Beijing JunZeJun Law Firm
Legal opinion on the issuance process of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering of shares and the compliance of subscription objects
11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing 100005, China
11F, Jinbao Tower, 89 Jinbao Street, Dongcheng District, Beijing, 100005, P.R.C.
Tel: 86-10-66523388 Fax: 86-10-66523399
Website: www.junzejun.com com.
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Issuer / company / Shenzhen Noposion Agrochemicals Co.Ltd(002215) means Shenzhen Noposion Agrochemicals Co.Ltd(002215)
This issuance and this non-public offering refer to the non-public offering of shares by the issuer
Issue
Invitation for subscription refers to the invitation for subscription of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public Development Bank A shares
Payment Notice refers to the payment notice of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non public Development Bank A shares
Subscription quotation refers to Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public Development Bank A-share subscription quotation
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
CSRC and CSRC refer to China Securities Regulatory Commission
Beijing JunZeJun Law Firm
Sponsor and lead underwriter refer to China Securities Co.Ltd(601066)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing JunZeJun Law Firm
About Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering of shares
Issue process and compliance of subscribers
Legal opinion
JunZeJun [2021] securities Zi 2020-073-4-1 to: Shenzhen Noposion Agrochemicals Co.Ltd(002215)
According to the special legal advisory service contract signed between Shenzhen Noposion Agrochemicals Co.Ltd(002215) and Beijing JunZeJun Law Firm, Beijing JunZeJun Law Firm accepted the entrustment of Shenzhen Noposion Agrochemicals Co.Ltd(002215) to act as the special legal adviser for its non-public offering of shares.
Beijing JunZeJun Law Firm is in accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business and the practicing rules for securities legal business of law firms (for Trial Implementation) And other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issued the legal opinion of Beijing JunZeJun Law Firm on the issuance process of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering of shares and the compliance of subscription objects.
Section 1 lawyer's statement
(i) Our lawyers express their legal opinions based on the facts that have occurred or exist before the date of issuance of the legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and do not express their opinions on any facts and laws outside the jurisdiction of China.
（2） Our lawyers do not express opinions on professional matters such as accounting, audit, capital verification and asset evaluation. When our lawyers quote some data or conclusions in relevant accounting statements, audit reports, capital verification reports and asset evaluation reports in their legal opinions, it does not mean that our lawyers make any express or implied statement about the authenticity and accuracy of these data or conclusions Guarantee.
（3） In the process of relevant investigation, collection, consultation and inquiry, our lawyers have obtained the following guarantee from the issuer: the issuer has provided us with the original written materials, copies, copies, written statements or oral testimony and other documents necessary for the issuance of legal opinions; the issuer has not concealed or left any information when providing documents to us Omission, false record or misleading statement; The signatures and seals on all documents provided by the issuer are true; Where the document material is a copy or copy, all copy materials or copies shall be consistent with the original.
（4） The firm and its 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 exist before the date of issuance of the legal opinion, 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 the legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
（5） The exchange agrees to take the legal opinion as the necessary legal document for the issuer to apply for this issuance, report it together with other application materials, and is willing to bear corresponding legal liabilities for the contents of the legal opinion.
（6） The bourse agrees that the issuer may quote the contents of the legal opinion on its own in its application documents or in accordance with the regulatory review requirements, but the issuer shall not cause legal ambiguity or misinterpretation due to the above quotation. (7) the legal opinion issued by the bourse is only for the purpose of the issuer's non-public offering of shares, and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of this offering
(i) Internal decisions of the issuer
1. The 20th (Interim) meeting of the 5th board of directors held by the Issuer on July 30, 2020 and the 3rd extraordinary general meeting of shareholders held in 2020 on August 17, 2020 considered and approved the relevant proposals of this offering: the proposal on the company's compliance with the conditions for non-public development of shares and the proposal on the company's non-public offering of shares Proposal on the company's non-public development bank stock plan, proposal on the feasibility analysis report on the use of the funds raised by the company's non-public development bank stock, proposal on the need for the company to prepare the report on the use of the funds raised last time, proposal on the company's non-public offering of shares to dilute the immediate return, filling measures and commitments of relevant subjects Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of shares.
