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Beijing Jingtian Gongcheng law firm
About Avic Jonhon Optronic Technology Co.Ltd(002179)
Compliance of non-public offering process and subscription object
Legal opinion
To: Avic Jonhon Optronic Technology Co.Ltd(002179)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “Jingtian Gongcheng” or “the firm”) has accepted the entrustment of Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as ” Avic Jonhon Optronic Technology Co.Ltd(002179) ” or “the issuer”) to act as the special legal adviser for Avic Jonhon Optronic Technology Co.Ltd(002179) non-public issuance of RMB common shares (hereinafter referred to as “the offering”) within the territory of the people’s Republic of China (hereinafter referred to as “China”).
On August 23, 2021, the exchange issued the lawyer work report of Beijing Jingtian Gongcheng law firm on Avic Jonhon Optronic Technology Co.Ltd(002179) non-public development of RMB common shares (hereinafter referred to as the “lawyer work report”) Legal opinion of Beijing Jingtian Gongcheng law firm on Avic Jonhon Optronic Technology Co.Ltd(002179) non-public development of RMB common shares (hereinafter referred to as “legal opinion”), legal opinion on Avic Jonhon Optronic Technology Co.Ltd(002179) and its concerted actors\’ exemption from offering (hereinafter referred to as “legal opinion on exemption from offering”), The supplementary legal opinion (I) on Avic Jonhon Optronic Technology Co.Ltd(002179) non-public development of RMB common shares (hereinafter referred to as “supplementary legal opinion (I)”) and the supplementary legal opinion (II) on Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of RMB common shares (hereinafter referred to as “supplementary legal opinion (II)”) were issued on September 23, 2021.
The China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on approving Avic Jonhon Optronic Technology Co.Ltd(002179) non-public development of shares (zjxk [2021] No. 3707) on November 23, 2021 to approve the issuance.
The exchange hereby issues this legal opinion on the issuance process of this offering and the compliance of subscription objects.
The statements, premises and assumptions made by the firm and its lawyers to issue lawyer work report, legal opinion, legal opinion on exemption from offer, supplementary legal opinion (I) and supplementary legal opinion (II) are also applicable to this legal opinion. Unless otherwise specified, the words or abbreviations used in this legal opinion have the same interpretation as those used in lawyer work report, legal opinion, legal opinion on exemption from offer, supplementary legal opinion (I) and supplementary legal opinion (II).
This legal opinion is only for Avic Jonhon Optronic Technology Co.Ltd(002179) the purpose of implementing this non-public offering, and shall not be used for any other purpose or purpose by anyone without the written permission of the exchange
In accordance with relevant laws and regulations, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions on the issuance process and the compliance of subscription objects:
1、 Approval and authorization of this offering
(I) approval and authorization of the issuer’s internal decision-making body
1. On July 9, 2021, Avic Jonhon Optronic Technology Co.Ltd(002179) held the 13th meeting of the sixth board of directors to consider and adopt the relevant proposals of this non-public offering.
2. On July 9, 2021, Avic Jonhon Optronic Technology Co.Ltd(002179) held the 11th meeting of the 6th board of supervisors to consider and approve the relevant proposals of this non-public offering.
3. On August 23, 2021, Avic Jonhon Optronic Technology Co.Ltd(002179) held the second extraordinary general meeting of shareholders in 2021 to consider and pass the relevant proposals of this non-public offering.
(II) consent and approval of relevant competent authorities and regulatory authorities
1. On August 9, 2021, the State Administration of science, technology and industry for National Defense issued the opinions of the State Administration of science, technology and industry for national defense on the review of Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares involving military matters (kegongji [2021] No. 730), and agreed in principle to the plan of Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares, which is valid for 24 months.
2. On August 20, 2021, AVIC issued the reply on issues related to Avic Jonhon Optronic Technology Co.Ltd(002179) non-public development of A-Shares (aviation capital [2021] No. 554), and agreed in principle to the overall plan of Avic Jonhon Optronic Technology Co.Ltd(002179) this non-public offering.
3. On November 23, 2021, China Securities Regulatory Commission issued the reply on approving Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares (zjxk [2021] No. 3707), approving Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of no more than 329983515 new shares (including the number), which shall be effective within 12 months from the date of approval of issuance.
Our lawyers believe that as of the date of issuance of this legal opinion, the issuance has obtained necessary approvals and authorizations.
2、 Process and results of this release
After verification and witnessed by our lawyers, the issuance process and results of this issuance are as follows:
(I) issuing organization
1. The co sponsors (co lead underwriters) of this offering are Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) and AVIC Securities Co., Ltd. (hereinafter referred to as “AVIC securities”, together with Citic Securities Company Limited(600030) , “co sponsors (co lead underwriters)”).
2. The issuer and the co sponsor (co lead underwriter) have submitted the Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering plan (hereinafter referred to as the “offering plan”) and the attached list of investors who intend to send subscription invitation for Avic Jonhon Optronic Technology Co.Ltd(002179) non-public offering of shares (hereinafter referred to as the “investor list”) to the CSRC on December 2, 2021.
