Beijing Dacheng Law Firm
On the issuance process of shares issued to specific objects through summary procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 and the compliance of subscription objects
Special legal opinion
Beijing Dacheng Law Firm
www.dentons. cn.
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Beijing Dacheng Law Firm
About Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Issuance of shares to specific objects through summary procedures in 2021
Issue process and compliance of subscribers
Special legal opinion
To: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Beijing Dacheng Law firm has accepted the entrustment of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) to act as its special legal adviser for issuing A-share shares (hereinafter referred to as "this offering") to specific objects in 2021 through summary procedures within the territory of the people's Republic of China, and hereby express legal opinions on the issuance process of this offering and the compliance of subscription objects.
In accordance with the provisions of relevant laws, regulations and normative documents such as the securities law, the company law, the Listing Rules of the Kechuang board, the review rules for the issuance and listing of the Kechuang board, the Compilation Rules No. 12, the measures for the administration of law firms engaging in securities legal business, and the securities legal business practice rules of law firms (for Trial Implementation), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we witnessed the issuer's issuance process and the compliance of subscription objects, checked and verified relevant documents and facts, and issued this special legal opinion.
Unless otherwise specified, The meanings of relevant terms in this special legal opinion are the same as the legal opinion of Beijing Dacheng Law Firm on Issuing A-share shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 by summary procedure and the lawyer work report of Beijing Dacheng Law Firm on Issuing A-share shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 by summary procedure (hereinafter collectively referred to as the "original legal opinion") ）The same terms in have the same meaning. The matters stated by our lawyers in the original legal opinion will continue to apply to this special legal opinion.
1、 Approval and authorization of this offering
(I) internal approval and authorization obtained for this issuance
1. On April 7, 2021, the issuer held the 39th meeting of the second board of directors, The proposal on the company's compliance with the conditions for issuing shares to specific objects through summary procedures, the proposal on the company's plan for issuing shares to specific objects through summary procedures in 2021, and the proposal on the company's plan for issuing shares to specific objects through summary procedures in 2021 were reviewed and approved Proposal on the demonstration and analysis report of the company's plan to issue shares to specific objects in 2021 through simple procedures, proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects in 2021 through simple procedures, and proposal on the report on the use of funds raised by the company in the previous time Proposal on diluting immediate return and filling return measures and commitments of relevant subjects by issuing shares to specific objects through simple procedures, proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of shares to specific objects, and proposal on the explanation of the company on the investment of raised funds in the field of scientific and technological innovation And other proposals related to this issuance.
2. On April 29, 2021, the issuer held the 2020 annual general meeting of shareholders, The shareholders attending the meeting deliberated and approved the proposal on the company meeting the conditions for issuing shares to specific objects through summary procedures, the proposal on the company's plan for issuing shares to specific objects through summary procedures in 2021, and the proposal on the company's plan for issuing shares to specific objects through summary procedures in 2021 Proposal on the demonstration and analysis report of the company's plan to issue shares to specific objects in 2021 through simple procedures, proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects in 2021 through simple procedures, and proposal on the report on the use of funds raised by the company in the previous time Proposal on diluting immediate return and filling return measures and commitments of relevant subjects by issuing shares to specific objects through simple procedures, proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of shares to specific objects, and proposal on the explanation of the company on the investment of raised funds in the field of scientific and technological innovation And other proposals related to this issuance.
3. On January 14, 2022, the issuer held the seventh meeting of the third board of directors, The proposal on the bidding results of the company's issuance of shares to specific objects in 2021 through simple procedures, the proposal on signing a share subscription agreement with specific objects with effective conditions, and the proposal on the authenticity, accuracy and completeness of the prospectus for the issuance of shares to specific objects by the company's science and innovation board through simple procedures were reviewed and approved Proposal on updating the company's 2021 plan for issuing shares to specific objects through simple procedures, proposal on updating the feasibility analysis report of the company's 2021 plan for issuing shares to specific objects through simple procedures to raise funds, and proposal on updating the demonstration and analysis report of the company's 2021 plan for issuing shares to specific objects through simple procedures The proposal on updating the company's explanation on the investment of the raised funds in the field of scientific and technological innovation and other relevant proposals related to the issuance.
(II) this offering has been audited by Shanghai Stock Exchange and registered with China Securities Regulatory Commission
1. On January 26, 2022, the issuer received the notice on accepting the application of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Kechuang board listed companies for issuing securities (szksh (refinancing) [2022] No. 19) issued by the listing audit center of Shanghai Stock Exchange. The listing audit center of Shanghai Stock Exchange Kechuang board reviewed the application documents of the company for issuing shares to specific objects in 2021 through simple procedures, And submitted to the China Securities Regulatory Commission for registration on January 29, 2022.
2. On February 24, 2022, the issuer received the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) issuing shares to specific objects (zjxk [2022] No. 347) issued by the CSRC. On February 18, 2022, the CSRC approved the company's application for registration of issuing shares to specific objects through simple procedures.
