Beijing Zhonglun law firm
About Shandong Delisi Food Co.Ltd(002330)
Legal opinion on the issuance process of non-public offering of A-Shares and the compliance of subscribers
January, 2002
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22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Shandong Delisi Food Co.Ltd(002330)
The issue process of non-public offering of A-Shares and the compliance of subscribers
Legal opinion
To: Shandong Delisi Food Co.Ltd(002330)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") accepts the entrustment of Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as "the issuer") to act as the special legal adviser for the issuer's non-public offering of A-Shares (hereinafter referred to as "the non-public offering"), witness the issuance process of the non-public offering and the compliance of the subscribers, and issue this legal opinion.
In order to issue this legal opinion, according to the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange, our lawyers have verified and verified the documents, materials and facts related to the issuance process of this non-public offering and the compliance of subscription objects in the principle of prudence and importance.
With regard to this legal opinion, our lawyer makes the following statement:
1. In the course of work, our lawyers have obtained the guarantee of the issuer: the issuer has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of legal opinions, and the documents and materials provided are true, complete and effective, without concealment, falsehood and major omissions. 2. The lawyers of this firm shall, in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion and the current national laws and regulations such as 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") To express legal opinions on normative documents and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. 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 legal 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.
5. The firm and the handling lawyers do not express professional opinions on professional matters such as accounting and auditing. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer.
6. This legal opinion is only for the purpose of this non-public offering and shall not be used for any other purpose. In accordance with the company law, the securities law, the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures"), the measures for the administration of securities issuance and underwriting (hereinafter referred to as the "measures for the administration of underwriting"), 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 The following legal opinions are issued in accordance with relevant provisions such as regulations and normative documents:
1、 Approval and authorization of this non-public offering
(I) approval and authorization of the issuer
1. On June 12, 2019, the issuer held the 16th meeting of the 4th board of directors, The proposal on the company's compliance with the conditions for non-public offering of a shares, the proposal on the company's non-public offering of a shares, the proposal on the company's non-public offering of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by the company's non-public offering of A-Shares were reviewed and adopted Proposals related to this non-public offering, such as the proposal that the company does not need to prepare the report on the use of the previously raised funds, the proposal on diluting the immediate return of the company's non-public development of A-Shares and taking filling measures and commitments of relevant subjects, the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this non-public offering of a shares, and so on.
2. On November 12, 2020, the issuer held the 7th Meeting of the 5th board of directors, The proposal on the company's compliance with the conditions for non-public offering of a shares, the proposal on adjusting the company's non-public offering of a shares, the proposal on the company's non-public offering of A-Shares (Revised Draft) and the proposal on the feasibility analysis report on the use of funds raised by non-public offering of A-Shares (Revised Draft) were reviewed and adopted Proposal on the company not having to prepare the report on the use of the previously raised funds, proposal on diluting the immediate return of the company's non-public development of A-Shares and taking filling measures and commitments of relevant subjects (Revised Draft), proposal on submitting to the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this non-public offering of A-Shares And other proposals related to this non-public offering, and revised the plan and plan of this non-public offering.
3. On December 10, 2020, the issuer held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposals related to the non-public offering submitted to the seventh meeting of the Fifth Board of directors of the issuer for deliberation. 4. On March 12, 2021, the issuer held the 8th meeting of the 5th board of directors, The proposal on adjusting the company's non-public development of A-share scheme, the proposal on the company's non-public development of A-share plan (second revision draft) and the proposal on the feasibility analysis report on the use of funds raised by the company's non-public issuance of A-share (second revision draft) were deliberated and adopted The proposal on diluting the immediate return of the company's non-public Development Bank's A-share shares and taking filling measures and commitments of relevant subjects (the second revised draft) has revised the plan and plan of this non-public offering.
5. On December 15, 2021, the issuer held the 15th meeting of the 5th board of directors, deliberated and adopted the proposal on extending the validity period of the resolutions of the shareholders' meeting of the company's non-public offering of shares and the proposal on requesting the shareholders' meeting to extend the validity period of authorizing the board of directors to handle specific matters of this non-public offering of shares.
