Guangdong Huashang law firm
Legal opinion on the issuance process of Shenzhen Deren Electronic Co.Ltd(002055) non-public offering of shares and the compliance of subscription objects
December, 2021
Guangdong Huashang law firm
About Shenzhen Deren Electronic Co.Ltd(002055)
The issue process of non-public offering of shares and the compliance of subscription objects
Legal opinion
To: Shenzhen Deren Electronic Co.Ltd(002055)
Guangdong Huashang law firm (hereinafter referred to as "the firm"), as a law firm qualified as a lawyer in China, accepted the entrustment of Shenzhen Deren Electronic Co.Ltd(002055) (hereinafter referred to as "the company", "002055}" or "the issuer") to act as the special legal adviser for the issuer's non-public offering of shares, According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other laws Regulations and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance") and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") In accordance with relevant laws and regulations such as the measures for the administration of securities issuance and underwriting (hereinafter referred to as the "measures for the administration of issuance and underwriting") and the relevant provisions of the CSRC and the Shenzhen Stock Exchange, and 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 involved in this issuance and the compliance of subscription objects.
In accordance with the requirements of relevant laws, regulations and normative documents and the entrustment of the issuer, our lawyers have examined the legality and compliance of the issuer's selection of the issuing object of the non-public offering of a shares, the confirmation of the issuance price, the placement payment, the capital verification process and other relevant facts, And give legal opinions on the facts that have occurred and exist before the issuance date of this legal opinion according to the lawyers' understanding of the facts and the law. This legal opinion only expresses opinions on issues related to this non-public offering, and does not express opinions on accounting audit, asset evaluation, investment decision-making, etc.
This legal opinion is issued only in accordance with the relevant provisions of the laws, regulations and normative documents in force in China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan).
In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the issuer, and based on the following instructions made by the issuer to our lawyers: the issuer guarantees that all documents and facts provided are true, accurate and complete; The issuer has provided true and complete original written materials, copies or oral statements required; The duplicate materials or copies provided by the issuer are completely consistent with the original.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the issuer's behavior and the legality, compliance, authenticity and effectiveness of this issuance, so as to ensure that there are no false records, misleading statements and major omissions in our legal opinions.
This legal opinion is only for the issuer's use in this issuance and shall not be used for any other purpose. Our lawyers agree that the issuer will take this legal opinion as an integral part of its application materials for this issuance, and bear the responsibility for this legal opinion.
The exchange and the handling lawyer guarantee that the contents of this legal opinion quoted by the issuer in the application materials for this issuance have been reviewed by the exchange, confirm that the issuer's application report will not cause legal risks caused by false records, misleading statements and major omissions of the above contents, and bear corresponding legal liabilities for its authenticity, accuracy and completeness.
In accordance with the requirements of the securities law and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified and verified the documents and relevant facts provided by the issuer, and now issue the following legal opinions:
1、 Approval and authorization of this offering
(I) approval and authorization of the issuer
On March 30, 2020, the issuer held the 15th meeting of the 6th board of directors, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's non-public offering of shares, the proposal on the company's plan for non-public offering of A-Shares in 2020, the proposal on the feasibility analysis report on the use of funds raised by non-public offering of shares, and the proposal on the company's opening of special accounts for raised funds were reviewed and passed Proposal on the special report on the use of the company's previously raised funds, proposal on the company's shareholder return planning for the next three years (2020-2022), proposal on the company's non-public Development Bank's diluted immediate return and filling measures and commitments of relevant subjects, proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to this non-public offering of shares And other proposals related to this issuance.
On April 16, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's non-public offering of shares, the proposal on the company's plan for non-public offering of A-Shares in 2020, the proposal on the feasibility analysis report on the use of funds raised by non-public offering of shares, and the proposal on the company's opening of special accounts for raised funds were reviewed and passed Proposal on the special report on the use of the company's previously raised funds, proposal on the company's shareholder return planning for the next three years (2020-2022), proposal on the company's non-public Development Bank's diluted immediate return and filling measures and commitments of relevant subjects, proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to this non-public offering of shares And other proposals related to this issuance.
On January 6, 2021, the issuer held the second meeting of the seventh board of directors, The proposal on adjusting the company's non-public offering stock scheme, the proposal on the company's 2020 non-public offering stock plan (Revised Draft) and the proposal on the feasibility analysis report on the use of funds raised by the company's non-public offering (Revised Draft) were reviewed and passed Proposals on adjusting the company's non-public offering plan, such as the proposal on the company's non-public Development Bank's diluted immediate return and filling measures and the commitments of relevant subjects (Revised Draft).
On February 2, 2021, the issuer held the third meeting of the seventh board of directors, The proposal on adjusting the company's non-public offering stock scheme, the proposal on the company's 2020 non-public offering stock plan (Second Revision) and the proposal on the feasibility analysis report on the use of funds raised by the company's non-public offering (Second Revision) were reviewed and passed Proposals on adjusting the company's non-public offering plan, such as the proposal on the company's non-public Development Bank's diluted immediate return and filling measures and the commitments of relevant subjects (the second revised draft).
On April 28, 2021, the issuer held the fourth meeting of the seventh board of directors, deliberated and adopted the proposal on extending the validity period of the company's non-public development resolution and other proposals, which were deliberated and adopted by the 2020 annual general meeting of shareholders held on May 26, 2021, and extended the validity period of the non-public development resolution for 12 months from the expiration date.