(II) issuing subscription invitation
According to the issuance plan, the investors who sent the invitation for subscription of Avic Jonhon Optronic Technology Co.Ltd(002179) non public development bank shares (hereinafter referred to as the “invitation for subscription”) in this issuance shall be jointly determined by the issuer and the co sponsor (co lead underwriter). According to the list of investors, the issuer and the co sponsor (co lead underwriter) sent the invitation for subscription and attachments to 131 investors by email and mail from December 14, 2021 to December 16, 2021, including 13 of the company’s top 20 shareholders (excluding related parties), 21 fund companies, 10 securities companies There are 12 insurance institutions and 75 other investors, which comply with the provisions of Article 23 of the detailed rules for the implementation of non-public offering of shares by listed companies.
In addition, after the issuer and the co sponsor (co lead underwriter) submitted the issuance plan and the list of investors to 9:00 on December 17, 2021, Luzhou Jinhong No. 1 investment fund partnership (limited partnership), Nanfang industrial avionics Co., Ltd. (Tianjin) partnership (limited partnership), Jinan Jiangshan investment partnership (limited partnership) China Post Life Insurance Co., Ltd., Kaiyu capital (Singapore) Co., Ltd., Zhejiang Yiwu Tanzhen investment management partnership (limited partnership) – zhengxingu (Tanzhen) value China exclusive private securities investment fund, Gf Securities Co.Ltd(000776) , Shenzhen Zhongrong Harbin investment rescue investment partnership (limited partnership), China The Pacific Securities Co.Ltd(601099) Life Insurance Co., Ltd A total of 11 investors of Huabao securities Huazeng No. 11 single asset management plan and Huadian Jintai emerging strategic investment (Tianjin) partnership (limited partnership) expressed their subscription intention. Therefore, the issuer and the co sponsor (co lead underwriter) decided to add them to the list of invitation to subscribe, The co sponsor (co lead underwriter) sent the invitation for subscription and its attachments to the aforementioned investors.
The invitation for subscription issued by the issuer and the co sponsor (co lead underwriter) to the above investors includes subscription objects and conditions, subscription time and subscription methods, determination of issuance price, issuance objects, procedures and rules for allocated shares, investor suitability management, special tips, etc; The Avic Jonhon Optronic Technology Co.Ltd(002179) non public development bank stock subscription quotation attached to the invitation for subscription (hereinafter referred to as the “subscription quotation”) contains the subscription price and subscription amount confirmed by the subscription object, and the subscription object agrees to pay the subscription amount in full according to the finally confirmed allocation amount and time, Comply with the provisions of Article 24 of the detailed rules for the implementation of non public offering of shares by listed companies. At the same time, the invitation for subscription requires private investment funds to complete the registration of private investment fund managers and the filing of private investment funds in accordance with the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (for Trial Implementation).
(III) purchase quotation results
Witnessed by our lawyers, within the effective subscription time specified in the invitation for subscription (9:00-12:00 on December 17, 2021), the issuer and the co sponsor (co lead underwriter) received 40 valid subscription quotations from 40 subscription objects and kept them in books and files accordingly. The subscription prices of each file in the effective subscription quotation are sorted from high to low, and the specific conditions are shown in the table below:
Order: full name of subscription object subscription price subscription amount whether to pay No. (yuan / share) (10000 yuan) deposit
1. Luoyang manufacturing high quality development fund (limited partnership) is 110.62 million yuan
2. Luoyang manufacturing high quality development fund (limited partnership) 105.00 15000
3. State industrial investment fund Co., Ltd. 103.44 million yuan
4. Guohua Industrial Development Fund (limited partnership) 103.18 45000
5. Luoyang manufacturing high quality development fund (limited partnership) 100.83 20000
6. National industrial investment fund Co., Ltd. 98.52 80000
7. Guoxin Investment Co., Ltd. 98.52 61000
8. Luzhou Jinhong No. 1 investment fund partnership (limited partnership) 97.51 19500
9. Guizhou Railway Development Fund Management Co., Ltd. – Guizhou railway PICC phase I 97.08 15500 is the No. 1 equity investment fund center (limited partnership)
10. Southern Industrial avionics investment (Tianjin) partnership (limited partnership) 97.00 30000
11. Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd. 97.00 12500
12. The national manufacturing transformation and upgrading fund Co., Ltd. is RMB 95.57 40000
13. Jinan Jiangshan investment partnership (limited partnership) is RMB 95.33 million
14. State industrial investment fund Co., Ltd. 94.57 90000
15. Boshi Fund Management Co., Ltd. 94.56 11000 is not required to pay
16. China Post Life Insurance Co., Ltd. 94.45 million yuan
17. Kaiyu capital (Singapore) Co., Ltd. 94.30 million
18. Zheshang Securities Co.Ltd(601878) 93.65 10000 yes
19. Sino Dutch Life Insurance Co., Ltd. 93.60 million yuan
20. China Europe Fund Management Co., Ltd. does not need to pay 9360000 yuan
21. Zhejiang Yiwu Tanzhen investment management partnership (limited partnership) – Zheng 93.58 million is Xingu (Tanzhen) value China’s exclusive private securities investment fund
22. Dajia Asset Management Co., Ltd. (Dajia asset – Industrial And Commercial Bank Of China Limited(601398) – 93.57 20000 is Dajia asset – blue chip selected No. 5 collective asset management product)
23. Gf Securities Co.Ltd(000776) 93.3
