Guohao law firm (Shanghai)
about
Baoxiniao Holding Co.Ltd(002154)
Non public offering of A-Shares in 2021
Issuance process and subscription object compliance
of
Legal opinion
Beijing Shanghai Shenzhen Hangzhou Tianjin Kunming Guangzhou Ningbo Fuzhou Xi’an Nanjing Nanning Hong Kong Paris Madrid
Address: floor 23-25, Jiadi center, No. 968, Beijing West Road, Shanghai zip code: 200041
Tel: 021-52341668 Fax: 021-62676960
website: http://www.grandall.com..cn.
January 2022
Guohao law firm (Shanghai)
About Baoxiniao Holding Co.Ltd(002154)
Legal opinion on the issuance process of non-public offering of A-Shares and the compliance of subscribers in 2021
To: Baoxiniao Holding Co.Ltd(002154)
Section I introduction of legal opinion
1、 Basis for issuing legal opinion
According to the non litigation legal service entrustment agreement signed with Baoxiniao Holding Co.Ltd(002154) (hereinafter referred to as ” Baoxiniao Holding Co.Ltd(002154) “, “the issuer” or “the company”), Guohao law firm (Shanghai) acted as the special legal adviser for the issuer’s non-public offering of A-Shares in 2021 (hereinafter referred to as “this offering” or “this non-public offering”).
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission, In accordance with the requirements 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), in accordance with the generally recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, based on the facts and the law, This legal opinion is issued on the basis of the verification and verification of the issuer’s non-public offering process and the compliance of the subscription object.
2、 Statement of legal opinion
The lawyers of the firm give legal opinions according to the facts that have occurred or existed before the date of issuance of the legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declare as follows:
(i) In accordance with the securities law, the measures for the administration of securities business of law firms, the rules for the implementation 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 firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
（2） Our lawyers agree to publicly disclose this legal opinion as a necessary legal document for the issuer’s non-public offering, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of the contents of the legal opinion issued by our lawyers.
（3） For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons, as well as the handling lawyers to identify the letters and interview results of relevant departments or persons.
（4） The issuer has guaranteed that it has provided the exchange with all relevant factual materials necessary for issuing this legal opinion, that the relevant written materials and written testimony are true and effective, without any major omissions and misleading statements, and that the copies provided are consistent with the original.
（5） This legal opinion only expresses opinions on the issuer’s non-public offering process, the compliance of subscription objects and relevant legal issues, and does not express opinions on other non-legal matters.
（6） This legal opinion is only used by the issuer for the purpose of this non-public offering and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of this offering
(i) Approval of the board of directors of the issuer
On May 10, 2021, the issuer held the 12th meeting of the 7th board of directors and passed the proposal on the company’s compliance with the conditions for non-public development of shares, the proposal on the company’s non-public development of shares, the plan for non-public offering of shares in 2021, the feasibility analysis report on the use of funds raised by non-public development of shares in 2021, item by item The proposal on the non-public Development Bank‘s shares constituting connected transactions, the proposal on the signing of the non-public Development Bank‘s share subscription agreement with effective conditions between the company and the subscription object, the proposal on submitting to the general meeting of shareholders to approve the increase of the company’s shares held by the company’s actual controller from issuing an offer The proposal on the diluted immediate return and filling measures of the non-public Development Bank‘s shares and the commitments of relevant subjects, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public Development Bank‘s shares, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares Proposal on convening the fourth extraordinary general meeting of shareholders in 2020, etc. As the object of this non-public offering is Wu Zhize, the actual controller of the issuer, and is the related party of the issuer. Therefore, Wu Zhize’s participation in the subscription of this non-public offering constitutes a connected transaction with the issuer. Related directors Wu Zhize and Wu Liya have avoided voting when considering relevant proposals. The independent directors of the company also expressed their independent opinions.
（2） Approval of the general meeting of shareholders of the issuer
On May 27, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, at which the above-mentioned proposals related to the non-public offering submitted by the board of directors of the issuer were voted and approved item by item.
（3） Adjust the issuance plan for the first time
The 2020 general meeting of shareholders of the issuer deliberated and approved the 2020 profit distribution plan of the company, which distributed cash dividends of RMB 0.6 (including tax) for every 10 shares to all shareholders. The above equity distribution was completed on June 3, 2021. According to the implementation of the issuer’s equity distribution in 2020 and the pricing principle of the issuer’s non-public offering plan, the issuer has revised the issuance plan.
On June 25, 2021, the issuer held the 13th meeting of the 7th board of directors, which deliberated and passed the proposal on adjusting the company’s non-public offering scheme and other proposals related to the adjustment of the non-public offering scheme item by item. The adjusted issuance price = the issuance price before the adjustment of 3.23 yuan / share – the cash dividend distributed per share of 0.06 yuan = 3.17 yuan / share, The adjusted number is that the number of shares in this non-public offering does not exceed 277602523 (including this number).
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public development of shares deliberated and adopted by the issuer’s third extraordinary general meeting in 2021, the general meeting of shareholders agreed to authorize the board of directors to handle all necessary procedures for the implementation of the restricted stock incentive plan, It includes negotiating with the sponsor (lead underwriter) to determine and implement the specific plan of this non-public offering of shares according to the specific situation, including the timing of issuance, the number of issuance and the scale of raised funds, the start and end date of issuance, the issue price, the selection of issuance objects and other specific matters. Therefore, the adjustment of the issuance plan does not need to be submitted to the general meeting of shareholders for deliberation.
