Guohao law firm (Beijing)
about
Ginlong Technologies Co.Ltd(300763)
Issue convertible corporate bonds to unspecified objects
of
Supplementary legal opinion (III)
Beijing Shanghai Shenzhen Hangzhou Kunming Tianjin Chengdu Ningbo Fuzhou Xi’an Nanjing Nanning Jinan Chongqing Suzhou Changsha Taiyuan Wuhan Guiyang Urumqi Zhengzhou Shijiazhuang Hefei Hainan Nanchang Hong Kong Paris Madrid Silicon Valley Stockholm New York
BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBOFUZHOU XI’AN NANJING NANNING JINAN CHONGQING SUZHOU CHANGSHA TAIYUAN WUHAN GUIYANG URUMQI ZHENGZHOU SHIJIAZHUANG HEFEI HAINAN QINGDAO NANCHANG HONG KONG PARIS MADRID SILICON VALLEY STOCKHOLM NEWYORK
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 6589 0699 Fax: (+ 86) (10) 6517 6800
Website: www.grandall.com com. cn.
2021
Guohao law firm (Beijing)
about
Ginlong Technologies Co.Ltd(300763)
Issue convertible corporate bonds to unspecified objects
of
Supplementary legal opinion (III)
Guo Hao Jing Zheng Zi [2021] No. 0677 to: Ginlong Technologies Co.Ltd(300763)
Entrusted by Ginlong Technologies Co.Ltd(300763) (hereinafter referred to as ” Ginlong Technologies Co.Ltd(300763) “), the exchange acted as the special legal adviser of Ginlong Technologies Co.Ltd(300763) this offering and was authorized to issue legal opinions for Ginlong Technologies Co.Ltd(300763) this offering. On September 1, 2021, the exchange has issued the lawyer work report of Guohao law firm (Beijing) on Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to unspecified objects and the legal opinion of Guohao law firm (Beijing) on Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to unspecified objects; Issued the supplementary legal opinion of Guohao law firm on Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to unspecified objects on October 13, 2021; The supplementary legal opinion of Guohao law firm (Beijing) on Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to unspecified objects (II) was issued on November 2, 2021 (the above documents are hereinafter collectively referred to as the “original legal opinion”).
In order to reflect the changes in major legal matters in Ginlong Technologies Co.Ltd(300763) as of the issuance date of this supplementary legal opinion, the handling lawyer of this office issues this supplementary legal opinion on the basis of further verification of the relevant situation of Ginlong Technologies Co.Ltd(300763) this issuance.
This supplementary legal opinion is a supplement to the original legal opinion and forms an integral part of the original legal opinion. In case of any inconsistency, this supplementary legal opinion shall prevail. In case of any content not covered in this supplementary legal opinion, the original legal opinion shall prevail.
In this supplementary legal opinion, unless otherwise specified in the context, the abbreviations, terms and definitions used have the same meaning as those used in the original legal opinion. The premises, assumptions and statements of our legal opinion in the original legal opinion are also applicable to this supplementary legal opinion.
The handling lawyer of the firm agrees to report this supplementary legal opinion as a necessary legal document for Ginlong Technologies Co.Ltd(300763) this issuance together with other materials, and is willing to bear corresponding legal liabilities.
This supplementary legal opinion is only for Ginlong Technologies Co.Ltd(300763) the purpose of this issuance and shall not be used for any other purpose.
1、 Question 3 of the audit inquiry letter
Question: according to the application materials, the convertible bonds issued this time are placed preferentially to the original shareholders of the company, and the original shareholders have the right to give up the right of placement.
The issuer is requested to supplement and disclose whether the shareholders or directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose.
The sponsor and the issuer’s lawyers are requested to check and express clear opinions.
reply:
In view of the participation of shareholders and directors, supervisors and senior executives in the subscription of this offering, the verification process of the handling lawyer of the exchange is as follows:
1. Reviewed the questionnaire issued by shareholders holding more than 5% of the issuer’s shares and directors, supervisors and senior managers 1;
2. Obtained the commitment letter of shareholders holding more than 5% of the issuer’s shares, directors, supervisors and senior managers on the subscription of this issuance;
3. Obtained the relevant announcements and the register of shareholders of the issuer, and consulted the reduction of the issuer’s shares by shareholders holding more than 5% of the issuer’s shares and directors, supervisors and senior managers in the last six months.
