Beijing Zhonglun law firm
Special verification opinions on matters related to abnormal performance or proposed assets before Fuda Alloy Material Co.Ltd(603045) major asset restructuring
March, 2002
Beijing Zhonglun law firm
About Fuda Alloy Material Co.Ltd(603045) before major asset restructuring
Abnormal performance occurs or there are matters related to the proposed acquisition of assets in the reorganization
Special verification opinions
To: Fuda Alloy Material Co.Ltd(603045)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as ” Fuda Alloy Material Co.Ltd(603045) ” or “listed company” or “the company”) to act as the special legal adviser of Fuda Alloy Material Co.Ltd(603045) this major asset replacement and issuance of shares to purchase assets and raise supporting funds and related transactions (hereinafter referred to as “the transaction”). In accordance with the requirements of the guidelines for the application of regulatory rules – listing class No. 1 issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on July 31, 2020, the exchange conducted verification on matters related to this transaction and issued this special verification opinion (hereinafter referred to as the “special verification opinion”).
For the special verification opinions, our lawyer hereby makes the following statement:
The exchange expresses opinions based on the facts that have occurred or existed before the date of issuance of the special verification opinions, the current laws and regulations of China and the relevant provisions of the CSRC, and these opinions are based on the lawyers’ understanding of the relevant facts and the understanding of the relevant laws. All parties involved in this transaction have made the following guarantees to our lawyers: they have provided the true and complete original written materials, copies or oral testimony necessary for issuing this special verification opinion, and there is no concealment, falsehood or misleading. If the materials provided are copies or copies, they shall be consistent with the original or the original. For the fact that it is very important to issue this special verification opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions and the instructions or confirmation issued by listed companies and relevant parties to the exchange. This special verification opinion is only for the purpose of this transaction of the listed company and shall not be used for any other purpose.
Unless otherwise specified, the abbreviation used in this special verification opinion has the same meaning as the legal opinion of Beijing Zhonglun law firm on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions disclosed by the listed company.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, verified and verified this transaction, and guaranteed that there are no false records, misleading statements and major omissions in this special verification opinion. In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted special verification on the matters specified in the guidelines for the application of regulatory rules – listing class No. 1, and now issue special verification opinions as follows:
1、 Performance of commitments after listing, whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
After inquiring about the relevant announcements disclosed by Fuda Alloy Material Co.Ltd(603045) on the website designated by the Shanghai Stock Exchange, the main commitments made by Fuda Alloy Material Co.Ltd(603045) , Fuda Alloy Material Co.Ltd(603045) actual controllers and their persons acting in concert, directors, supervisors and senior managers since Fuda Alloy Material Co.Ltd(603045) listing (excluding the commitments made by relevant parties in this transaction) and their performance are as follows:
Commitment subject commitment type commitment content commitment period performance
(I) commitments made during initial public offering
1. Served as Fuda Alloy Material Co.Ltd(603045) director or supervisor in Wang Dawu
During the working or senior management period, I will work every year
The number of shares transferred shall not exceed the number of shares directly or indirectly
25% of the total number of Fuda Alloy Material Co.Ltd(603045) shares held; king
Dawu will not transfer his direct salary within half a year after his resignation
Holding shares of the company
Fuda Alloy Material Co.Ltd(603045) shares actually controlled or indirectly held by Donghe; two
The shares of the issuer held by me expire
The system and personnel are consistent
If the shares are reduced within the next two years, the reduction price shall not be lower than
The restriction on the sale of moving wangzhong shares is long-term and effective, and the issue price is strictly fulfilled; If the company becomes public within six months after listing
Male, Chen Chen
The closing price of the company’s shares for 20 consecutive trading days
Chen Songyang, Lu
Are lower than the offering price, or six months after listing
Xiaohe
If the closing price at the end of the period is lower than the issue price, its holding company
The lock up period of the company’s shares is automatically extended by six months
Month. I promise that I will not change because of Wang Dawu’s position
Abandoning the performance of the above commitments for reasons such as change, resignation, etc
Promise.
