Beijing Deheng Law Firm on Double Medical Technology Inc(002901)
Non public offering of a shares
Issue process and compliance of subscribers
Legal opinion
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Beijing Deheng Law Firm
About Double Medical Technology Inc(002901)
Non-public offering of A-share stock issuance process and compliance of subscription objects
Legal opinion
Deheng 01f202011415 to: Double Medical Technology Inc(002901)
Beijing Deheng Law Firm (hereinafter referred to as "the firm") is entrusted by Double Medical Technology Inc(002901) (hereinafter referred to as "the issuer" or "the company") to act as the special legal adviser for the issuer's non-public offering of A-Shares (hereinafter referred to as "the offering"). In accordance with the company law of the people's Republic of China, 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") and the measures for the administration of securities issuance and underwriting (hereinafter referred to as the "measures for the administration of underwriting") In accordance with the 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 other laws, regulations and normative documents, witness the issuance process of the issuer and the compliance of subscription objects, and issue this legal opinion.
In accordance with the provisions of 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 this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities. Unless otherwise specified, the words used in this legal opinion have the same meanings as those in the legal opinion of Beijing Deheng Law Firm on Double Medical Technology Inc(002901) non-public development of A-share shares and the lawyer work report of Beijing Deheng Law Firm on Double Medical Technology Inc(002901) non-public development of A-share shares.
Our lawyers agree to submit this legal opinion together with other application materials, and are willing to bear corresponding legal responsibilities for the authenticity, accuracy and completeness of this legal opinion.
In accordance with the requirements of current laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the Chinese lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Approval and authorization of this offering
(I) approval of the board of directors of the issuer
On September 14, 2020, the issuer held the 10th meeting of the second board of directors, deliberated and adopted the proposal on the company's plan for non-public development of A-Shares and other proposals related to this offering.
On November 5, 2021, the issuer held the 19th meeting of the second board of directors, deliberated and adopted the proposal on extending the validity period of the resolution of the 2020 shareholders' meeting on non-public development of A-Shares and the proposal on requesting the shareholders' meeting to extend the validity period of authorizing the board of directors to handle matters related to non-public development of A-Shares in 2020.
On February 21, 2022, the issuer held the 20th meeting of the second board of directors, deliberated and adopted the proposal on opening a special account for raised funds.
The independent directors of the issuer have issued the independent opinions of independent directors on the matters considered at the 10th meeting of the second board of directors, the independent opinions of independent directors on the matters considered at the 19th meeting of the second board of directors and the independent opinions of independent directors on the matters considered at the 20th meeting of the second board of directors.
The resolution of the fourth meeting of the Fifth Board of directors of the issuer and the plan for Double Medical Technology Inc(002901) non public development of A-Shares were announced on the website of Shenzhen Stock Exchange on September 15, 2020; The resolution of the 19th meeting of the second board of directors was announced on the website of Shenzhen Stock Exchange on November 6, 2021; The resolution of the 20th meeting of the second board of directors was announced on the website of Shenzhen Stock Exchange on February 22, 2022.
(II) approval of the general meeting of shareholders of the issuer
On September 30, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company's non-public development and issuance of A-Shares and other proposals related to this issuance.
On November 18, 2021, the issuer held the fifth extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on non-public offering of A-Shares in 2020 and the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to non-public offering of A-Shares in 2020.
The resolution of the issuer's second extraordinary general meeting in 2020 was announced on the website of Shenzhen Stock Exchange on October 9, 2020; The resolution of the issuer's fifth extraordinary general meeting in 2021 was announced on the website of Shenzhen Stock Exchange on November 19, 2021.
(III) approval of regulatory authorities
On March 17, 2021, the issuer obtained the reply on approving Double Medical Technology Inc(002901) non-public development of shares (zjxk [2021] No. 750, hereinafter referred to as the "issuance reply") from the CSRC and agreed to the company's application for non-public offering of shares. The reply shall be valid within 12 months from the date of approval of issuance.
Our lawyers believe that the issuer's issuance has obtained the necessary approval and authorization, and has been approved and agreed by the CSRC. It complies with the relevant provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of issuance, the detailed rules for the implementation, and is legal, compliant and effective.
2、 Main contents of this issuance plan
(I) types of shares issued
The shares issued this time are RMB ordinary shares (A shares) listed in China.
(II) par value of shares
The par value of the shares issued this time is RMB 1.00/share.
(III) issued quantity
The reply on approving Double Medical Technology Inc(002901) non-public offering of shares (zjxk [2021] No. 750) approved the company's non-public offering of no more than 120670740 new shares.
Through consultation between the issuer and the recommendation institution (lead underwriter), the number of shares in this non-public offering is determined to be no more than 12 million shares, and the final number of shares will be determined according to the final issue price.
(IV) issuance method
The shares issued this time adopt the method of non-public offering to specific objects. Within the validity period after the CSRC approves the application for this issuance, select an appropriate time to issue A-share shares to no more than 35 specific objects. All issuers subscribe for the shares issued this time in RMB cash.
