company’s 1086.8 million yuan convertible corporate bonds were listed and traded on Shenzhen Stock Exchange from March 16, 2020. The bonds are referred to as “Aorui convertible bonds” for short and the bond code is “128096”, The duration starts and ends from February 11, 2020 to February 11, 2026, and the conversion starts and ends from August 17, 2020 to February 11, 2026.
In conclusion, Jindu 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 terms” stipulated in the prospectus for public offering of convertible corporate bonds disclosed by the company on February 7, 2020, during the share conversion period, in case of any of the following two situations, 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:
A. During the conversion period of convertible corporate bonds issued this time, if the closing price of the company’s A-share shares for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price; B. When the balance of convertible corporate bonds issued this time is less than 30 million yuan.
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 adjusted conversion price and closing price on the trading day after the adjustment.
(II) redemption conditions stipulated in the implementation rules
Article 31 of the implementation rules stipulates that “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”.
According to the resolution of the first meeting of the Fourth Board of directors in 2022 held on January 24, 2022 and verified by our lawyers on http://www.cn.info.com.cn/, the closing price of the company’s shares for 15 consecutive trading days from January 4, 2021 to January 24, 2022 is not less than 130% (including 130%) of the current conversion price, The conditional redemption terms agreed in the Prospectus have been triggered.
In conclusion, Jindu believes that the company has triggered the conditional redemption clause in the prospectus, and 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 in accordance with Article 31 of the implementation rules.
3、 Approval of this redemption
On January 24, 2022, the company held the first meeting of the Fourth Board of directors in 2022, deliberated and approved the proposal on early redemption of “Aorui convertible bonds”, and agreed that the company would exercise the right of early redemption of “Aorui convertible bonds”, Redeem all the “Aorui 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.
To sum up, Kindu believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval at this stage for this redemption, which 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
In conclusion, Kindu 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.
(there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jindu law firm on early redemption of Org Technology Co.Ltd(002701) convertible corporate bonds)
Handling lawyer of Beijing Jindu law firm: Zhou Ning
Fan Lingli
Person in charge: Wang Ling
January, 2002
