Shaanxi jindy law firm
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On the issuance process of non-public offering shares and the compliance of subscription objects
Legal opinion
January 2002
Legal opinion
interpretation
Unless otherwise stated or the context otherwise requires, the relevant words in this legal opinion have the following specific meanings:
The legal opinion of Shaanxi Jindi law firm on Xi'An Catering Co.Ltd(000721) 2020 non-public development of A-share shares issued by our lawyers on November 2, 2020 The supplementary legal opinion of Shaanxi jindy law firm on Xi'An Catering Co.Ltd(000721) non-public development of A-share shares issued on December 7, 2020, and the supplementary legal opinion of Shaanxi jindy law firm on Xi'An Catering Co.Ltd(000721) non-public issuance of A-share shares issued on May 28, 2021 (II) Supplementary legal opinions of Shaanxi jindy law firm on non-public development of A-share shares of Xi'An Catering Co.Ltd(000721) Co., Ltd. (III) issued on July 21, 2021 Supplementary legal opinion of Shaanxi jindy law firm on non-public development of A-share shares of Xi'an Catering Co., Ltd. (IV) issued on September 7, 2021 and Shaanxi jindy law firm on Xi'An Catering Co.Ltd(000721) issued on November 2, 2021 The supplementary legal opinion on non-public offering of A-Shares (V) is a general term.
This legal opinion of Shaanxi Jindi law firm on Xi'An Catering Co.Ltd(000721) non legal opinion refers to the issuance process of public offering shares and the compliance of subscription objects.
Legal opinion
Shaanxi jindy law firm
On Xi'An Catering Co.Ltd(000721) non-public offering of shares
Legal opinion on the compliance of the issuance process and subscription objects
To: Xi'An Catering Co.Ltd(000721)
According to the special legal service agreement signed between Xi'An Catering Co.Ltd(000721) (hereinafter referred to as "the company" and "the issuer") and the exchange, the exchange is assigned to act as the special legal adviser for Xi'An Catering Co.Ltd(000721) this non-public offering, check the issuance process and the compliance of subscription objects of this offering, and issue this legal opinion.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "administrative measures"), the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "implementation rules"), and the measures for the administration of securities issuance and underwriting In accordance with the provisions of laws, regulations and normative documents such as 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), and in accordance with the business standards, ethics and the spirit of diligence recognized by the law industry, this legal opinion is issued on the issuer's issuance process and the compliance of subscription objects.
In the course of the foregoing investigation, we have obtained the following assurance from the company: the company has provided the original written materials, copies or oral testimony that we consider necessary, true, accurate and complete for the issuance of this legal opinion, without any omission or concealment; All documents and facts provided by the company are true, accurate and complete; The documents provided by the company and the signatures and seals on the documents are true; The duplicate materials or copies provided by the company are completely consistent with the original.
For the fact that the issuance of 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, transaction related parties or other relevant institutions to make judgments and issue relevant legal opinions.
The exchange only gives opinions on Chinese legal issues related to the implementation of this offering, and does not comment on relevant audit and evaluation. The quotation of some data and conclusions in relevant accounting statements, audit reports and evaluation reports in this legal opinion does not indicate that the exchange has made any judgment on the authenticity and accuracy of these data and conclusions
Legal opinion
Any express or implied warranty. For the professional matters such as financial data involved in this offering, the exchange is not authorized or qualified to verify and evaluate such data and / or conclusions.
In accordance with the provisions of the securities law, 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), as well as 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, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this legal opinion as a necessary legal document for this issuance and submit it together with other materials.
Based on the above, the legal opinions issued by the exchange are as follows:
1、 Approval and approval of this offering
(I) internal decision-making procedure
1. The issuer held the sixth meeting of the ninth board of directors on August 28, 2020
(1) On August 28, 2020, the issuer held the sixth meeting of the ninth board of directors, deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's plan for non-public development of A-Shares in 2020, the proposal on the company's plan for non-public issuance of A-Shares in 2020 Proposal on related party transactions involving non-public development of A-Shares of the company in 2020, proposal on signing the strategic cooperation agreement between the company and the strategic investor Shaanxi food and Agriculture Group Co., Ltd., proposal on signing the conditional effective share subscription agreement between the company and the controlling shareholder Xi'An Tourism Co.Ltd(000610) Group Co., Ltd Proposal on the signing of the conditional share subscription agreement between the company and Shaanxi food and Agriculture Group Co., Ltd., proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2020, proposal on the need for the company to prepare the report on the use of funds raised in the previous time Proposal on diluting the immediate return of A-Shares of non-public development banks and taking filling measures and commitments of relevant subjects in 2020, proposal on submitting to the general meeting of shareholders to authorize the board of directors to fully handle matters related to A-Shares of non-public development banks in 2020, shareholder return plan for the next three years (2020-2022) The proposal on requesting the general meeting of shareholders to approve the exemption of the company's controlling shareholders and their persons acting in concert from issuing offers, the proposal on suspending the general meeting of shareholders of the company and other proposals shall be submitted to the general meeting of shareholders for approval.