(V) issue price
The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date.
If the issuer's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the base price of this issuance will be adjusted accordingly according to the following methods: assuming that the base price of issuance before adjustment is P0, the number of shares sent or converted into share capital per share is n, the dividend per share is D, and the base price of issuance after adjustment is P1, then: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 ÷ (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) ÷ (1 + n).
The final issue price of the non-public offering of shares will be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and according to the subscription quotation of the issuing object after the company obtains the approval of the CSRC on the non-public offering.
(VI) issuing object
The objects of this non-public offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions of the CSRC. All issuers subscribe for the shares of this non-public offering in cash. The objects of this non-public offering do not include the controlling shareholders, actual controllers, directors, supervisors, senior managers of the issuer and the lead underwriter and their related parties that control or exert significant influence.
The list of investors sending the invitation for subscription in this offering shall be jointly determined by the issuer and the sponsor (lead underwriter). The sending objects include investors who have submitted the letter of intent for subscription after the announcement of the resolution of the board of directors, the top 20 shareholders of the company, no less than 20 securities investment fund management companies, no less than 10 securities companies
No less than 5 insurance institutional investors, and the sending list complies with Article 23 of Chapter IV of the implementation rules
Relevant regulations comply with the requirements of the resolution of the general meeting of shareholders, and there is no report to the controlling shareholders of the issuer and the lead underwriter
Actual controllers, directors, supervisors, senior managers and their related parties controlling or exerting significant influence
The situation of sending the subscription invitation.
(VII) restricted period
The shares subscribed by the issuing object shall not be transferred within six months from the date of issuance.
After the expiration of the lock up period, the issuing object of this non-public offering obtains the company's shares due to this issuance
The reduction shall also comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. book
After the end of this non-public offering, due to the company's bonus shares, the conversion of capital reserve to share capital and other reasons
The company's shares shall also comply with the above restriction period.
In accordance with relevant laws, regulations or their commitments, the specific objects who subscribe for the non-public offering of shares hold
If the lock up period of shares is otherwise stipulated or agreed, relevant provisions or agreements shall be followed.
(VIII) listing place
The shares issued this time will be listed and traded on the Shenzhen Stock Exchange.
(IX) purpose of the funds raised in this offering
The total amount of funds raised in this offering does not exceed 1 billion yuan, and the issuer intends to deduct the issuance expenses
The raised funds will be used for the following projects:
No. total investment amount of the project invested by raised funds (10000 yuan) (10000 yuan)
1 Double Medical Technology Inc(002901) science and Technology Industrial Park - orthopedic implantable consumables production line expansion project 366 China Union Holdings Ltd(000036) 50000
2 Double Medical Technology Inc(002901) science and Technology Industrial Park - oral implant production line construction project 367 China Union Holdings Ltd(000036) 50000
3. Supplementary working capital 27 China Vanke Co.Ltd(000002) 700000
Total 1003 Shenzhen Ecobeauty Co.Ltd(000010) 000000
If the actual net amount of raised funds is less than the total amount of raised funds to be invested, the insufficient part of raised funds shall be issued by the issuer
It is settled with its own funds or through other financing methods. Before the raised funds are in place, the company can
The actual progress of the project shall be paid or invested with self raised funds in advance, and the raised funds shall be based on the actual progress
The early investment shall be replaced according to the requirements and procedures of relevant laws and regulations.
(IX) whether there is a profit distribution or provident fund increase scheme that has not yet been implemented
The 2020 annual equity distribution of the company has been completed on July 1, 2021. As of the issuance date of Double Medical Technology Inc(002901) non-public development bank stock issuance plan, the issuer has not submitted the profit distribution plan or the plan of converting accumulation fund into share capital to the general meeting of shareholders for voting, or has not implemented it despite the vote of the general meeting of shareholders.
Our lawyers believe that the issuer's issuance plan complies with the relevant provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of issuance, the implementation rules, etc.
3、 Issuance process and results of this issuance
(I) underwriting of this offering
According to the underwriting and recommendation agreement between the issuer and Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) "), Citic Securities Company Limited(600030) (as the issuer) and Citic Securities Company Limited(600030) (as the main underwriter and sponsor) on the listing of non-public development RMB common shares (A shares), Citic Securities Company Limited(600030) serves as the sponsor and lead underwriter of the issuer's issuance, Comply with the provisions of Article 49 of the measures for the administration of issuance.
(II) subscription invitation and quotation for this offering
On January 24, 2022, the issuer and the lead underwriter submitted to the CSRC the stock issuance plan of Double Medical Technology Inc(002901) non-public Development Bank (hereinafter referred to as the "issuance plan") and the list of investors who intend to send an invitation for subscription of Double Medical Technology Inc(002901) non-public Development Bank shares, On February 16, 2022, it submitted the letter of commitment on post meeting matters of non-public development of shares to the CSRC