2. The resolution (Interim) announcement of the 27th meeting of the Fifth Board of directors held on June 30, 2021 and the second extraordinary general meeting of shareholders held on July 20, 2021 considered and approved the relevant proposals of this offering: the proposal on extending the validity period of the resolutions of the company's 2020 non-public offering general meeting of shareholders, and Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to non-public development of shares of the company in 2020.
（2） Approval of CSRC
On September 2, 2020, the company's application for non-public offering of shares was accepted by the CSRC.
On November 23, 2020, the issuance Audit Committee of CSRC examined and approved the issuer's application for non-public offering of shares.
On January 12, 2021, The company has obtained the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19) issued by the CSRC. If the company approves the non-public issuance of no more than 27422915 new shares, and the total share capital is changed due to the conversion of share capital, the number of this issuance can be adjusted accordingly; the reply is effective within 12 months from the date of approval of the issuance.
In conclusion, our lawyers believe that the issuer has obtained necessary approval and authorization for the non-public offering plan.
2、 Process of this issuance
After verification, the inquiry object, inquiry result, pricing and placement object, payment and capital verification process of this issuance are as follows:
(i) Issuance of subscription invitation documents
From November 30, 2021, the issuer and the recommendation institution (lead underwriter) will send the invitation for subscription and its attachments to the following specific objects: the top 20 shareholders as of October 20, 2021 Shenzhen Noposion Agrochemicals Co.Ltd(002215) (except related parties), 22 securities investment fund management companies, 16 securities companies, 6 insurance institutions, and 77 investors who have submitted their letter of intent after the announcement of the resolution of the board of directors.
After verification, the above subscription invitation documents contain relevant information such as the selection of subscription objects and conditions, subscription schedule, issuance price, determination procedures and rules of issuance objects and number of allocated shares; The subscription quotation includes the subscription price and subscription amount confirmed by the subscription object, and the subscription object agrees that the subscription quotation has legal effect.
Our lawyers believe that the sending scope of the subscription invitation documents for this issuance complies with the relevant provisions of laws and regulations such as the administrative measures and the implementation rules, and the provisions of the issuance plan deliberated and adopted by the board of directors and the general meeting of shareholders of the issuer.
（2） Subscription quotation of investors
Witnessed by our lawyers, Within the time limit specified in the invitation for subscription (8:30-11:30 a.m. on December 3, 2021, i.e. T), the sponsor (lead underwriter) has received a total of 16 subscription quotations. Except for CAITONG Fund Management Co., Ltd. and Nord Fund Management Co., Ltd., which are securities investment fund management companies reported by China Securities Investment Fund Industry Association, other investors are in accordance with The deposit shall be paid in full and on time as agreed in the invitation for subscription. The quotations of all investors participating in the subscription meet the requirements of the subscription invitation documents and are valid quotations. The subscription is as follows:
No. name of subscription object purchase price purchase amount deposit is valid (yuan / share) (10000 yuan) (10000 yuan)
Xiamen Borui Oriental Investment Management Co., Ltd. has 4.912000.00
1 Limited company - Borui Oriental value 124.732500.00400 00 yes
No. 4.653000.00 private securities investment fund
Shen Xinxin 4.802000.00 yes
two thousand and four hundred
4.614,000.00
3 Dong Weiguo 4.832100.00400 00 yes
4JPMorgan Chase Bank,5.503,000.00400. 00 yes
NationalAssociation
5 Wang Hongtao 5.013000.00400 00 yes
4.715,000.00
6 Haitong Securities Company Limited(600837) 4.655,000.00400. 00 yes
4.615,000.00
7 Guotai Junan Securities Co.Ltd(601211) Securities Co., Ltd. 4.762500.00400 00 yes
department
CAITONG Fund Management Co., Ltd. 4.914180.00 does not need to be
eight
4.747,410.00
Li Tianhong 4.793500.00 yes
nine thousand and four hundred
4.693,700.00
Ningbo Ning
