Beijing Jindu law firm
About Annil Co.Ltd(002875)
Non public offering of A-Shares and compliance of subscription objects
Legal opinion
Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) accepts the entrustment of Annil Co.Ltd(002875) (hereinafter referred to as the issuer, Annil Co.Ltd(002875) , listed company or company) as the special legal adviser for the issuer’s non-public offering of A-Shares (hereinafter referred to as the non-public offering or the offering), In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the measures for the Administration of issuance) of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) The detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the detailed rules), the measures for the administration of securities legal business by law firms (hereinafter referred to as the measures for the administration of securities legal business), the rules for the practice of securities legal business by law firms (for Trial Implementation) (hereinafter referred to as the rules for the practice of securities legal business), and other laws and administrative regulations Rules, normative documents and relevant provisions of the CSRC, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is hereby issued on the issuance process of the issuer’s non-public offering and the compliance of subscription objects.
In order to issue this legal opinion, our lawyers, in accordance with the current laws and regulations of the people’s Republic of China (hereinafter referred to as China, for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), In accordance with the measures for the administration of securities legal business, the rules for the practice of securities legal business and other relevant provisions of the CSRC, the issuer guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion, The documents and materials provided to the Institute (including original written materials, copy materials, copy materials, scanning materials, photo materials, screenshot materials, whether such materials are obtained through various Internet transmission and reception methods such as e-mail, mobile hard disk transmission, project work network disk or open access to internal file system) are true, accurate and reliable Complete and effective, without concealment, false statements and major omissions, and the copy materials, copy materials, scanning materials, photo materials and screenshot materials provided are consistent and consistent with their 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; On the basis that all oral statements and explanations are consistent with the facts, the exchange independently, objectively and impartially followed the principles of prudence and importance, reasonably and fully used the methods of interview, written review, calculation and review to verify and confirm the relevant facts.
Affected by the epidemic of pneumonia caused by New Coronavirus, according to the notice on further strengthening financial support to prevent and control the epidemic of pneumonia in New Coronavirus (silver hair [2020]29) and referring to the notice on the sponsor underwriting business of securities companies during the period of epidemic prevention and control, the epidemic prevention and control period is carried out during the period of epidemic prevention and control of [2020]27. The office and the handling lawyer adopt off-site verification means such as video witness to replace on-site verification.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, companies or other relevant units to express legal opinions. The exchange only expresses opinions on legal issues related to the non-public offering, and does not express opinions on non legal professional matters such as accounting, audit and capital verification. The exchange does not express opinions on non legal professional matters such as accounting, audit and capital verification and overseas legal matters. When quoting some data and conclusions related to capital verification report in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting is not deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange does not have the appropriate qualification to verify and evaluate such data.
The exchange agrees to take this legal opinion as a necessary legal document for this issuance, report it together with other materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
This legal opinion is only used by the company for the purpose of this issuance and shall not be used for any other purpose. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the firm and its handling lawyers hereby issue the following legal opinions:
1、 Approval and authorization of this offering
(i) Approval and authorization of Annil Co.Ltd(002875)
On September 24, 2020, the issuer held the 8th meeting of the 3rd board of directors, deliberated and passed the proposals related to this offering, and agreed to submit these proposals to the shareholders’ meeting of the issuer for deliberation.
On October 15, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposals related to the issuance, and authorized the board of directors and the persons authorized by the board of directors to handle the matters related to the issuance. On August 25, 2021, the issuer held the 14th meeting of the third board of directors, deliberated and adopted the proposal on extending the validity period of resolutions of the general meeting of shareholders on non-public offering of shares and requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to this non-public offering of shares, and agreed to submit these proposals to the general meeting of shareholders of the issuer for deliberation.
On September 29, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on extending the validity period of the resolutions of the general meeting of shareholders on non-public offering of shares and requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to this non-public offering of shares, It is agreed that the validity period of the company’s resolution on the non-public offering of shares and the validity period of the board of directors authorized by the general meeting of shareholders to handle matters related to the non-public offering of shares shall be extended for 12 months from the expiration of the original validity period.
（2） Approval of CSRC
On February 9, 2021, the CSRC issued the reply on approving Annil Co.Ltd(002875) non-public development of shares (zjxk [2021] No. 511), approving Annil Co.Ltd(002875) non-public issuance of no more than 42593906 new shares.