Legal opinion
If the above proposal involves related party transactions, related directors Mr. Zhang Bo and Mr. Wang Bin have avoided voting. The independent directors of the issuer have expressed independent opinions on matters related to this offering.
(2) On August 29, 2020, the resolution of the sixth meeting of the ninth board of directors of the issuer and the plan for non-public development of A-Shares in 2020 were published on the website of Shenzhen Stock Exchange (http: / / www.szse. CN) Http / / www.cninfo.com（ http://www.cn.info.com.cn./new/index ）An announcement was made on the.
2. The issuer held the first extraordinary general meeting of shareholders in 2020 on September 28, 2020
(1) On September 28, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020. The meeting considered and adopted the following main proposals:
① Proposal on the company's compliance with the conditions for non-public development of a shares
② Proposal on the company's non-public development of A-Shares in 2020
③ Proposal on the company's plan for non-public development of A-Shares in 2020
④ Proposal on related party transactions involving non-public development of A-Shares of the company in 2020
⑤ Proposal on signing the strategic cooperation agreement between the company and the strategic investor Shaanxi food and Agriculture Group Co., Ltd
⑥ Proposal on signing the conditional effective share subscription agreement between the company and the controlling shareholder Xi'An Tourism Co.Ltd(000610) Group Co., Ltd
⑦ Proposal on signing the conditional effective share subscription agreement between the company and Shaanxi food and Agriculture Group Co., Ltd
⑧ Proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2020
⑨ Proposal on the need for the company to prepare the report on the use of the previously raised funds
⑩ Proposal on diluting the immediate return of A-Shares of non-public development banks and taking filling measures and commitments of relevant subjects in 2020
⑪ Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to non-public development of A-Shares in 2020
⑫ Proposal on shareholder return planning of the company in the next three years (2020-2022)
⑬ Proposal on requesting the general meeting of shareholders to approve the exemption of the company's controlling shareholders and persons acting in concert from issuing offers
If the above proposal involves related party transactions, the related shareholder Xi'An Tourism Co.Ltd(000610) group has avoided voting.
Legal opinion
(2) On September 29, 2020, the resolutions of the issuer's first extraordinary general meeting in 2020 were posted on the website of Shenzhen Stock Exchange (http: / / www.szse. CN) It was announced on http://www.cn.info.com.cn. / new / index.
3. The issuer held the 14th meeting of the 9th board of directors on July 21, 2021
(1) On July 21, 2021, the issuer held the 14th meeting of the 9th board of directors to adjust the issuance plan, and the related directors Mr. Zhang Bo and Mr. Wang Bin avoided voting. The board of directors deliberated and approved the proposal on adjusting the company's plan for non-public development of A-Shares in 2020 and the proposal on Revising the company's plan for non-public development of A-Shares in 2020. According to the authorization of the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to non-public development of A-Shares in 2020, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2020 on September 28, 2020, the above proposal does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors issued prior approval opinions and independent opinions on the relevant proposals for the adjustment of the issuance scheme.
(2) On July 22, 2021, the 14th meeting of the ninth board of directors of the issuer made a resolution on the website of Shenzhen Stock Exchange (http: / / www.szse. CN.) It was announced on http://www.cn.info.com.cn. / new / index.
4. The issuer held the third interim meeting of the ninth board of directors on August 5, 2021
(1) On August 5, 2021, the issuer held the third interim meeting of the ninth board of directors, deliberated and adopted the proposal on Revising the company's plan for non-public development of A-Shares in 2020 (Revised Draft). When the board of directors deliberated and voted on the proposal, the issuer's affiliated directors Mr. Zhang Bo and Mr. Wang Bin avoided voting, and the independent directors expressed independent opinions on the matter.
(2) On August 6, 2021, the third interim meeting of the ninth board of directors of the issuer made a resolution on the website of Shenzhen Stock Exchange (http: / / www.szse. CN.) It was announced on http://www.cn.info.com.cn. / new / index.
5. The issuer held the 17th meeting of the 9th board of directors on September 27, 2021
(1) On September 27, 2021, the issuer held the 17th meeting of the ninth board of directors, deliberated and adopted the resolution on extending the company's 2020 non-public offering of A-Shares at the shareholders' meeting, which was as follows:
