Yunnan Haihe law firm
On the issuance process of Yunnan Aluminium Co.Ltd(000807) non-public offering shares in 2020 and the compliance of subscription objects
Legal opinion
Hai He Zong Zi (2021) No. 430
China. Yunnan
December 2021
Yunnan Haihe law firm
On the issuance process of Yunnan Aluminium Co.Ltd(000807) non-public offering shares in 2020 and the compliance of subscription objects
Legal opinion
Hai He Zong Zi (2021) No. 430 Yunnan Aluminium Co.Ltd(000807) :
Yunnan Haihe law firm (hereinafter referred to as "the firm") has accepted the entrustment of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as "the company" or "the issuer") to act as the special legal adviser for your company's non-public offering of shares in 2020 and issue a legal opinion on the compliance of your company's issuance process and subscription objects. Unless otherwise specified, the meaning of relevant terms in this legal opinion is the same as The same terms in the legal opinion of Yunnan Haihe law firm on Yunnan Aluminium Co.Ltd(000807) 2020 non-public development of shares and the lawyer work report of Yunnan Haihe law firm on Yunnan Aluminium Co.Ltd(000807) 2020 non-public development of shares have the same meaning.
In order to issue this legal opinion, our lawyers have witnessed the process of your company's non-public offering of shares in accordance with the current laws, regulations and normative documents in China, verified the relevant facts, and the issuer has guaranteed that it has provided all true written materials to our lawyers without any concealment, falsehood If the material provided is a copy, fax or copy, it shall be consistent with the original or the original. Our lawyer guarantees that this legal opinion is free from false records, misleading statements and major omissions. Our lawyers agree that the issuer shall quote and disclose part or all of the contents of this legal opinion in the project announcement, and shall be liable for the legal opinion issued according to law.
In order to issue this legal opinion, we hereby make the following statement:
1. This legal opinion is based on the relevant facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents officially promulgated and implemented as of the date of issuance of this legal opinion, and is based on our understanding of the relevant facts and our understanding of the relevant laws, regulations and normative documents, For the fact that the issuance of legal opinions is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents and oral confirmation issued by relevant government departments, issuers or other relevant units;
2. In the process of witnessing for the issuance of this legal opinion, the issuer declares to the exchange that it has provided the true, accurate, complete and effective documents, materials or oral statements and explanations deemed necessary by the exchange for the issuance of this legal opinion, and there are no concealment, falsehood and major omissions; The copy materials or copies provided are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All oral statements and explanations are consistent with the facts that have occurred;
3. This legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the permission of the exchange;
4. The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance, report it together with other application materials, and bear responsibility for this legal opinion according to law. Based on the above, our lawyers, in accordance with the company law, the securities law and other laws and the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "administrative measures") promulgated by the CSRC In accordance with the relevant provisions of the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") and the measures for the administration of securities issuance and underwriting, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinions are as follows:
1、 Approval, authorization and information disclosure of this non-public offering
The issuer held the 39th meeting of the seventh board of directors on September 29, 2020 and the 41st meeting of the seventh board of directors on December 23, 2020, The first extraordinary general meeting of shareholders in 2021 will be held on January 8, 2021 (valid for one year), the second meeting of the eighth board of directors was held on March 16, 2021, and the relevant resolutions on the non-public offering of shares were considered and adopted, including the general meeting of shareholders authorizing the board of directors to handle the relevant matters of the offering. Our lawyers believe that the convening of such general meeting of shareholders and the resolutions adopted by the issuer are true, effective, legal and compliant, and the exchange has On January 11, 2001, the legal opinion of Yunnan Haihe law firm on Yunnan Aluminium Co.Ltd(000807) 2020 non-public Development Bank shares and the lawyer work report of Yunnan Haihe law firm on Yunnan Aluminium Co.Ltd(000807) 2020 non-public Development Bank shares were issued.
On September 6, 2021, the non-public offering was reviewed and approved by the issuance Review Committee of the CSRC. The issuer issued the announcement on the application of non-public Development Bank shares to be reviewed and approved by the issuance Review Committee of the CSRC on September 7, 2021.
On September 26, 2021, the issuer obtained the {zjxk [2021] No. 3086} reply on approving Yunnan Aluminium Co.Ltd(000807) non-public Development Bank shares issued by the CSRC, and issued the announcement on the approval of non-public Development Bank shares by the CSRC on September 28 of the same month.
The number of shares to be issued this time does not exceed 938461966, It is estimated that the total amount of funds raised (including issuance expenses) will not exceed RMB 3 billion. The related party Aluminum Corporation Of China Limited(601600) (hereinafter referred to as "Chinalco") of the controlling shareholder of the issuer Yunnan Metallurgical Group Co., Ltd. (hereinafter referred to as "Metallurgical Group") ）It is proposed to subscribe for the shares issued this time in cash with a subscription amount of 320 million yuan. If the effective subscription amount of this issuance is less than the total demand for the raised funds and the effective subscription amount does not exceed the maximum number of shares approved for this issuance, additional subscription will be started.
In conclusion, our lawyers believe that the issuer's non-public offering of shares has obtained the necessary approval and authorization and made relevant information disclosure, which is in line with the provisions of laws, regulations, rules and normative documents such as the company law, the securities law, the administrative measures and the implementation rules.
2、 Implementation process of this non-public offering
1. According to the non-public development bank stock lead underwriting agreement signed between the issuer and China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " securities ") and the non-public development bank stock underwriting agreement signed with Minsheng Securities Co., Ltd. (hereinafter referred to as" Minsheng securities "), China Securities Co.Ltd(601066) securities shall serve as the sponsor of the issuer's non-public offering (i.e. the lead underwriter) and Minsheng securities act as the joint lead underwriter of the issuer's non-public offering of shares to underwrite the shares issued this time.
