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5th Floor, Building C, The International Wonderland, Xindong Road, Chaoyang District, Beijing
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Email / e-mail: [email protected].
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Beijing Kangda law firm
About Rising Nonferrous Metals Share Co.Ltd(600259) 2021
Non-public offering of A-share stock issuance process and compliance of subscription objects
Legal opinion
Kangda Gufa Zi [2022] No. 0023
February, 2002
Beijing Kangda law firm
About Rising Nonferrous Metals Share Co.Ltd(600259) 2021
Non-public offering of A-share stock issuance process and compliance of subscription objects
Legal opinion
Kangda Gufa Zi [2022] No. 0023 to: Rising Nonferrous Metals Share Co.Ltd(600259)
Beijing Kangda law firm (hereinafter referred to as "the firm") is entrusted by Rising Nonferrous Metals Share Co.Ltd(600259) (hereinafter referred to as "the company", "the issuer" or " Rising Nonferrous Metals Share Co.Ltd(600259) ") to act as the special legal adviser for its non-public offering of A-Shares in 2021 (hereinafter referred to as "the offering" or "the non-public offering"). On the basis of reviewing and verifying the relevant materials provided by the company, our lawyers are now in accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance"), the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") and other relevant laws Regulations and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") (hereinafter collectively referred to as the "relevant laws and regulations"), this legal opinion is issued in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Before issuing this lawyer's legal opinion, we and our lawyers declare as follows:
1. Our lawyers only express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion. The lawyers of our firm determine whether the inspected items are legal, compliant, true and effective based on the current effective (or effective when the facts occur) laws, regulations, normative legal documents, the approval and confirmation made by the competent government departments, and the lawyers of our firm from state organs, organizations with the function of managing public affairs The judgment is based on the documents directly obtained by public institutions such as accounting firms and the materials copied and copied by our lawyers from the above public institutions and confirmed by the institutions; Our lawyers have conducted necessary verification and verification on documents not directly obtained from the above public institutions, or materials copied and copied by our lawyers from the above public institutions but not confirmed by the above public institutions.
2. Our lawyers only perform the special duty of care of legal professionals for business matters related to law, and only perform the general duty of care of ordinary people for other business matters. Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers' legal opinions based on the documents directly obtained from the accounting firm do not mean that they make any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
3. Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith to ensure that the facts identified in our legal opinions are true, accurate and complete, and the concluding opinions issued are legal and accurate. There is no false record, misleading statement or major omission in this lawyer's legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
4. The issuer and the relevant parties subject to the inspection of our lawyers have assured us that the written materials or oral testimony provided by them are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false records, misleading statements or major omissions in any documents or facts provided.
5. The exchange agrees to take this legal opinion as the necessary legal document for the implementation of the issuer's non-public offering of shares, report it to the CSRC along with other application materials for review and relevant information disclosure, and bear the responsibility for this legal opinion according to law. This legal opinion is only used by the issuer for the specific purpose of this non-public offering, and shall not be used for any other purpose.
6. Unless otherwise specified, the abbreviation in this legal opinion has the same meaning as that in the legal opinion of Beijing Kangda law firm on non-public issuance of A-share shares in Rising Nonferrous Metals Share Co.Ltd(600259) 2021 and the lawyer work report of Beijing Kangda law firm on non-public issuance of A-share shares in Rising Nonferrous Metals Share Co.Ltd(600259) 2021.
Our lawyers have witnessed the issuance process and the compliance of the subscription object of this issuance in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The witness legal opinions are as follows:
Text
1、 Approval and authorization of this offering
(I) internal authorization and approval of this issuance
On April 29, 2021, the issuer held the fourth meeting of the eighth board of directors in 2021, The meeting deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's 2021 non-public development of a shares, the proposal on the company's 2021 non-public development of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by the company's 2021 non-public development of A-Shares Proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank, proposal on the diluted spot return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects, proposal on the special report on the use of the company's previous raised funds, and proposal on the next three years (20212023) Proposals related to this offering, such as the proposal on shareholder return planning, the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to this non-public development of a shares, were submitted to the third extraordinary general meeting of shareholders of the issuer in 2021 for deliberation, and the related directors avoided voting on the related proposals.
