Shanghai jintiancheng law firm
About Zhejiang Southeast Space Frame Co.Ltd(002135)
The issue process of non-public offering of shares and the compliance of subscription objects
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Zhejiang Southeast Space Frame Co.Ltd(002135)
The issue process of non-public offering of shares and the compliance of subscription objects
Legal opinion
To: Zhejiang Southeast Space Frame Co.Ltd(002135)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Zhejiang Southeast Space Frame Co.Ltd(002135) (hereinafter referred to as "the issuer" or " Zhejiang Southeast Space Frame Co.Ltd(002135) " or "the company") and acts as the special legal adviser for the issuer's non-public offering of shares (hereinafter referred to as "the offering") in accordance with the special legal service contract signed between the issuer and the firm.
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the company law of the people's Republic of China (hereinafter referred to as the company law), the measures for the administration of securities issuance of listed companies (hereinafter referred to as the administrative measures), the measures for the administration of securities issuance and underwriting, and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the implementation rules) ）And other relevant laws, regulations, rules and normative documents, this legal opinion is issued on matters related to the issuance process of the issuer's shares and the compliance of the subscription object.
Declaration matters
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation) and other provisions, 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, 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、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance, and do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in the capital verification report, audit report and asset appraisal report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this legal opinion.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent and consistent with the original. 5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion by itself or in accordance with the review requirements of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), but the issuer shall not cause legal ambiguity or misinterpretation due to the above quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
Text
1、 Approval and authorization of this offering
(I) internal approval and authorization of the issuer
1. After verification by our lawyers, the issuer held the third meeting of the seventh board of directors on July 20, 2020, deliberated and approved the proposal on the company's non-public development of a shares, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering, and submitted it to the second extraordinary general meeting of shareholders in 2020 for deliberation and approval. On August 5, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020. The meeting considered and approved the above proposal and authorized the board of directors of the company to handle matters related to the issuance of shares.
2. After verification by the lawyers of the exchange, the issuer held the 10th meeting of the 7th board of directors on July 20, 2021, deliberated and adopted the proposal on extending the validity period of the resolution of the shareholders' meeting of non-public development of a shares, the proposal on requesting the shareholders' meeting to extend the validity period of authorizing the board of directors to handle matters related to this non-public offering, and other proposals, And submit it to the third extraordinary general meeting of shareholders of the company in 2021 for deliberation and approval. On August 5, 2021, the issuer held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the above proposal, extending the validity period of the company's resolution on the non-public offering of A-Shares and the validity period of the board of directors authorized by the general meeting to handle matters related to the non-public offering for 12 months from the expiration date, that is, to August 5, 2022. (II) approval of CSRC
On November 12, 2021, the issuer received the reply on approving Zhejiang Southeast Space Frame Co.Ltd(002135) non-public development of shares (zjxk [2021] No. 3557) issued by the CSRC, which approved the issuer's non-public offering of no more than 310 million new shares.
To sum up, the issuer has obtained necessary authorization, approval and approval according to law for this non-public offering, which is in line with the provisions of relevant laws, regulations and other normative documents such as the administrative measures, the detailed rules for implementation and so on. 2、 On the subject qualification of the issuer, sponsor and lead underwriter of this offering
(I) upon verification by our lawyers, the issuer now holds the business license (Unified Social Credit Code: 913300007345233459) issued by Zhejiang market supervision administration. It is a listed company in Shenzhen Stock Exchange. Its stock is abbreviated as " Zhejiang Southeast Space Frame Co.Ltd(002135) " and its securities code is "002135". Since its establishment, it has effectively existed in accordance with the law, and there are no laws, regulations The rules and other normative documents and the articles of association need to be terminated.
After verification, our lawyers believe that the issuer is a legally existing listed company and has the subject qualification of this issuance of shares.
(II) after verification by the lawyers of the exchange, the sponsor and lead underwriter of the issuer's issuance are Guosheng Securities Co., Ltd. (hereinafter referred to as "Guosheng securities").
