Beijing Zhonglun law firm
About China Greatwall Technology Group Co.Ltd(000066)
Legal opinions on the issuance process of non-public offering shares and the compliance of subscription objects
January, 2002
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Beijing Zhonglun law firm
About China Greatwall Technology Group Co.Ltd(000066)
On the compliance of the issuance process and subscription objects of non-public offering shares
Legal opinion
To: China Greatwall Technology Group Co.Ltd(000066)
According to the legal service agreement signed with China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as the "issuer", "company" or " China Greatwall Technology Group Co.Ltd(000066) "), Beijing Zhonglun law firm (hereinafter referred to as "the firm") accepts the entrustment of the issuer to act as the special legal adviser for China Greatwall Technology Group Co.Ltd(000066) non-public offering of shares (hereinafter referred to as "the issuance" or "the non-public offering"), Witness the issuance process of this offering and the compliance of the subscription object, and issue this legal opinion.
The exchange has issued the legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public offering of RMB common shares (hereinafter referred to as the "legal opinion") and the lawyer work report of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public offering of RMB common shares (hereinafter referred to as the "lawyer work report") to the issuer Legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public development of RMB common shares (I) (hereinafter referred to as "supplementary legal opinion (I)"), legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public offering of RMB common shares (II) (hereinafter referred to as "supplementary legal opinion (II)" Legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public development of RMB common shares (III) (hereinafter referred to as "supplementary legal opinion (III)"), legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public offering of RMB common shares (IV) (hereinafter referred to as "supplementary legal opinion (IV)"). The aforementioned legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and supplementary legal opinion (IV) are collectively referred to as "issued lawyer documents".
Unless otherwise stated in this legal opinion, the matters stated in this legal opinion are consistent with those stated in the issued lawyer's documents. Unless otherwise stated in this legal opinion or the context indicates otherwise, the abbreviation used in this legal opinion has the same meaning as that used in the issued lawyer's document.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "measures") and the measures for the administration of securities issuance and underwriting (hereinafter referred to as the "measures for the administration of underwriting") The following legal opinions are issued in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") and other laws, regulations, normative documents and other relevant provisions:
1、 Approval and authorization of this offering
(I) approval and authorization of the issuer
On November 10, 2020 and November 27, 2020, the issuer held the 50th meeting of the seventh board of directors and the sixth extraordinary general meeting of shareholders in 2020 respectively to consider and pass the proposals related to the issuance.
On August 20, 2021, the issuer held the 67th meeting of the seventh board of directors, The proposal on adjusting the plan of non-public offering of A-Shares in 2020, the proposal on the company's plan for non-public offering of A-Shares in 2020 (Revised Draft) and the proposal on the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2020 (Revised Draft) were deliberated and adopted The proposal on the filling measures of the company's diluted spot return of non-public Development Bank A shares in 2020 and the commitments of relevant subjects (Revised Draft) and other proposals related to this issuance adjust the issuance scheme.
On November 25, 2021, the issuer held the fourth extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on extending the validity period of resolutions of the general meeting of shareholders of non-public Development Bank shares and the validity period of relevant authorizations and other proposals related to the issuance, and extended the validity period of resolutions of the general meeting of shareholders and the validity period of relevant authorizations.
(II) Official Reply of the state owned Assets Administration Department
On November 26, 2020, China Electronics Group issued the reply on China Greatwall Technology Group Co.Ltd(000066) 2020 non-public Development Bank A-share scheme, which agreed to the issuer's issuance in principle.
(III) review opinions of the Department in charge of military matters
On August 25, 2020, the State Administration of science, technology and industry for National Defense issued the opinions of the State Administration of science, technology and industry for national defense on the review of China Greatwall Technology Group Co.Ltd(000066) capital operation involving military matters (kegongji [2020] No. 689), which agreed with the company's capital operation in principle, and the review opinions are still within the validity period.
In addition, the issuer has obtained the approval document for information exemption from disclosure issued by the Bureau of science, technology and industry for national defense, and has conducted exemption from disclosure or declassification of the classified information in the application document accordingly.
