Beijing Deheng Law Firm
about
A shares issued to specific objects in 2021
Supplementary legal opinion (IV)
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
Beijing Deheng Law Firm
about
Shanghai Titan Scientific Co.Ltd(688133)
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (IV)
Deheng 02f20210530-00016 to: Shanghai Titan Scientific Co.Ltd(688133)
Beijing Deheng Law Firm (hereinafter referred to as “Deheng” or “the firm”) is entrusted by Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as “the issuer” or “the company”) to act as the special legal adviser for the issuer’s application for this issuance, And has issued Deheng 02f20210530-00001 legal opinion of Beijing Deheng Law Firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (hereinafter referred to as “legal opinion”) Deheng 02f20200103-00002 lawyer work report of Beijing Deheng Law Firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (hereinafter referred to as “lawyer work report”) Deheng 02f20200103-00007 supplementary legal opinion of Beijing Deheng Law Firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (hereinafter referred to as “supplementary legal opinion”) Deheng 02f20200103-00010 supplementary legal opinion (II) of Beijing Deheng Law Firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (hereinafter referred to as “supplementary legal opinion (II)”) and Deheng 02f20200103-00013 supplementary legal opinion (III) of Beijing Deheng Law Firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (hereinafter referred to as “supplementary legal opinion (III)”).
In view of the changes in relevant matters of the issuer from the date of issuance of the legal opinion to the date of issuance of this supplementary legal opinion, and the new reporting period involved in this supplementary legal opinion is from June 30, 2021 to September 30, 2021 (hereinafter referred to as the “supplementary disclosure period”), the handling lawyers of the exchange, in accordance with relevant laws and regulations and the requirements of regulatory authorities, Issue the supplementary legal opinion (IV) of Beijing Deheng Law Firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (hereinafter referred to as the “supplementary legal opinion”).
Part I lawyer’s statement
1、 In accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, departmental rules and normative documents, and with reference to the requirements of the CSRC on the rules for the preparation and reporting of information disclosure by companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities, Based on the facts that have occurred or existed before the issuance date of the supplementary legal opinion, the company has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the supplementary 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.
2、 The issuer guarantees that it has provided the handling lawyer of the exchange with true, complete and effective original written materials, copies or oral testimony necessary for issuing this supplementary legal opinion, without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent and consistent with the original or the original respectively.
III This supplementary legal opinion is a supplement to the legal opinion, lawyer work report, supplementary legal opinion, supplementary legal opinion (II) and supplementary legal opinion (III), and constitutes an integral part of the legal opinion, lawyer work report, supplementary legal opinion, supplementary legal opinion (II) and supplementary legal opinion (III), In addition to the amendments or supplements made on Relevant Issues in this supplementary legal opinion, the contents of legal opinion, lawyer work report, supplementary legal opinion, supplementary legal opinion (II) and supplementary legal opinion (III) are still valid. For the contents disclosed in the legal opinion, lawyer work report, supplementary legal opinion, supplementary legal opinion (II) and supplementary legal opinion (III) but have not changed so far, this supplementary legal opinion will not be disclosed repeatedly.
4、 Unless the context otherwise requires, the premises, assumptions, commitments, statements and interpretations in the legal opinion, lawyer work report, supplementary legal opinion, supplementary legal opinion (II) and supplementary legal opinion (III) apply to this supplementary legal opinion.
5、 This supplementary legal opinion is only for the purpose of the issuer’s application for this issuance, and shall not be used for any other purpose without the written consent of the handling lawyer of the exchange.
6、 The firm holds the law firm practice license issued by Beijing Municipal Bureau of justice, with the license number of 3111000000448m, and its domicile is 12 / F, block B, Fukai building, No. 19, financial sector, Xicheng District, Beijing. The person in charge is Wang Li.
7、 This supplementary legal opinion is jointly signed by lawyer Chu Qiaoming and lawyer Chai Yuchen. The contact address of the signing handling lawyer is 23 / F, Shanghai White Magnolia Plaza office building, 501 dongdaming Road, Shanghai, Tel.: 021-5598 9888, fax: 021-5598 9898.
In accordance with relevant laws and regulations and on the basis of full verification, the handling lawyer of the office issues this supplementary legal opinion as follows:
Part II supplementary legal opinions during the supplementary disclosure period
1、 Approval and authorization of this issuance and listing
On July 5, 2021, the issuer held the 12th meeting of the third board of directors, deliberated and adopted the proposal related to the issuance of A-Shares to specific objects. On July 22, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal related to the issuance of A-Shares to specific objects.
On December 30, 2021, the issuer held the 19th meeting of the third board of directors, The amendment proposal related to the issuance of A-Shares to specific objects: the proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021 and the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft) were reviewed and approved Proposal on the demonstration and analysis report (Revised Draft) of the company’s A-share issuance scheme to specific objects in 2021 and proposal on the feasibility analysis report (Revised Draft) of the company’s A-share issuance to specific objects in 2021 Proposal on the company’s measures for diluting the immediate return and filling of A-Shares issued to specific objects in 2021 and the commitments of relevant subjects (Revised Draft).