The issuer’s shares held by the company’s controlling shares shall be held two days after the expiration of the lock-in period
If the shares of the East and the company are actually reduced within the year of control, the reduction price shall not be lower than the expiration of the issuance lock-in period
The limited selling price of Wangda shares; Within six months after the listing of the company, if the closing price of the company’s shares is lower than that of the directors for 20 consecutive trading days, the closing price of the company’s shares is lower than that of the directors for 24 consecutive trading days
Songyang is at the issue price or at the end of six months after listing
If the closing price is lower than the issue price, it holds shares of the company
Commitment subject commitment type commitment content commitment period performance
The lock-in period of tickets is automatically extended by six months.
1. If within two years after the expiration of the lock-in period, I intend to
If the shares are reduced, the reduction price (after the resumption of rights)
Not lower than the initial public offering
The issue price of (refers to the price after the resumption of rights); lock
Within two years after the expiration of the term, I will reduce my holdings every year
The total number of shares held by the company shall not exceed
Registered on the last trading day of the year
20% of the total number of shares under his name. Due to the company’s entry
Distribution of exercise interests, reduction of capital and reduction of shares, etc
In case of any change in the company’s shares held by the company’s controlling shares, the shares of the company can be purchased from the company in the corresponding year
The amount of shares actually controlled and transferred by the company shall be changed accordingly; 2. I have reduced the number of votes for listing
Prior to the strict performance of the system and its holding of the company’s shares, it shall be 60 days from three trading days in advance
Make public announcement to the person acting, and follow the regulations of the stock exchange for six months
Timely and accurately perform the obligation of information disclosure;
3. If I violate the above reduction intention, this
I promise to accept the following binding measures: ① I
It will be held at the shareholders’ meeting and the meeting designated by the CSRC
The disclosure media publicly stated that it violated the intention to reduce its holdings
And report to the company’s shareholders and the public
Apologize to investors; ② My company
Since the date when I violate the above reduction intention
No reduction is allowed within 6 months from the date of issuance.
If the company’s prospectus is approved by relevant regulatory authorities
The existence of false records, misleading statements or
The major omission of the company is of great significance to judge whether the company meets the requirements
The issuance conditions stipulated by law constitute a major and practical issue
In case of qualitative impact, the company will be under the supervision and administration of securities
Fuda Alloy Material Co.Ltd(603045) other departments, when making the above determination, repurchased all the new shares of the first long-term effective public offering in accordance with the law and strictly performed the public offering, and
Start the repurchase procedure within trading days, and the repurchase price
It is the issuing price plus the bank deposit interest for the same period
Interest (if the company’s shares have dividend distribution, share bonus and capital)
Ex rights and ex interest matters such as the conversion of the accumulation fund into share capital
The shares repurchased include initial public development
Commitment subject commitment type commitment content commitment period performance
All new shares and their derivative shares of the bank shall be issued
Price will be adjusted accordingly (ex right and ex interest)
Or other prices approved by the securities regulatory authorities.
The existence of false records, misleading statements or
The major omission of the company’s controlling shareholders is important to judge whether the company meets the requirements
The issuance conditions stipulated by other laws constitute a major and practical issue
If the issuer and its long-term effective and strict performance have a qualitative impact, I will be in the securities supervision and administration
When the Department responsible for the action makes the above determination, urge the company to
The law repurchases all new shares issued in the initial public offering.
If the company’s prospectus is actually controlled by relevant regulatory authorities
The controlling party and the holding company determine that there are false records, misleading statements or
Shareholders and all others
If the major omission of the directors, supervisors and supervisors causes the investors to suffer losses in the long-term effective and strict performance of the senior managers of the securities exchange, they will compensate the investors according to law
Loss of personnel.
1. Not free of charge or on unfair terms
Individuals or individuals transfer benefits, and do not use their
Damage the interests of the company in other ways; 2. For directors and senior executives
The job consumption behavior of first-class managers is about
All directors of the company; 3. Do not use the company’s assets to engage in its performance
The senior manager has nothing to do with other duties; 4. The board of directors or the board of directors shall strictly implement the remuneration system and the company’s remuneration system formulated by the personnel assessment committee in a long-term and effective manner
Linking the implementation of the compensation measures;
5. Exercise clause of equity incentive of the company to be announced
Implementation of the company’s compensation measures
Phase hook.
(II) other commitments
Actual controller of the company
