Beijing Zhonglun law firm
Legal opinion on the issuance process of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of A-Shares and the compliance of subscribers
January 2002
Beijing Zhonglun law firm
About Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Non-public offering of A-shares: the issue process and the compliance of subscribers
Legal opinion
To: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as “the company” or “the issuer”) to act as a special legal adviser on the non-public offering of A-Shares (hereinafter referred to as “the offering” or “the non-public offering”). According to the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and 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 by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, and the measures for the administration of securities issuance by listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) In accordance with the relevant provisions 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) jointly issued by the Ministry of justice, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue this legal opinion on the issuance process of the company and the compliance of subscription objects.
In order to issue this legal opinion, our lawyers have verified and verified the documents and facts related to the issuance of the company in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and in the principle of prudence and importance.
In accordance with the provisions of the securities legal business practice rules of the securities Office (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, we have strictly performed our statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions expressed are legal Accurate, without false records, misleading statements or major omissions.
This legal opinion is based on the laws, administrative regulations, rules and normative documents in force in China or in force when the issuer’s acts and relevant facts occur or exist, and based on the lawyers’ understanding of such laws, administrative regulations, rules and normative documents.
This legal opinion only expresses legal opinions on legal issues in China related to this offering. The exchange and its handling lawyers do not have the appropriate qualifications to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, The firm and its lawyers are not qualified to verify and judge such contents. In the process of making legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law; For other business matters, it has fulfilled the general duty of care of ordinary people.
In the process of verification and verification, our lawyers have obtained the following assurance from the issuer, that is, the issuer has provided the original written materials, duplicate materials or oral testimony that our lawyers believe are necessary for issuing legal opinions, the signatures and seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals; The documents and materials provided by the issuer are true, accurate, complete and effective without any concealment, falsehood and major omission.
The exchange agrees to take this legal opinion as a necessary legal document for the issuer’s issuance, report it to the CSRC or the stock exchange together with other materials, and bear corresponding legal liabilities. The exchange and the handling lawyer agree that the issuer shall quote the relevant contents of this legal opinion on its own in the relevant documents prepared for this issuance or in accordance with the review requirements of the CSRC or the stock exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
In this legal opinion, unless otherwise specified, the special words and abbreviations used have the same meaning as the legal opinion of Beijing Zhonglun law firm on Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public development of A-share shares issued by this office.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on the verification and verification of the documents and facts related to the issuer’s issuance, our lawyers hereby issue the following legal opinions:
1、 Approval and authorization of this offering
(I) internal approval and authorization of this issuance
On July 5, 2020, the issuer held the third meeting of the seventh board of directors, The proposal on the company’s compliance with the conditions for non-public offering of a shares, the proposal on the company’s plan for non-public offering of A-Shares in 2020, the proposal on the company’s plan for non-public offering of A-Shares in 2020 and the proposal on the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2020 were reviewed and adopted Proposal on signing a conditional non-public development bank stock subscription contract between the company and the subscription object Proposal on related party transactions involving non-public development of A-Shares in 2020, proposal on the report on the use of the company’s previously raised funds, proposal on diluted immediate return and filling measures of non-public development of A-Shares and commitments of relevant subjects The proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of the non-public development of a shares, the proposal on the company’s return plan for shareholders in the next three years (2020-2022), the proposal on requesting the general meeting of shareholders to approve the exemption of controlling shareholders from issuing offers and other relevant proposals are beneficial to the company’s compliance with the conditions for non-public offering of shares The type and par value of the issued shares, the issuing method and time, the issuing object and subscription method, the number of issued shares, the price and pricing principle of the issued shares, the sales restriction period, the arrangement of accumulated profits, the listing place, the validity period of the issuance resolution, the purpose of the raised funds, and the authorized board of directors to handle the specific matters related to the non-public offering of shares.
On July 17, 2020, Zhuhai SASAC issued opinions on matters related to Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares (ZgZ [2020] No. 212), agreeing in principle to the overall plan and related matters of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) this non-public offering, And approved Zhuhai Aviation City Development Group Co., Ltd. (hereinafter referred to as “aviation city group”) to subscribe for all the shares of this non-public offering in cash.
On July 20, 2020, the issuer held the fourth meeting of the seventh board of directors, deliberated and adopted the proposal on convening the fourth extraordinary general meeting of shareholders in 2020.
On August 5, 2020, the issuer held the fourth extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposals related to the issuance considered and adopted at the third meeting of the seventh board of directors.
On June 8, 2021, the issuer held the 12th meeting of the 7th board of directors, deliberated and adopted the proposal on adjusting the issuance price of A-Shares of non-public development banks, and agreed that the issuance price of this issuance should be adjusted accordingly according to the equity distribution of the company in 2020.
On July 19, 2021, the issuer held the 13th meeting of the 7th board of directors, deliberated and adopted the proposal on extending the validity period of the resolution of the company’s 2020 non-public offering of A-Shares shareholders’ meeting and the proposal on requesting the shareholders’ meeting to extend the validity period of authorizing the board of directors and its authorized persons to fully handle the specific matters of non-public offering of A-Shares in 2020.