(I) the issuer is requested to supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds
1. The issuing object of this convertible bond
According to this issuance plan, the issuing objects of this convertible bond are natural persons, legal persons, securities investment funds and other investors in compliance with the laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (except those prohibited by national laws and regulations).
The convertible bonds issued this time shall be placed preferentially to the original shareholders of the company, and the original shareholders have the right to waive the placement right. The directors, supervisors and senior managers of the issuer mentioned in the reply to this question include the directors, supervisors and senior managers of the issuer as of September 30, 2021 and the current directors, supervisors and senior managers of the issuer.
The proportion of priority placement of the original shareholders shall be submitted to the general meeting of shareholders to authorize the board of directors (or the person authorized by the board of directors) to determine according to the specific conditions at the time of issuance, and shall be disclosed in the announcement of this issuance of convertible bonds.
The balance beyond the priority placement of the original shareholders and the specific issuance method of the part where the original shareholders give up the priority placement after sale shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company and the sponsor (lead underwriter) through negotiation before the issuance.
2. Shareholding of shareholders holding more than 5% of the issuer and directors, supervisors and senior managers
According to the information provided by the issuer and verified by the handling lawyer of the exchange, the shareholding of shareholders, directors, supervisors and senior managers holding more than 5% of the issuer as of September 30, 2021 is as follows:
Serial number shareholder name shareholder type shareholding quantity (share) shareholding ratio (%)
1. Wang Yiming, chairman, general manager, holding 66626548.00 26.91
Shareholders with more than 5% shares
2. Shareholders of Lin Yibei holding more than 5% 28968064.00 11.70
3. Jucai caiju shareholders holding more than 5% 21726049.00 8.78
Director and deputy general manager of the original issuer
4. Manager Wang Junshi, holding more than 5% shares 20277648.00 8.19
east
5. Dongyuan venture capital holds more than 5% shares in total 16624769.00 6.71
east
6. Huatong Hengde holds more than 5% shares in total 4983110.00 2.01
east
7. Director Zhang Jianhua —
8. Guo Junqiang, director, deputy general manager, finance 162690.00 0.07
Business Director
9. Zhang Chan, director, deputy general manager and director 97580.00 0.04
Board Secretary
10. Zheng Huijian, independent director —
11. Independent director Jiang Lili —
12. Zheng Liang, independent director —
13. Zhang Li, chairman of the board of supervisors and employee representative —
Table Supervisor
14. Supervisor Chen Yidan —
15. Supervisor he Huating —
16. Shi Chenguang, former director of the issuer 27115.00 0.01
17. Zhang Tianci, former chairman of the board of supervisors of the issuer —
Supervisors and former employee representatives
18. Pan Minjie, former supervisor of the issuer —
Note: on October 25, 2021, the issuer’s fifth extraordinary general meeting of shareholders in 2021 decided to elect Wang Yiming, Zhang Jianhua, Guo Junqiang, Zhang Chan, Zheng Huijian, Jiang Lili and Zheng Liang as directors of the issuer’s third board of directors, with a term of office of three years from the date of deliberation and adoption by the general meeting of shareholders; Wang Junshi and Shi Chenguang will no longer serve as directors of the company, but will still serve as the issuer; Elect he Huating and Chen Yidan as non employee representative supervisors of the third board of supervisors of the company, and jointly form the third board of supervisors of the issuer with Zhang Li, the employee representative supervisor elected by the issuer’s employee congress; The term of office is three years from the date of deliberation and approval by the general meeting of shareholders; Zhang Tianci and pan Minjie will no longer serve as supervisors of the company, but will still serve as the issuer.
3. Participation of shareholders holding more than 5% of the issuer’s shares, directors, supervisors and senior managers in this offering
According to the questionnaire and commitment letter issued by the above-mentioned shareholders, directors, supervisors and senior managers of the issuer, the shareholders of the issuer Dongyuan venture capital, Huatong Hengde, the current directors and senior managers Guo Junqiang and Zhang Chan, and the former director Chenguang of the issuer will not participate in the subscription of this offering; Other shareholders, directors, supervisors and senior managers holding more than 5% of the issuer’s shares will decide whether to participate in the subscription according to the market conditions at that time.
(II) if yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose it.
1. The issuer has not issued issuable shares since the initial public offering