In conclusion, our lawyers believe that the issuer has obtained the necessary approval and authorization for this issuance and has the legal conditions for implementation.
2、 Process and results of this issuance
(I) sending invitation for subscription
From January 6, 2022 to 9 a.m. on January 11, 2022, The issuer and the lead underwriter Zhongtian Guofu Securities Co., Ltd. issued to 99 institutions and individuals the invitation to subscribe for the issuance of shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 through simple procedures (hereinafter referred to as the "invitation to subscribe"), and the quotation for the issuance of shares to specific objects in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 through simple procedures (hereinafter referred to as the "quotation for subscription") And other subscription invitation documents. After verification, the specific sending objects of this subscription invitation document include the top 20 shareholders of the company (excluding related parties), no less than 20 securities investment fund management companies, no less than 10 securities companies and no less than 5 insurance institutional investors. The specific sending objects include the top 20 shareholders of the issuer, 33 securities investment funds and 18 securities companies after excluding related parties, 7 insurance institutional investors, 3 other investors and 18 investors who have submitted the letter of intent.
After verification, the invitation for subscription, the sending object and the sending process comply with the relevant provisions of laws, regulations, rules and normative documents such as the measures for the administration of registration and the measures for the administration of securities issuance and underwriting on the issuance of shares to specific objects, which are legal and effective.
(II) purchase quotation
Witnessed by our lawyers, the subscription time of this issuance of shares to specific objects is 9:00-12:00 on January 11, 2022. During the subscription period, a total of 14 investors participated in the subscription.
After verification by the lawyers of the exchange, the above investors have submitted the purchase quotation in accordance with the provisions of the invitation for subscription, and their purchase price and purchase quantity are in line with the provisions of the invitation for subscription, as well as laws and regulations such as the measures for the administration of registration and the measures for the administration of securities issuance and underwriting The relevant provisions of the rules and normative documents on the issuance of shares to specific objects, and their subscription quotation and subscription quantity are legal and valid.
(III) determine the issue price, issue quantity, issue object and placement
1. Determination of issue price
The pricing benchmark date of this issuance is the first day of the issuance period of the company's shares, i.e. January 7, 2022.
The issuing price shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date), that is, not less than 155.10 yuan / share.
The recommendation institution (lead underwriter) organizes bookkeeping and filing through bidding, and determines the issuance price of 157.08 yuan / share in strict accordance with the procedures and rules for determining the issuance price, issuance object and allocated shares in the subscription invitation according to the subscription quotation of investors.
2. Determination of issuance quantity
According to the subscription quotation of the issuing object, the number of shares issued to specific objects through simple procedures is 1235039 shares, all of which are issued by issuing shares to specific objects, which does not exceed the maximum number of shares approved by the board of directors and the general meeting of shareholders and approved by the CSRC, It does not exceed the upper limit of 1250805 shares to be issued specified in the issuance plan, and the number of shares to be issued exceeds 70% of the upper limit of shares to be issued specified in the issuance plan.
3. Raised funds
The total amount of funds raised in this offering is 19399992612 yuan, after deducting the issuance expenses excluding tax, the total amount is 403889959 yuan, and the net amount of funds raised is 18996102653 yuan. The funds raised in this offering did not exceed the total amount of 194 million Yuan approved by the board of directors and the general meeting of shareholders and registered with the consent of the CSRC.
4. Issuing object and placement
The procedures and rules for the issuer and the recommendation institution (lead underwriter) to determine the issuance price, the issuance object and the number of allocated shares according to the subscription quotation of investors and in strict accordance with the subscription invitation. The issuing objects are finally determined to be 6, all of which are the objects sent by the subscription invitation document, and there are no new investors who are not in the invitation list. The specific placing results of this offering are as follows:
Sequence number of shares allocated to the issuing object (shares) amount allocated (yuan) sales restriction period
Date (month)
1 bocom Schroder Fund Management Co., Ltd. 4456326999987456 6
department
2 Wuhan huashijinhong private equity investment 2546473999995076 6
Fund partnership (limited partnership)
3 li Jianfeng 2546473999995076 6
4 China Europe Fund Management Co., Ltd. 1273231999989684 6
5 Chen yongyang 1273231999989684 6
6 Wells Fargo Fund Management Co., Ltd. 25467400035636 6
Total 123503919399992612-
(IV) payment and capital verification
1. Issue payment notice
On March 1, 2022, the issuer and the lead underwriter respectively issued the notice of payment for Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 issuance of shares to specific objects by simple procedures (hereinafter referred to as the "Notice of payment"), which includes the issuance price finally determined in this issuance, the number of shares allocated to each issuing object and the amount of subscription payment to be paid Payment deadline and designated account.
After inspection, the payment notice complies with the relevant provisions of laws, regulations, rules and normative documents such as the measures for the administration of registration and the measures for the administration of securities issuance and underwriting on the issuance of shares to specific objects