6. On December 31, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposals related to the non-public offering submitted to the 15th meeting of the Fifth Board of directors of the issuer, and agreed to the validity period of the resolutions of the general meeting of shareholders of the non-public offering and the validity period of the authorized board of directors, All of them shall be extended to the expiration date of the validity period of the approval and reply of the CSRC on this non-public offering.
(II) approval of CSRC
On March 22, 2021, the issuance Audit Committee of CSRC examined and approved the issuer's application for this non-public offering.
On April 8, 2021, the CSRC issued the reply on approving Shandong Delisi Food Co.Ltd(002330) non-public Development Bank shares (zjxk [2021] No. 1173).
In conclusion, our lawyers believe that the issuer's non-public offering has obtained the necessary approval and authorization according to the internal decision-making procedures, and has been approved by the relevant regulatory authorities, which is in line with the provisions of relevant laws, regulations and normative documents.
2、 Process and results of this non-public offering
(I) determination of sponsors and underwriters
According to the agreement between Shandong Delisi Food Co.Ltd(002330) and China Securities Co.Ltd(601066) on the recommendation and underwriting of Shandong Delisi Food Co.Ltd(002330) non-public Development Bank shares, the supplementary agreement between Shandong Delisi Food Co.Ltd(002330) and China Securities Co.Ltd(601066) on the recommendation and underwriting of Shandong Delisi Food Co.Ltd(002330) non-public Development Bank shares, and Shandong Delisi Food Co.Ltd(002330) and China Securities Co.Ltd(601066) on Shandong Delisi Food Co.Ltd(002330) signed by the issuer and China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) ") Supplementary agreement (II) to the recommendation and underwriting agreement for non-public offering of shares, and the underwriting agreement between Shandong Delisi Food Co.Ltd(002330) and China Securities Co.Ltd(601066) , Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) ", China Securities Co.Ltd(601066) and Zhongtai Securities Co.Ltd(600918) on Shandong Delisi Food Co.Ltd(002330) non-public offering of RMB common shares (A shares) signed by the issuer and China Securities Co.Ltd(601066) , Zhongtai Securities Co.Ltd(600918) , China Securities Co.Ltd(601066) acts as the sponsor of the issuer's non-public offering, and China Securities Co.Ltd(601066) and Zhongtai Securities Co.Ltd(600918) act as the joint lead underwriters of the issuer's non-public offering, which comply with the provisions of articles 45 and 49 of the administrative measures.
There is no relationship between China Securities Co.Ltd(601066) , Zhongtai Securities Co.Ltd(600918) and the issuing object, and the related parties of China Securities Co.Ltd(601066) , Zhongtai Securities Co.Ltd(600918) do not directly or indirectly participate in the subscription of this non-public offering.
(II) subscription invitation
The issuer and the underwriter sent the invitation for subscription of Shandong Delisi Food Co.Ltd(002330) non-public Development Bank A shares (hereinafter referred to as the "invitation for subscription") and relevant attachments to 200 eligible subscription objects by e-mail or mail. The above invitation for subscription and relevant attachments include subscription conditions, subscription time Subscription methods and procedures and rules for the distribution of shares.
(III) quotation declared by investors
Witnessed by our lawyers, the Underwriters received 52 purchase quotations from 8:30 a.m. to 11:30 a.m. on January 18, 2022. The purchase quotations of investors are as follows:
Subscription price of related relationship of issuing object subscription amount (yuan / share) (10000 yuan)
8.58 3,000
Qingdao Fanyi Asset Management Co., Ltd. - fanyiduo strategy and no 7.58 4000
Shikai bank No. 1 private securities investment fund
6.58 5,000
6.26 3,100
Chen huolinwu 5.66 3400
5.46 3,600
Shenzhen Wuxin Investment Co., Ltd
Shenzhen Dahua Xin'an asset management enterprise (limited partnership) no 6.88 3000
-Xin'an growth core value private securities investment fund
Shenzhen Dahua Xin'an asset management enterprise (limited partnership) no 6.60 3000
-Xin'an growth No. 1 private securities investment fund
Citic Securities Company Limited(600030) - Citic Securities Company Limited(600030) Jurong No. 1 No. 5.88 3000
Single asset management plan