2. The invitation for subscription and the list of sending objects for this non-public offering shall be jointly determined by the issuer and the joint lead underwriters. On November 24, 2021, the issuer and the co lead underwriters sent the invitation for subscription and its attachments to 1031 investors. The 1031 investors include the top 20 shareholders of the issuer (excluding related parties) as of November 24, 2021, 858 investors who have submitted their subscription intentions and other investors who comply with the implementation rules At least 20 securities investment fund companies, 10 securities companies and 5 insurance institutions with specified conditions; From November 25, 2021 to November 28, 2021, a total of 6 new investors expressed their subscription intention, and the co lead underwriters added them to the list of subscription invitations after careful verification. After verification by the lawyers of the firm, the issued invitation for subscription is sealed by the issuer and signed by the sponsor representative. The issuance object and conditions, issuance quantity and price, subscription schedule, subscription and subscription confirmation procedures and rules are in line with the relevant provisions of the implementation rules, and the invitation for subscription is legal and effective.
3. Witnessed by our lawyers, Within the subscription period specified in the invitation for subscription (8:30-11:30, November 29, 2021), the issuer and the joint lead underwriters received the subscription quotation and relevant documents from 16 investors. Because the number of subscriptions and the total amount of subscription funds did not reach the number of shares to be issued and the total amount of funds to be raised in this offering, the issuer and the joint lead underwriters sent it to the company on the afternoon of November 29, 2021 1037 investors in the subscription invitation sent the additional subscription invitation and its attachments, and the issuer and the joint lead underwriter have the right to terminate the additional subscription procedure in advance according to the additional subscription funds. As of 17:00 on November 29, 2021, the issuer and the co lead underwriters have received additional subscription quotations and relevant documents from 8 investors, of which 5 are valid subscription quotations and have participated in the first round of subscription. Upon the inspection of our lawyers, 16 purchase quotations and 5 valid additional purchase quotations were signed by the legal representative or its authorized representative of the investor and stamped with official seal. Their contents comply with the provisions of the implementation rules and are legal and valid. According to the purchase quotation, additional purchase quotation, subscription deposit transfer certificate, letter of commitment and other relevant documents issued by these 16 investors, the purchase of 16 investors is valid after being jointly confirmed by the issuer and the joint lead underwriters. Among them, those involving private investment funds and asset management plans have all been filed, All those involving foreign investors have been admitted by qualified foreign institutional investors (QFII) and have provided unrelated commitments. A total of 13 investors have received subscription deposits in this offering, and the remaining three securities investment fund companies and Chinalco shares do not need to pay deposits. The total amount of subscription deposits paid by the 13 effective investors is RMB 491.6 million.
No. deposit amount of subscription object (10000 yuan)
1 China Galaxy Securities Co.Ltd(601881) 4,400.00
2 Guotai Junan Securities Co.Ltd(601211) 10,000.00
3 Jinan Jiangshan investment partnership (limited partnership) 3200.00
Yunnan zhuoye Private Equity Fund Management Co., Ltd. (2021)
On December 7, 2004, it was renamed the current company name, and the original company name was 1600.00
Yunnan zhuoye Investment Management Co., Ltd.)
5 Shanghai Jinglin Asset Management Co., Ltd. - Jinglin harvest 32600.00
Private equity fund
6 Sinosteel Investment Co., Ltd. 1600.00
7 Shanghai Jinglin Asset Management Co., Ltd. - Jinglin Jingtai 1600.00
Harvest private securities investment fund
8 central enterprise rural industry investment fund Co., Ltd. 10000.00
department
9 AIA Life Insurance Co., Ltd. 1600.00
10JPMorgan Chase Bank,National1,600.00
Association
11 Great Wall Guorui Securities Co., Ltd. 3160.00
12Barclays Bank PLC3,200.00
13 Tan Ruiqing 4600.00
Total 49160.00
In conclusion, our lawyers believe that the implementation process of the issuer's non-public offering complies with the provisions of the administrative measures, implementation rules and other relevant laws and regulations.
3、 The number, price and allocated objects of the non-public offering
(i) Issue quantity and price
According to the resolutions of the board of directors and the general meeting of shareholders of the issuer, the number of shares to be issued this time shall not exceed 938461966, and the total amount of funds raised (including issuance expenses) is expected to not exceed RMB 3 billion.
According to the resolutions of the board of directors and the general meeting of shareholders of the issuer, The base price of this offering is 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the average stock trading price of the 20 trading days before the pricing benchmark date = the total stock trading volume of the 20 trading days before the pricing benchmark date / the total stock trading volume of the 20 trading days before the pricing benchmark date). The base price date of this offering is the first day of the issuance period of this non-public offering (November 25, 2021), 80% of the average transaction price of the issuer's shares in the 20 trading days before the pricing benchmark date is RMB 8.83; therefore, the issuance reserve price determined in this issuance is RMB 8.83/share, and the issuance quantity shall not exceed 938461966 shares and the total amount of funds expected to be raised (including issuance expenses) no more than RMB 3 billion, which shall be determined if it is reached first.
Witnessed by our lawyers, during the subscription period (8:30-11:30, November 29, 2021), the issuer and the joint lead underwriters received the subscription quotations and attachments from 16 investors. The subscription quotations are as follows:
Subscription price of sequential subscription object (yuan) / subscription amount (10000 yuan)
No. (shares)
one