On August 4, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the relevant proposals of the 13th meeting of the seventh board of directors.
(II) approval of CSRC
On May 27, 2021, the issuer received the reply on approving Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public offering of shares (zjxk [2021] No. 1768) issued by the China Securities Regulatory Commission, which approved the issuer’s non-public offering of no more than 174951772 new shares, which shall be valid within 12 months from the date of approval.
In conclusion, the exchange believes that the issuer has obtained the necessary approval and authorization according to law.
2、 The issuance process and the compliance of subscribers
According to the issuance plan of this issuance, this issuance does not involve the inquiry process. The issuance process and results of this issuance are as follows:
(I) subscription object of this offering
According to the relevant resolutions of the issuer’s fourth extraordinary general meeting in 2020, the subscription object of this issuance is Hangcheng group, and the subscription method is cash subscription.
Prior to this offering, Hangcheng group held 295085323 shares of the issuer and 61333658 shares of voting rights of the issuer, with a total of 356418981 shares of voting rights of the issuer, accounting for 26.57% of the total share capital of the issuer. It is the controlling shareholder of the issuer. After this issuance, Hangcheng group holds a total of 531370753 voting shares of the issuer, accounting for 35.05% of the total share capital of the issuer. Hangcheng group is still the controlling shareholder of the issuer.
After verification, Hangcheng group is not a private investment fund specified in 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 (Trial), and does not need to go through the filing procedures of private investment funds.
In conclusion, the exchange believes that the subscribers of this offering have the subject qualification to subscribe for the non-public offering of shares, and comply with the provisions of relevant laws, regulations, normative documents and the resolutions of the issuer’s general meeting of shareholders.
(II) relevant agreements of this offering
On July 5, 2020, the issuer signed the subscription contract for Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public Development Bank shares with the subscription object aviation city group, which agreed on the subscription quantity, subscription price, payment of subscription funds, sales restriction period, liability for breach of contract, etc.
In conclusion, the exchange believes that the effective conditions agreed in the non-public offering share subscription contract signed by the issuer and the subscription object have been met, and the above contract is legal and valid.
(III) price and quantity of this issuance
According to the resolution of the issuer’s fourth extraordinary general meeting in 2020, the price of the non-public offering of shares is 4.05 yuan / share. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the third meeting of the seventh board of directors of the company, The issuing price of this non-public offering shall not be less than 80% of the average trading price of the company’s shares on the 20 trading days before the pricing benchmark date (average trading price of shares on the 20 trading days before the pricing benchmark date = total stock trading volume on the 20 trading days before the pricing benchmark date ÷ total stock trading volume on the 20 trading days before the pricing benchmark date). If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price will be adjusted accordingly.
According to the proposal on adjusting the issuance price of non-public A shares deliberated and adopted at the 12th meeting of the seventh board of directors of the issuer, the company will adjust the issuance price of this non-public offering from 4.05 yuan / share to 4.04 yuan / share according to the equity distribution in 2020.
According to the resolution of the fourth extraordinary general meeting of shareholders of the issuer in 2020 and the approval and reply of the CSRC, the number of shares in the non-public offering does not exceed 174951772. The total amount of funds raised = the number of shares in the non-public offering * the issue price, and the total amount of funds raised does not exceed RMB 706805158.88 (including this amount).
The subscription objects, subscription quantity, subscription price and total subscription amount finally determined by the issuer and the lead underwriter China Merchants Securities Co.Ltd(600999) are as follows:
No. number of shares subscribed by the subscriber (shares) subscription amount (yuan)
1 aviation city group 174951772 706805158.88
Total 174951772 706805158.88
In conclusion, the exchange believes that the issuance price and quantity of this issuance comply with relevant laws, regulations and normative documents, the provisions of the resolutions of the issuer’s general meeting of shareholders and the contents of the approval and reply of the CSRC, and are legal and effective.
(IV) payment and capital verification
1. On January 11, 2022, the issuer and the lead underwriter China Merchants Securities Co.Ltd(600999) sent the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) non-public development bank stock payment notice to the target aviation city group, requiring the target aviation city group to transfer the subscription money in full to the special account opened by the sponsor (lead underwriter) for this offering before January 12, 2022.
2. According to the verification report (Dahua Yan Zi [2022] No. 000019) issued by Dahua Certified Public Accountants (special general partnership) on January 13, 2022, as of January 12, 2022, the receiving bank account designated by the sponsor (lead underwriter) actually received the subscription funds of aviation city group, the subscription object of this non-public offering, totaling RMB 706805158.88.
3. On January 12, 2022, the recommendation institution (lead underwriter) has transferred the balance of the above subscription funds after deducting relevant recommendation and underwriting expenses to the special account for raised funds designated by the issuer. According to the capital verification report issued by Dahua Certified Public Accountants (special general partnership) on January 13, 2022 (Dahua)
