Shanghai jintiancheng law firm
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (II)
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (II)
Case No.: 01f20214194 to: Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as “the issuer” or ” Farasis Energy (Gan Zhou) Co.Ltd(688567) “), and according to the special legal service contract signed between the issuer and the firm, As the special legal adviser of the issuer for issuing A-share shares to specific objects in 2021 (hereinafter referred to as “this issuance”).
In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the exchange and its handling lawyers discuss the relevant matters involved in the issuer’s current issuance, The exchange has issued the supplementary legal opinion (I) of Shanghai jintiancheng law firm on Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. issuing A-Shares to specific objects in 2021 The legal opinion of Shanghai jintiancheng law firm on the issuance of A-Shares by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects in 2021 and the lawyer work report of Shanghai jintiancheng law firm on the issuance of A-Shares by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects in 2021 (hereinafter collectively referred to as “issued legal opinions”). The lawyers of the firm hereby issue the supplementary legal opinion (II) of Shanghai jintiancheng law firm on the issuance of A-Shares by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects in 2021 (hereinafter referred to as the “supplementary legal opinion”) on the matters related to the adjustment of the issuance scheme in accordance with the resolution of the 38th meeting of the first board of directors of the issuer and the issuer.
This supplementary legal opinion is a supplement and update to the issued legal opinion, which is used together with the issued legal opinion. The matters stated by our lawyer in the above documents are also applicable to this supplementary legal opinion. For the content, relationship or abbreviation that has not changed in the issued legal opinion, the exchange will not repeat the description or disclosure in this supplementary legal opinion and express the legal opinion repeatedly. This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose.
Unless otherwise specified in this supplementary legal opinion, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the issued legal opinion.
The legal opinions and relevant legal opinions issued by the issuer have been supplemented as follows:
1. The relevant parties have provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this supplementary opinion.
2. The documents and materials provided by the relevant parties to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original or the original.
3. For the fact that this supplementary opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant parties or other relevant units.
There are no false records, misleading statements and major omissions in this supplementary legal opinion. The exchange agrees to take this supplementary legal opinion as a necessary legal document for this issuance, report it together with other materials, and is willing to bear corresponding legal liabilities.
Based on the above, our lawyers, in accordance with the requirements of relevant laws and regulations and the facts that have occurred or existed before the date of issuance of this supplementary legal opinion, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the supplementary legal opinion as follows:
Text
1、 Review procedures for the adjustment of this issuance plan
After verification by the lawyers of the firm, the issuer held the second extraordinary general meeting of shareholders in 2021 on October 13, 2021, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the issuance of shares to specific objects. The general meeting of shareholders authorized the board of directors to handle the matters related to the issuance of shares within the scope of relevant laws and regulations, Including but not limited to: “1. In laws, regulations, normative documents, relevant provisions of securities regulatory authorities and the articles of Association To the extent permitted, formulate, implement and adjust the specific plan for the issuance of shares to specific objects according to the actual situation of the company, including the issuance time, issuance quantity, issuance start and end date, issuance price, issuance object, issuance method, subscription method, subscription proportion, subscription upper limit, raised investment items and implementation methods, as well as other matters related to the issuance; 2. Adjust and implement the specific plan of this issuance according to the market conditions, policy adjustment and the opinions of the regulatory authorities and the Shanghai Stock Exchange, and in combination with the actual situation of the company, including but not limited to the appropriate adjustment of the issuance price, issuance timing, issuance quantity, issuance start and end date and all other matters related to this issuance; 3. According to the requirements of relevant competent authorities, changes in relevant market conditions, the issuance and the progress of project implementation, authorize the board of directors to adjust the projects to be invested with raised funds and the amount of raised funds to be invested in each project; 4. Modify the plan in order to meet the requirements of relevant laws, regulations, normative documents or relevant securities departments (except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association), and adjust the specific issuance plan accordingly according to the specific requirements of the securities regulatory Department 6. Set up a special storage account for the raised funds of this issuance, handle matters related to the use of the raised funds of this issuance, and adjust the use and specific arrangements of the raised funds of this issuance within the scope of the resolution of the general meeting of shareholders 8. Handle the declaration and listing of this issuance, including making, modifying, signing, submitting and executing all agreements and application documents related to the declaration and listing of this issuance, handle relevant declaration and listing matters, and reply to relevant questions, revise and supplement relevant application documents according to the feedback and review opinions of CSRC and Shanghai stock exchange.
According to the authorization of the second extraordinary general meeting of shareholders in 2021, the issuer held the 38th meeting of the first board of directors on February 14, 2022, deliberated and adopted the proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021 and the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft) The analysis of the proposal on the issuance of specific shares of the company (2021) is related to the analysis of the proposal on the issuance of specific shares of the company. The issuer adjusted the total amount of raised funds and the amount of raised funds to be invested in some projects.
The matters involved in the adjustment of the issuance plan are within the scope of the board of directors authorized by the general meeting of shareholders, and there is no need to convene the general meeting of shareholders. Our lawyers believe that the adjustment of this issuance plan has obtained the necessary approval and authorization. 2、 Main contents of the adjustment of this issuance plan
According to the resolutions of the 38th meeting of the first board of directors of the issuer and other documents, the main contents of the adjustment of the issuance plan are as follows:
Before adjustment:
“It is estimated that the total amount of funds raised in this issuance of shares will not exceed 520 million yuan (inclusive), which will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested with raised funds
1 high performance power lithium battery project 525625.90 460000.00
2. Science and technology reserve fund 60000.00 60000.00
Total 585625.90 520000.00
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised. “
After adjustment:
“It is estimated that the total amount of funds raised in this issuance of shares will not exceed 4520 million yuan (including), which will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested with raised funds
1 high performance power lithium battery project 525625.90 392000.00
2. Science and technology reserve fund 60000.00 60000.00
Total 585625.90 452000.00
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised. “
According to the provisions in question 8 of the examination questions and answers for securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “examination questions and answers”): “After the listed company submits the issuance application documents, if the following circumstances occur in the current securities issuance plan, it shall be deemed that the current securities issuance plan has undergone significant changes, and the listed company shall withdraw the application for this securities issuance and re declare, including: (1) increasing the amount of raised funds; (2) adding new projects of raised investment; (3) increasing the issuance object and subscription quantity; (4) Other matters that may have a significant impact on the pricing of this offering.
Reducing the raised funds, reducing the projects invested by raising funds, reducing the issuing objects and their corresponding subscribed shares shall not be regarded as a major change in the issuance plan. “
Our lawyers believe that the adjustment of the issuer’s issuance plan is to reduce the total amount of raised funds and reduce the amount of raised funds to be invested in some projects accordingly, which does not constitute a major change in the issuance plan described in question 8 of the audit questions and answers, and does not affect the issuance.
This supplementary legal opinion is made in one original and several copies, both of which have the same legal effect. (no text below)
(there is no text on this page, which is the signature page of the supplementary legal opinion of Shanghai jintiancheng law firm on Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. issuing A-share shares to specific objects in 2021 (II))
He niansheng
Person in charge: Handling lawyer:
Gu Gongyun, Shao Xiaoxiao