（4） Adjust the issuance plan for the second time
On August 19, 2021, the issuer held the 14th meeting of the 7th board of directors, which deliberated and passed the proposal on adjusting the company’s non-public offering scheme and other proposals related to adjusting the non-public offering scheme one by one, The number of shares in this non-public offering is adjusted to not less than 173501578 shares (including the number) and not more than 260244164 shares (including the number), and the total amount of funds to be raised is adjusted to not less than 550 million yuan and not more than 824974000 yuan (including the number).
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares considered and adopted by the issuer’s third extraordinary general meeting in 2021, the general meeting of shareholders agreed to authorize the board of directors to handle matters related to the non-public offering of shares within the scope of relevant laws and regulations, It includes negotiating with the sponsor (lead underwriter) to determine and implement the specific plan of this non-public offering of shares according to the specific situation, including the timing of issuance, the number of issuance and the scale of raised funds, the start and end date of issuance, the issue price, the selection of issuance objects and other specific matters. Therefore, the adjustment of the issuance plan does not need to be submitted to the general meeting of shareholders for deliberation. （5） Adjust the issuance plan for the third time
The fourth extraordinary general meeting of the issuer in 2021 deliberated and approved the proposal on the profit distribution plan for the half year of 2021, and distributed cash dividends of RMB 1.5 (including tax) to all shareholders for every 10 shares. The above equity distribution was completed on September 16, 2021. According to the implementation of the issuer’s equity distribution in the half year of 2021 and the pricing principle of the issuer’s non-public offering plan, the issuer has revised the offering plan.
On October 14, 2021, the issuer held the 16th meeting of the 7th board of directors, which deliberated and passed the proposal on adjusting the company’s non-public offering scheme and other proposals related to the adjustment of the non-public offering scheme item by item. The adjusted issuance price = the issuance price before the adjustment of 3.17 yuan / share – the cash dividend distributed per share of 0.15 yuan = 3.02 yuan / share, The adjusted number of shares to be issued is not less than 182119206 shares (including the number) and not more than 273170198 shares (including the number).
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares considered and adopted by the issuer’s third extraordinary general meeting in 2021, the general meeting of shareholders agreed to authorize the board of directors to handle matters related to the non-public offering of shares within the scope of relevant laws and regulations, It includes negotiating with the sponsor (lead underwriter) to determine and implement the specific plan of this non-public offering of shares according to the specific situation, including the timing of issuance, the number of issuance and the scale of raised funds, the start and end date of issuance, the issue price, the selection of issuance objects and other specific matters. Therefore, the adjustment of the issuance plan does not need to be submitted to the general meeting of shareholders for deliberation. （6） Approval of CSRC
On November 2, 2021, the CSRC issued the reply on approving Baoxiniao Holding Co.Ltd(002154) non-public development of shares (zjxk [2021] No. 3477), approving the issuer’s non-public offering of no more than 273170198 new shares. The reply shall be valid within 12 months from the date of approval of issuance.
In conclusion, our lawyers believe that the issuance has obtained the necessary approval and authorization and has been approved by the CSRC, which is qualified for the implementation of the issuance.
2、 Compliance of the offering process and subscription objects
According to the master underwriting agreement of Baoxiniao Holding Co.Ltd(002154) 2021 non-public development bank RMB common shares (A shares) and the recommendation agreement of Baoxiniao Holding Co.Ltd(002154) 2021 non-public development bank RMB common shares (A shares) signed by the issuer and Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) “) for this offering, Guoyuan Securities Company Limited(000728) acts as the sponsor (Master underwriter) of the issuer for this offering. According to the issuance scheme of this issuance, this issuance does not involve the inquiry process. After verification by our lawyers, Guoyuan Securities Company Limited(000728) the issuance process and results of this issuance are as follows:
(i) Relevant agreements of this offering
In May 2021, the issuer and Wu Zhize signed the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement with effective conditions, which agreed on the subscription price, subscription quantity, subscription amount, subscription method and sales restriction period of the issued shares.
In June 2021, the issuer and Wu Zhize signed the supplementary agreement to the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement to adjust the issuance price and quantity of the non-public offering according to the implementation of the issuer’s equity distribution in 2020 and the pricing principle of the issuer’s non-public offering plan.
In August 2021, the issuer and Wu Zhize signed supplementary agreement II to the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement, which adjusted the number of shares issued and the total amount of funds raised in this non-public offering accordingly according to the requirements of the regulatory authorities.
In October 2021, the issuer and Wu Zhize signed the Supplementary Agreement III to the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement, and adjusted the issuance price and quantity of the non-public Development Bank shares accordingly according to the implementation of the issuer’s semi annual equity distribution in 2021 and the pricing principle of the issuer’s non-public offering plan.
Upon verification, the contents of the Baoxiniao Holding Co.Ltd(002154) non public offering stock subscription agreement, Baoxiniao Holding Co.Ltd(002154) supplementary agreement to non public offering stock subscription agreement, Baoxiniao Holding Co.Ltd(002154) supplementary agreement II to non public offering stock subscription agreement and Baoxiniao Holding Co.Ltd(002154) Supplementary Agreement III to non public offering stock subscription agreement signed by the issuer and the subscription object are legal and valid, The entry into force conditions agreed in these agreements have been fulfilled and comply with the provisions of Article 11 of the detailed rules for the implementation of non-public offering of shares by listed companies.
（2） Subscription object of this offering
The subscription object of the non-public offering of shares is Wu Zhize, and the subscription method is to subscribe all the shares of the company’s non-public offering in cash.
According to Wu Zhi
