Guohao law firm (Beijing)
about
Ginlong Technologies Co.Ltd(300763)
Issue convertible corporate bonds to unspecified objects
of
Supplementary legal opinion
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
Guo Hao Jing Zheng Zi [2021] No. 0549 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. 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 (hereinafter referred to as the “lawyer work report”) for the issuance of Ginlong Technologies Co.Ltd(300763) Legal opinion of Guohao law firm (Beijing) on Ginlong Technologies Co.Ltd(300763) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “legal opinion”).
In order to reply to the relevant inquiry opinions of the examination and inquiry letter on Ginlong Technologies Co.Ltd(300763) application for issuing convertible corporate bonds to unspecified objects (examination and inquiry letter [2021] No. 020250) (hereinafter referred to as “examination and inquiry letter”) issued by Shenzhen Stock Exchange on September 27, 2021, and reflect the relevant changes in the issuance scheme of Ginlong Technologies Co.Ltd(300763) this issuance, The handling lawyer of the firm 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 lawyer’s work report and legal opinion, and constitutes an integral part of the lawyer’s work report and 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 lawyer’s work report and legal opinion shall prevail.
In this supplementary legal opinion, unless otherwise specified in the context, the abbreviations, terms and definitions used have the same meanings as those used in the lawyer’s work report and legal opinion, and the premise of legal opinion expressed in the lawyer’s work report and legal opinion The assumptions and statements 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.
Part I reply to audit inquiry letter
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;
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 proportion of priority placement to 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 circumstances 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, as of September 30, 2021, the shareholding of shareholders, directors, supervisors and senior managers holding more than 5% of the issuer 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
4. Wang Junshi, director, deputy general manager, holding 20277648.00 8.19
Shareholders with more than 5% shares
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. Shi Chenguang director 27115.00 0.01
8. Director Zhang Jianhua —
9. Zheng Huijian, independent director —
10. Independent director Jiang Lili —
11. Zheng Liang, independent director —
12. Zhang Tianci, chairman of the board of supervisors and employee representative —
Table Supervisor
13. Supervisor pan Minjie —
14. Supervisor he Huating —
15. Guo Junqiang, chief financial officer 162690.00 0.07
16. Zhang Chan, deputy general manager and Secretary of the board of directors 97580.00 0.04
book
3. Participation of shareholders holding more than 5% of the issuer’s shares, directors, supervisors and senior managers in this offering
According to the letter of commitment issued by the shareholders, supervisors and senior managers of the issuer, the shareholders of Tongde investment and the issuer will not confirm the subscription of the issuer; The remaining shareholders holding more than 5% shares, directors, supervisors and senior managers of the issuer 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 convertible corporate bonds since its initial public offering.
2. The reduction of shareholders, directors, supervisors and senior managers holding more than 5% of the issuer’s shares within 6 months before the subscription of convertible bonds
According to the public information inquiry and confirmed by the shareholders holding more than 5% of the shares of the issuer and the directors, supervisors and senior managers, the reduction of the company’s shares within six months from the date of issuance of this supplementary legal opinion is as follows:
S / N Name: whether to implement reduction during planned reduction
1. Dongyuan venture capital 2020.12.07-2021.05.04 yes
2021.06.01-2021.11.30 yes
2. Huatong Hengde 2020.12.07-2021.05.04 yes
2021.06.01-2021.11.30 yes
3. Shi Chenguang from June 1, 2021 to November 30, 2021
4. Zhang Chan