The main changes are to adjust the amount and purpose of the raised funds in the issuance plan, as follows:
The total amount of funds raised from the issuance of A-Shares to specific objects is revised from no more than 1054345900 yuan (including this amount) to 1023345900 yuan (including this amount). The net amount of the total amount of funds raised after deducting the issuance expenses will be used in the following directions:
No. project name total investment of the project (10000 yuan) total amount of funds to be raised (10000 yuan)
1 Shanghai Titan Scientific Co.Ltd(688133) 77434.59 Park project of life science headquarters
2. Supplementary working capital items 24900.00 24900.00
Total 102334.59
After verification by the handling lawyer of the exchange, as of the date of issuance of this supplementary legal opinion, except for the above changes, there are no other major changes in the matters related to the approval and authorization of the issuer’s issuance.
2、 Subject qualification of this offering and listing
According to the information provided by the issuer and verified by the handling lawyer of the exchange, as of the date of issuance of this supplementary legal opinion, the subject qualification of the issuer has not changed substantially.
The handling lawyer of the exchange believes that as of the date of issuance of this supplementary legal opinion, the issuer is a legally existing joint stock limited company, and there is no need to terminate or dissolve in accordance with the company law and the articles of association. Meanwhile, the issuer’s shares have been listed and traded on the Shanghai Stock Exchange, and there is no need to terminate the listing in accordance with the provisions of the securities law and the listing rules. The issuer has the subject qualification of this issuance.
3、 Substantive conditions for this offering and listing
This issuance is the issuance of shares by the issuer to specific objects. The handling lawyer of the exchange has checked the substantive conditions of this issuance item by item in accordance with the provisions of the company law, the securities law, the administrative measures, the implementation rules and other relevant laws, regulations and normative documents. As of the date of issuance of this supplementary legal opinion, The changes of the issuer’s substantive conditions for this offering are as follows:
(I) this offering complies with the relevant provisions of the company law and the securities law
According to the issuance plan considered and adopted at the 12th meeting of the third board of directors of the issuer and the plan for issuing A-Shares to specific objects in 2021 (Revised) (hereinafter referred to as “issuance plan (Revised)”) considered and adopted at the 19th meeting of the third board of directors of the issuer and published on the website of Shanghai Stock Exchange on December 31, 2021, The shares issued by the issuer this time are the same as the shares already issued by the issuer, which complies with the provisions of Article 126 of the company law.
(II) this offering complies with the relevant conditions for issuing shares to specific objects specified in the administrative measures. 1. The use of the funds raised in this offering complies with the provisions of Article 12 of the administrative measures
(1) According to the issuance plan (Revised Version) and the prospectus, the funds raised by the issuer will be used for the project of Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park and supplement working capital. The company’s issuance is carried out around the company’s existing main business. The raised funds are invested in the field of scientific and technological innovation, which will improve the company’s R & D and manufacturing strength of high-end products, enhance the import substitution ability, and promote the improvement of the overall technical level of the industrial chain. The use of the funds raised in this offering complies with the provisions of item (I) of Article 12 of the administrative measures.
(2) According to the issuance plan (Revised Version), the prospectus and the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021 (Revised Version) and verified by the handling lawyer of the exchange, the use of funds raised by this issuance complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection and land management, Comply with the provisions of item (II) of Article 12 of the administrative measures.
(3) According to the issuance plan (Revised Version) and the instructions issued by the issuer, the investment project of the raised funds in this issuance conforms to the issuer’s business development direction and strategic layout. After the implementation of the investment project of the raised funds in this issuance, the issuer’s business structure will not change greatly, It will not add horizontal competition, obviously unfair related party transactions or seriously affect the independence of the company’s production and operation with shareholders holding more than 5% and other enterprises controlled by them. The use of the funds raised in this offering complies with the provisions of item (III) of Article 12 of the administrative measures.
2. The revised issuance plan complies with the relevant provisions of the administrative measures
According to the resolutions of the 12th meeting of the third board of directors of the issuer, the resolution of the second extraordinary general meeting in 2021, the resolution of the 19th meeting of the third board of directors of the issuer, the issuance plan (Revised Draft) and other relevant documents, after item by item inspection, the issuer’s revised issuance plan complies with the relevant provisions of the management measures, as follows:
(1) The issuing objects of this issuance are no more than 35 investors who meet the conditions stipulated by the CSRC and the Shanghai Stock Exchange, and comply with the provisions of Article 55 of the administrative measures.
(2) The pricing base date of this issuance is the first day of the issuance period of this issuance, and the issuance price shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date, in line with the provisions of Article 56 and paragraph 1 of Article 57 of the administrative measures.
(3) The issuing price of this offering is determined by inquiry. The final issuing price shall be determined by the board of directors through negotiation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities and the inquiry results after the application for the issuance to specific objects is obtained from the registration document of the CSRC. Comply with the provisions of paragraph 1 of Article 58 of the administrative measures.
(4) The shares subscribed by the issuing object shall not be transferred within 6 months from the date of issuance, which is in line with the provisions of Article 59 of the administrative measures.
3. This issuance complies with the relevant provisions of the Q & A on issuance supervision
According to the issuance plan (Revised Version) and verified by the handling lawyer of the exchange, the total amount of A-Shares issued by the issuer to specific objects this time shall not exceed 1023345900 yuan, the amount to be used to supplement working capital shall not exceed 249 million yuan, and shall not exceed 30% of the total amount of funds to be raised, It meets the requirements of the Q & A on issuance supervision for replenishing the scale of working capital in the raised funds.
According to the issuance plan (Revised Version), the number of shares issued by the issuer this time shall not exceed that of this time