After searching the websites of China Securities Regulatory Commission, China Securities Association and Shenzhen Stock Exchange, our lawyers believe that Guosheng securities is a securities company established and effectively existing in China and has the business qualification to act as the sponsor and lead underwriter of the issuer's issuance. 3、 About the issuance process and results
After verification by our lawyers, the details of the issuance process and results are as follows:
(I) invitation to subscribe
According to the issuer and the lead underwriter's Zhejiang Southeast Space Frame Co.Ltd(002135) non-public development bank stock issuance plan (hereinafter referred to as the issuance plan), the list of objects to whom Zhejiang Southeast Space Frame Co.Ltd(002135) non-public Development Bank shares are to be sent subscription invitation, e-mail sending records and other materials, The final inquiry list of this issuance includes 87 inquiry objects submitted in the issuance plan and 42 new interested investors, a total of 129, from the submission of the issuance plan to 9:00 a.m. on December 24 (t day) of 2021. Specifically, after the closing of the market on November 30, 2021, there are 20 top 20 shareholders of the issuer (excluding related parties); 26 fund companies; 12 securities companies; 7 insurance institutions; 40 private placement and other institutional investors; 24 individual investors.
Among them, the list of the above 42 new investors is as follows: Guangdong Dehui Investment Management Co., Ltd., Hangzhou Lexin Investment Management Co., Ltd., Xuyong jinrudder Equity Investment Fund Management Co., Ltd., Zhejiang yinwanst Investment Management Co., Ltd., Hainan Borong private fund management partnership (limited partnership), rose Capital Co., Ltd Xiamen Borui Oriental Investment Management Co., Ltd., Wuchan Zhongda Group Co.Ltd(600704) Group Investment Co., Ltd., Shanghai Bisheng Asset Management Co., Ltd., Nanjing Ruisen investment management partnership (limited partnership), Sichuan capital market rescue and development securities investment fund partnership (limited partnership), Zhejiang ningju Investment Management Co., Ltd., Ningbo ningju asset management center (limited partnership) Shanghai ningju Investment Management Center (limited partnership), Huaxi Yinfeng Investment Co., Ltd., Shenzhen Jifu Qirui investment partnership (limited partnership), Hangzhou Qianlu Investment Management Co., Ltd., Nanchang tengbang Investment Development Group Co., Ltd., Shanghai snowball Investment Management Co., Ltd., Shenzhen newus Investment Management Co., Ltd Galaxy Capital Asset Management Co., Ltd., CITIC Lyon Asset Management Co., Ltd., UBS AG, Golden Eagle Fund Management Co., Ltd., Taiping Fund Management Co., Ltd., Dacheng Fund Management Co., Ltd., China Securities Co.Ltd(601066) , Wei Wei, Wu Dingping, Yu fangqin, Zhang Fangzheng, Liu Chen, Zhang Bo, Wang Zheng, Lin Tianyi, LV Qiang, he Xiaojuan, Zeng Xianghong, Jiang Pu, Lin xiuhao Li Wenjie and Wang Yuanzhong.
From December 21, 2021 to December 24, 2021, the issuer and the lead underwriter delivered the subscription invitation letter and its attachment subscription quotation and other subscription invitation documents to 129 specific objects.
After verification, the invitation for subscription mainly includes the subscription object and conditions, subscription time and subscription method, issuance price, issuance object, procedures and rules for distribution of shares, etc. the subscription quotation includes the subscription price, subscription amount The Subscriber agrees and accepts to pay the subscription amount in full according to the allocated amount and time finally confirmed by the lead underwriter.
The invitation for subscription issued by the issuer to investors in this offering is legal and valid, and the inquiry list meets the requirements of the implementation rules and the resolutions of the general meeting of shareholders of this offering.
(II) subscription quotation
Witnessed by our lawyers, the inquiry time of this offering is 9:00-12:00 a.m. on December 24, 2021. Within the time limit for subscription quotation specified in the invitation for subscription, the lead underwriter has received 39 subscription quotations. Before 12:00 on the same day, except for 5 public fund companies that do not need to pay the guarantee, the other 34 investors have paid the guarantee in full and in time, The total amount of deposit paid is 136.8 million yuan. Except for Haitong Securities Company Limited(600837) whose quotation is invalid due to not sending the letter of intent for subscription and not within the scope of the invitation for subscription, other subscription objects have submitted the subscription quotation and a complete list of attachments in accordance with the invitation for subscription, and their subscription price, subscription quantity and subscription guarantee payment are in line with the provisions of the invitation for subscription, The application quotation and its application quotation are legal and valid.
The specific application quotation is as follows:
Sequence full name of subscription object investor type subscription price subscription amount (yuan) is there a valid subscription number (yuan / share)
1 Chen Huolin 8.56 39 million
Sequence full name of subscription object investor type subscription price subscription amount (yuan) is there a valid subscription number (yuan / share)
8.26 40 million is 8.06 41 million is
8.80 38000000 is 2 Guo Weisong, 8.10 100000000 is 7.94 110000000 is
9.01 90 million is 3 Wei Wei individuals 8.51 120 million is 8.0