(IV) approval of CSRC
On November 29, 2021, the application for this offering was approved by the issuance Audit Committee of the CSRC.
On December 16, 2021, the issuer received the reply on approving China Greatwall Technology Group Co.Ltd(000066) non-public offering of shares (zjxk [2021] No. 3926) issued by the CSRC. The CSRC approved the issuer's non-public offering of no more than 878454615 new shares, and the reply was valid within 12 months from the date of approval.
In conclusion, our lawyers believe that the issuer has obtained the necessary approval and authorization for this issuance.
2、 Compliance of the issuance process and results
After verification by our lawyers, the issuance process and results of this issuance are as follows:
(I) subscription invitation and sending object of this offering
On December 17, 2021, the issuer and China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) ") and China Merchants Securities Co.Ltd(600999) (together with " China Securities Co.Ltd(601066) ", referred to as the "joint lead underwriter") submitted the list of investors to whom China Greatwall Technology Group Co.Ltd(000066) intends to send the subscription invitation to the CSRC, The list of investors who intend to send the subscription invitation includes 20 of the issuer's top 20 shareholders (excluding the controlling shareholders, actual controllers, directors, supervisors, senior managers of the issuer and the joint lead underwriters and their related parties controlling or exerting significant influence), 62 fund companies, 63 securities companies, 31 insurance companies 61 investors have expressed their intention to subscribe.
From the submission of the issuance plan document to the CSRC (December 17, 2021) to the Subscription Date (January 5, 2022), the issuer and the joint lead underwriter will increase 38 investors who intend to send the subscription invitation.
From December 30, 2021 to January 4, 2022, the co lead underwriters sent the invitation for subscription of China Greatwall Technology Group Co.Ltd(000066) non-public Development Bank shares (hereinafter referred to as the "invitation for subscription") and its annex China Greatwall Technology Group Co.Ltd(000066) quotation for subscription of non-public offering shares (hereinafter referred to as the "quotation for subscription") and other documents to the above-mentioned specific investors by e-mail.
The invitation for subscription includes the subscription object and conditions, subscription time and subscription method, issuance price, issuance object, determination procedures and rules of the number of shares allocated, etc; The subscription quotation includes the consent to participate in the subscription according to the subscription conditions and rules determined in the subscription invitation, and the consent to pay the subscription amount according to the issuance price, subscription amount and time finally confirmed by the issuer.
After verification, our lawyers believe that the contents of subscription invitation documents such as subscription invitation, subscription quotation and so on are legal and valid; The sending scope of the issuer's subscription invitation documents for this offering complies with the underwriting management measures, implementation rules and other laws and regulations and the provisions of the issuer's general meeting of shareholders on the relevant resolutions of this offering.
(II) subscription quotation of this offering
Witnessed by the lawyers of the firm, the issuer and the joint lead underwriter received valid application quotations submitted by 30 investors from 8:30 a.m. to 11:30 a.m. on January 5, 2022. The specific subscription quotations are as follows:
Serial number investor name subscription price (yuan / share) subscription amount (10000 yuan)
1. Shanghai Mingda industry (Group) Co., Ltd. 11.45 8800
12.85 8,800
2. Shenzhen Qianhai Huaqiang Financial Holding Co., Ltd. 12.29 9200
11.87 9,500
Dongying Linglong Jinshan Investment Management Co., Ltd-
3. 14.28 10,000
Linglong Xinchuang No. 1 private equity investment fund
4. Zheshang Securities Co.Ltd(601878) 13.00 8,800
5. China North Industry Co., Ltd. 14.18 16000
14.25 8,800
6. Shenzhen Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) Futures Co., Ltd. 12.85 8800
12.29 8,800
14.25 8,800
Shenzhen Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) Capital Operation Co., Ltd
7. 12.85 8,800
department
12.29 8,800
8. Dai Yi 13.35 10000
13.52 20,000
9. China Huarong Asset Management Co., Ltd. 13.03