To sum up, the exchange believes that Annil Co.Ltd(002875) this offering has obtained the necessary approval and authorization, and the listing of the shares issued in this non-public offering needs the examination and approval of Shenzhen Stock Exchange.
2、 Issuance process and results of this issuance
Citic Securities Company Limited(600030) (hereinafter referred to as Citic Securities Company Limited(600030) ) serves as the sponsor (lead underwriter) of Annil Co.Ltd(002875) this offering. After verification, the inquiry object, inquiry result, pricing and placement object determination, payment and capital verification process of this issuance are as follows:
(i) Inquiry object of this issue
According to the “Shenzhen Annai” submitted by Annil Co.Ltd(002875) and Citic Securities Company Limited(600030) to the CSRC on November 22, 2021
The company’s non-public stock issuance plan (hereinafter referred to as the issuance plan), e-mail sending records, express vouchers and other documents, On December 8, 2021, Citic Securities Company Limited(600030) issued to 92 investors the invitation for subscription of Annil Co.Ltd(002875) non-public Development Bank shares (hereinafter referred to as the invitation for subscription) and its attachment Annil Co.Ltd(002875) non-public development bank stock subscription quotation (hereinafter referred to as the subscription quotation) and other subscription documents. The above investors include 16 of the top 20 shareholders of Annil Co.Ltd(002875) as of November 19, 2021 (excluding the controlling shareholders, actual controllers, directors, supervisors, senior managers of the issuer and the recommendation institution (lead underwriter), 21 securities investment fund management companies, 10 securities companies 7 insurance institutional investors and 38 other investors (hereinafter referred to as the inquiry object).
From the date of submitting the issuance plan for this non-public offering (November 22, 2021) to 9:00 on the Subscription Date (December 13, 2021), as 16 investors expressed their subscription intention, Citic Securities Company Limited(600030) sent supplementary subscription documents such as subscription invitation and subscription quotation to 16 investors.
The invitation for subscription mainly includes the subscription object and conditions, subscription time and subscription method, issuance price, procedures and rules for determining the issuance object and the number of shares allocated; The subscription quotation mainly includes the subscription price, subscription amount, and the subscription object agrees to pay the subscription amount according to the allocated amount and time finally determined in Annil Co.Ltd(002875) .
After verification, the exchange believes that the contents of the invitation for subscription and the quotation for subscription of this offering comply with the provisions of relevant laws and regulations, and the inquiry object of this offering complies with the qualifications and conditions as the object of this offering as stipulated in relevant laws and regulations, Annil Co.Ltd(002875) the resolutions of the second extraordinary general meeting in 2020 and the first extraordinary general meeting in 2021.
（2） Inquiry results of this issue
Witnessed by the lawyers of the firm, during the subscription period (9:00-12:00 on December 13, 2021) determined by the invitation for subscription, Annil Co.Ltd(002875) and the lead underwriter received 16 copies of the subscription quotation. After verification, the specific application quotation is as follows:
No. subscription price of subscription object whether the subscription amount is paid in full and on time whether it belongs to (yuan / share) (10000 yuan) effective subscription with subscription deposit
1. Yangzhong Jinrun Investment Center (7.332000.00 yes)
Limited partnership)
28.001600.00 yes
Chen Jian is
37.501,600.00
No. subscription price of subscription object whether the subscription amount is paid in full and on time whether it belongs to (yuan / share) (10000 yuan) effective subscription with subscription deposit
47.321600.00 yes
5 jin Fangfang 7.501500.00 yes
67.993300.00 yes
7 Huang Zhimin 7.603300.00 yes
87.323300.00 yes
98.132100.00 yes
10 Yang Yin 7.522100.00 yes
117.322100.00 yes
127.831500.00 yes
Xue Xiaohua yes
137.332,000.00
14 Guosen Securities Co.Ltd(002736) 7.581500.00 yes
157.382000.00 yes
16 CAITONG Fund Management Co., Ltd. 7.331500.00 not applicable yes
17 Nord Fund Management Limited 7.551600.00 not applicable yes
18 Xinyu Shansi investment management center 8.004500.00 yes
19 (limited partnership) – Shansi Junhan 7.604500.00 yes
202 private equity investment fund 7.324500.00 yes
21 Guan Zhibo 9.093100.00 yes
229.081800.00 yes
23 Xu Guoxin 8.582800.00 yes
