Beijing Zhonglun law firm
About Tecon Biology Co.Ltd(002100) non-public offering of shares
The issuance process and the compliance of subscribers
Legal opinion
November, 2001
Floor 22-31, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Tecon Biology Co.Ltd(002100) non-public offering of shares
The issuance process and the compliance of subscribers
Legal opinion
To: Tecon Biology Co.Ltd(002100)
Beijing Zhonglun law firm (hereinafter referred to as "the firm"), as the special legal adviser for the non-public offering of shares (hereinafter referred to as "the offering") of Tecon Biology Co.Ltd(002100) (hereinafter referred to as "the issuer" " Tecon Biology Co.Ltd(002100) " or "the company") in 2020, witnessed the issuance process of the issuer and the compliance of subscription objects, and issued this legal opinion.
In order to issue this legal opinion, our lawyers have checked and verified the documents, materials and facts related to the issuance process of this offering and the compliance of the subscription object in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and 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 from the issuer that 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. According to the facts that have occurred or existed before the date of issuance of this legal opinion, 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") and other current national laws, regulations and normative documents, as well as the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to express legal opinions in accordance with the relevant provisions of 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 authorities as the basis for making this legal opinion.
4. The firm and its handling lawyers shall act 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) And the facts that have occurred or existed before the date of issuance of this legal opinion, 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, and 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 used by the issuer for the purpose of this issuance and shall not be used for any other purpose. According to 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") and 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, and issued the following legal opinions:
1、 Approval and authorization of this offering
（1） Approval and authorization of the issuer
1. On December 29, 2020, the issuer held the 13th meeting of the 7th board of directors and the 9th meeting of the 7th board of supervisors, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's plan for non-public offering of shares in 2020, the proposal on the company's plan for non-public offering of shares in 2020 and the proposal on the company's feasibility analysis report on the use of funds raised by non-public offering of shares in 2020 were reviewed and adopted Proposal on the report on the use of the company's previously raised funds, proposal on the diluted immediate return of non-public development banks' shares, measures to fill the return and commitments of relevant subjects in 2020, proposal on the company's special self inspection report on real estate business of non-public offering of shares and relevant commitments Proposals related to this offering, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this non-public offering of shares, shall be submitted to the general meeting of shareholders for approval.
2. On January 18, 2021, the issuer received the reply on Tecon Biology Co.Ltd(002100) application for non-public development of shares issued by the state owned assets supervision and Administration Commission of Xinjiang production and Construction Corps (bgzf [2021] No. 3) and approved the issuer's issuance.
3. On January 19, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's plan for non-public offering of shares in 2020, the proposal on the company's plan for non-public offering of shares in 2020 and the proposal on the company's feasibility analysis report on the use of funds raised by non-public offering of shares in 2020 were reviewed and adopted Proposal on the report on the use of the company's previously raised funds, proposal on the diluted immediate return of non-public development banks' shares, measures to fill the return and commitments of relevant subjects in 2020, proposal on the company's special self inspection report on real estate business of non-public offering of shares and relevant commitments The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company's non-public development of shares and other proposals related to the issuance agree with the issuer's issuance.
4. On April 21, 2021, Tecon Biology Co.Ltd(002100) held the 15th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on adjusting the company's non-public offering of shares scheme, the proposal on adjusting the company's non-public offering of shares plan, and the proposal on adjusting the feasibility analysis report of the company's non-public offering of shares were reviewed and adopted According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company's non-public offering of shares, which was deliberated and adopted at the first extraordinary general meeting of shareholders in Tecon Biology Co.Ltd(002100) 2021, the above proposal does not need to be submitted to the general meeting of shareholders for deliberation.
（2） Approval of CSRC
On May 19, 2021, the CSRC issued the reply on approving Tecon Biology Co.Ltd(002100) non-public offering of shares (zjxk [2021] No. 1771), which approved the issuer's non-public offering of no more than 322540482 new shares. The reply is valid within 12 months from the date of approval of issuance.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the necessary approval and authorization in accordance with the internal decision-making procedures and relevant provisions on the supervision and administration of state-owned assets, and has been approved by the CSRC. 2、 Compliance of the issuance process and results
(i) Issue subscription invitation
From November 9, 2021 to November 11, 2021, The issuer and the lead underwriter sent the Tecon Biology Co.Ltd(002100) non-public development bank stock subscription invitation (hereinafter referred to as the "subscription invitation") and the Tecon Biology Co.Ltd(002100) non-public development bank stock subscription quotation (hereinafter referred to as the "subscription quotation") to 112 qualified specific investors ）And other subscription invitation documents. The aforesaid sending objects include 25 securities investment fund management companies, 22 securities companies, 12 insurance institutional investors and 33 investors who have expressed their subscription intention, as well as the top 20 shareholders of the issuer (excluding related parties) after the closing of the market on October 29, 2021.
The invitation for subscription includes the subscription object and conditions, subscription related arrangements, subscription time and subscription method, issuance price, determination procedures and rules of issuance object and number of allocated shares, special tips, etc; The subscription quotation includes the declared price, subscription amount, and the subscription object agrees 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 subscription invitation documents such as the subscription invitation, the subscription quotation 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 first extraordinary general meeting in 2021 on the relevant resolutions of this offering.
（2） Investor subscription quotation
Witnessed by the lawyers of the firm, the issuer and the lead underwriter received a total of 15 application quotations within the subscription quotation time determined in the subscription invitation, i.e. from 8:30 a.m. to 11:30 a.m. on November 12, 2021. Among them, there are 15 valid purchase quotations, and the details of valid purchase quotations are as follows:
No. name of subscription object subscription price (yuan / share) subscription amount (10000 yuan)
1 Jinshi Futures Co., Ltd. 7.4310000
2 GF Fund Management Co., Ltd. 7.4544000
8.966,000
3 Huaxia Fund Management Co., Ltd
8.506,600
4JPMorgan Chase Bank, National8. 957,280
Association
7.897,500
5 Nanfang Fund Management Co., Ltd. 7.658600
7.4311,000
6 everyone Life Insurance Co., Ltd. - Universal 7.446000
product
7 everyone's assets - Industrial And Commercial Bank Of China Limited(601398) - everyone's assets - 7.446000
Blue chip selected No. 5 collective asset management products
8 Haiyan 7.666000
8.1910,800
9 Penghua Fund Management Co., Ltd. 8.0513100
7.6816,500
8.0043,480
10 Harvest Fund Management Co., Ltd
7.7548,260
8.187,930
11 CAITONG Fund Management Co., Ltd. 8.0017600