On May 31, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, The meeting deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's 2021 non-public development of a shares, the proposal on the company's 2021 non-public development of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by the company's 2021 non-public development of A-Shares Proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank, proposal on the diluted spot return and filling measures of A-share shares of non-public development banks in 2021 and the commitments of relevant subjects, proposal on the special report on the use of the company's previous raised funds, and proposal on the next three years (20212023) The proposal on shareholder return planning, the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to fully handle matters related to the non-public development of A-share shares and other proposals related to the issuance, and the related shareholders avoided voting on the related proposals.
On August 18, 2021, the issuer held the 8th meeting of the 8th board of directors in 2021, The proposal on adjusting the company's 2021 non-public offering of a shares, the proposal on the company's 2021 non-public offering of A-Shares (Revised Draft) and the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company's non-public offering of A-Shares in 2021 were reviewed and approved Related directors abstained from voting on the related proposals such as the proposal on the diluted immediate return and filling measures of A-share shares of non-public development banks in 2021 and the commitments (Revised Draft) of relevant subjects.
(II) external approval of this issuance
On November 29, 2021, the issuer's application for non-public offering of shares was examined and approved by the issuance examination committee of the CSRC.
On December 16, 2021, the issuer received the reply on approving Rising Nonferrous Metals Share Co.Ltd(600259) non-public development of shares (zjxk [2021] No. 3931) issued by the CSRC, and approved the issuer to issue no more than 90540687 new shares in a non-public manner.
In conclusion, our lawyers believe that the non-public offering of shares has obtained the necessary approval and authorization and meets the conditions for issuance.
2、 Process of this issuance
After verification by the lawyers of the exchange, Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "lead underwriter") as the lead underwriter of this issuance, is responsible for underwriting the shares of this issuance. The process of this offering is as follows: (I) issue an invitation for subscription
After the issuer and the lead underwriter submitted to the CSRC the issuance plan of A-Shares of non-public development banks in Rising Nonferrous Metals Share Co.Ltd(600259) 2021 and the list of objects to be sent the invitation for subscription of A-Shares of non-public development banks in Rising Nonferrous Metals Share Co.Ltd(600259) 2021, On February 15, 2022, the invitation for subscription of Rising Nonferrous Metals Share Co.Ltd(600259) 2021 non-public Development Bank A shares (hereinafter referred to as the "invitation for subscription") was sent to 186 investors who met the relevant conditions by e-mail and mail (excluding the three repeated investors among the top 20 shareholders), The appendix of the invitation for subscription contains the subscription invitation documents such as 6 Nanning Baling Technology Co.Ltd(002592) 021 non-public Development Bank A-share subscription quotation (hereinafter referred to as "subscription quotation") and invites them to participate in the subscription of this offering. The above 186 investors include 25 securities investment fund management companies, 18 securities companies, 10 insurance companies and 17 individual investors, 2 QFII, 97 other institutional investors, and as of 2021
After the closing of the market on December 20, 2014, the top 20 shareholders of Rising Nonferrous Metals Share Co.Ltd(600259) company (excluding the controlling shareholders of the issuer and their related parties, directors, supervisors and senior managers, lead underwriters and their related parties).
In addition to the above-mentioned investors, 39 investors who intend to subscribe will be added between the submission of the issuance plan to the CSRC and February 17, 2022. After careful verification, the issuer and the lead underwriter added them to the list of subscription invitations and reissued them with documents such as subscription invitations.
Our lawyers believe that the contents, sending methods and sending objects of the "invitation for subscription", "quotation for subscription" and other documents sent by the issuer comply with the relevant provisions of laws, regulations and normative documents, and are legal and effective. (II) quotation of investors
Witnessed by our lawyers on the spot, during the effective subscription time specified in the invitation for subscription (i.e. between 9:00 a.m. and 12:00 a.m. on February 18, 2022), a total of 29 investors participated in the quotation, all of which were valid quotations. The specific subscription quotations are as follows:
Order subscription object name subscription price effective subscription amount No. (yuan / share) (10000 yuan)
1 Soochow Fund Management Co., Ltd. 38.011085000
36.01 11,350.00
2. Junyue dingzeng No.1 private securities investment fund 40.00350000
3 Hunan Ruishi Private Equity Fund Management Co., Ltd. - Ruishi yunqi private equity 43.88350000
Equity investment fund
43.95 7,000.00
4 UBS AG 40.18 9,700.00
37.82 11,200.00
38.50 3,500