(II) approval of CSRC
On March 15, 2021, the issuer's application for non-public offering of shares was approved by the issuance Audit Committee of CSRC. On May 26, 2021, the issuer received the reply on approving Shenzhen Deren Electronic Co.Ltd(002055) non-public development of shares (zjxk [2021] No. 886) from China Securities Regulatory Commission, which approved the company's non-public offering of no more than 142045674 new shares. If the total share capital changes due to the conversion of share capital, the number of shares issued can be adjusted accordingly; The reply shall be valid within 12 months from the date of approval of issuance.
In conclusion, our lawyers believe that the issuer has obtained the internal approval and authorization of the company, and has been approved by the CSRC, and has fulfilled the necessary approval and authorization procedures.
2、 Compliance of this issuance process
(I) sending invitation for subscription
At the start of this non-public offering, the sponsor (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") reported the list of investors on November 25, 2021, A total of 78 investors were invited to participate in this subscription by sending attachments such as the Shenzhen Deren Electronic Co.Ltd(002055) non public development bank stock subscription invitation (hereinafter referred to as the "subscription invitation") and the Shenzhen Deren Electronic Co.Ltd(002055) non public development bank stock subscription quotation (hereinafter referred to as the "subscription quotation") by e-mail or mail. The list of investors includes the top 20 shareholders of the company (excluding 14 controlling shareholders, actual controllers or their controlled affiliates, directors, supervisors, senior managers, lead underwriters and affiliated parties with the above institutions and personnel), 20 fund companies, 10 securities companies, 5 insurance companies And 29 investors who have expressed their subscription intention to the issuer or lead underwriter.
After the non-public submission of the issuance plan and the list of investors until 9:00 on December 15, 2021, due to Ningbo Hongyang investment management partnership (limited partnership), Shenzhen Huoshen Investment Management Co., Ltd., Huatai Bairui Fund Management Co., Ltd., Dan Xiaoyan, Guo Weisong, Hangzhou Lexin Investment Management Co., Ltd Heshan Hexing equity investment fund partnership (limited partnership), Shanghai Jisheng Investment Management Co., Ltd., Zhu Keqiang, Yu Jianguo, Liu Ziqin, Galaxy Capital Asset Management Co., Ltd., Beijing Taki Asset Management Co., Ltd., Shenzhen Huaxia compound Asset Management Co., Ltd., Wang Fuxin, Beijing nuanyixin Private Fund Management Co., Ltd., Lai Dongmei CAITONG Fund Management Co., Ltd., Shen Zhenyu, Shanghai Qianying Investment Management Co., Ltd., Shanghai Tong'an Investment Management Co., Ltd., Ningbo ningju Asset Management Center (limited partnership), Liu Liping, Zhejiang ningju Investment Management Co., Ltd., Li Huiping, Shenzhen Qianhai JieChuang Capital Management Co., Ltd., Nanjing Ruisen investment management partnership (limited partnership) Beijing tedesheng Investment Co., Ltd. expressed its intention to subscribe. The issuer and the sponsor (lead underwriter) decided to add it to the list of invitation to subscribe, and the sponsor (lead underwriter) sent it the invitation to subscribe and its attachments. The issuer and the lead underwriter sent the invitation to subscribe by email or mail to 106 investors, including 14 of the issuer's top 20 shareholders (without excluding duplicate institutions), 22 fund companies, 10 securities companies, 5 insurance companies and 55 other types of investors.
After verification, the invitation for subscription mainly includes subscription object and conditions, subscription time arrangement and subscription method, determination of issuance price, determination procedures and rules for issuance object and number of shares allocated, special tips, etc; The subscription quotation mainly includes the subscription price, subscription amount, and the subscription object agrees to pay the subscription amount according to the subscription quantity and time finally confirmed by the issuer. After verification, our lawyers believe that the contents of the above invitation for subscription and relevant annexes including the quotation for subscription comply with the provisions of relevant laws and regulations, and the sending of the invitation for subscription complies with the provisions of Articles 22 and 23 of the implementation rules.
(II) subscription of shares issued this time
According to the invitation for subscription, the investors who decide to participate in the offering shall send the application quotation and other necessary documents to Citic Securities Company Limited(600030) by fax or on-site service between 9:00 and 12:00 on December 15, 2021 (subject to the receipt of the application quotation by fax or on-site service of the bookkeeping center before 12:00, the receipt of the quotation materials by mail and the receipt of the application deposit).
Witnessed by our lawyers, between 9:00 and 12:00 on December 15, 2021, Citic Securities Company Limited(600030) received 37 purchase quotations from investors within the effective reporting time agreed in the subscription invitation, and made unified bookkeeping and filing. The details are as follows:
No. name of subscription object subscription price (yuan / share) subscription amount (10000 yuan)
1 Ningbo Hongyang investment management partnership (limited partnership) - Hongyang 12.60 6000
Special fund phase III private securities investment fund 13.00 6000
Shenzhen Huoshen Investment Management Co., Ltd. - Huoshen Qifu road by road 1 13.81 3400
Private equity investment fund No. 2 12.74 3400
11.52 3,400
11.28 9,000
3 Huatai Bairui Fund Management Co., Ltd. 11.27 9000
11.26 9,000
13.09 3,500
4 Gu Mengjun 12.99 4000
