Guohao law firm (Beijing)
About
China Automotive Research automobile testing ground Co., Ltd. issued shares for the first time and was listed on the gem
Verification of strategic investors
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Tianjin, Kunming, Guangzhou, Chengdu, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Hong Kong, Paris
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Guohao law firm (Beijing)
Legal opinion on the verification of strategic investors in the initial public offering and listing on the gem of China Automotive Research automobile testing ground Co., Ltd
Guo Hao Jing Zheng Zi [2022] No. 0043 to: China Galaxy Securities Co.Ltd(601881)
Guohao law firm (Beijing) (hereinafter referred to as “the firm”) accepts the entrustment of China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “Galaxy Securities”, “sponsor” or “lead underwriter”), The lawyer of the firm is appointed to verify the strategic investors involved in the initial public offering of shares and listing on the gem of China Automotive Research automobile test ground Co., Ltd. (hereinafter referred to as the “issuer” and “company”) organized and implemented by Galaxy Securities as the lead underwriter.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the code for underwriting initial public offerings under the registration system, and the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”) In accordance with the relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of the issuance and underwriting business of the gem initial public offering of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers checked the matters of strategic investors involved in this offering, And issued the legal opinion of Guohao law firm (Beijing) on the verification of strategic investors in the initial public offering and listing on the gem of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as “the legal opinion”).
Part I statement
1、 The firm and its lawyers have strictly performed their statutory duties in accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, The principles of diligence and good faith have been followed and necessary verification has been carried out.
2、 Based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents that have come into force as of the date of issuance of this legal opinion, the exchange expresses legal opinions only on the selection criteria of strategic investors, placement qualification and other related matters, and does not express opinions on other matters. 3、 For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments, issuers, lead underwriters, other relevant units or relevant persons as the basis for issuing legal opinions.
4、 This legal opinion only expresses legal opinions on legal issues in China related to this offering. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and so on. When accounting, capital verification and audit, asset evaluation, investment decision-making and other contents are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries, and it does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents. 5、 In order to issue this legal opinion, our lawyers have strictly performed their statutory duties, checked and verified the relevant documents and materials submitted by Galaxy Securities to the exchange, and listened to the statements and explanations of relevant personnel of Galaxy Securities on the relevant situation of strategic investors.
6、 This legal opinion is only for the use of the issuer and its lead underwriter for the purpose of this offering, and shall not be used for any other purpose by any other person without the written permission of the lawyer of the exchange.
The second part is the main body
1、 Strategic investors and number of placements in this offering (I) strategic investors in this offering
According to the strategic placement plan for the initial public offering of shares and listing on the growth enterprise market (hereinafter referred to as the “strategic placement plan”) provided by the lead underwriter, the investors participating in the strategic placement of the issuer are Chongqing Changan Automobile Company Limited(000625) (hereinafter referred to as ” Chongqing Changan Automobile Company Limited(000625) “) CETC Investment Holding Co., Ltd. (hereinafter referred to as “CETC investment”) and the relevant subsidiary of the sponsor, Yinhe Yuanhui Investment Co., Ltd. (hereinafter referred to as “Yinhe Yuanhui”) (if the offering price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations). (II) placing quantity
According to the strategic placement plan, 330.6 million shares are proposed to be publicly issued, accounting for 25% of the total number of shares after issuance. The initial strategic placement quantity of this issuance is 79.53 million shares, accounting for 24.06% of the issuance quantity. The difference between the final strategic placement quantity and the initial strategic placement quantity will be reversed according to the principles specified in the callback mechanism.
The specific participation scale of the strategic placement object is as follows:
Serial number name of strategic investor type of investor committed subscription amount initial subscription amount (10000 yuan) (10000 shares)
Having business relationship with the issuer
1 Chongqing Changan Automobile Company Limited(000625) strategic partnership or long-term cooperation 9900 3000
Large enterprises with vision
Having business relationship with the issuer
2. The strategic cooperation relationship of CETC investment may be 11000 or 3300 for a long time
Under the vision of large enterprises
Affiliated enterprise
3. Relevant subsidiaries of Galaxy Yuanhui (if any) sponsor 4000 1653
Total 24900 7953
Note 1: the “committed subscription amount” in the above table is the upper limit of the committed subscription amount agreed in the strategic placement agreement signed by the issuer and strategic investors.
Note 2: Chongqing Changan Automobile Company Limited(000625) and the final allotment of shares invested by CETC take the lower value between the initial number of shares subscribed and the number of shares calculated and determined according to the issuance price finally determined in this issuance and the actual payment amount of strategic investors. The number of shares determined based on the issuance price finally determined by this issuance and the actual payment amount of strategic investors is calculated as follows: the number of shares = the actual payment amount of strategic investors ÷ the issuance price finally determined by this issuance, rounded down to single digits.
Note 3: under the condition of meeting the follow-up investment conditions of relevant subsidiaries of the sponsor, if the issuance scale exceeds 1 billion yuan, Galaxy Yuanhui will automatically adjust the proportion and amount of participating in the strategic placement according to the requirements of relevant regulations.
A total of 3 investors participated in the strategic placement, and the initial number of strategic placement was 79.53 million shares, accounting for 24.06% of the number of shares issued this time, It meets the requirements of Article 29 of the detailed rules for the implementation that “if the number of securities issued is more than 100 million shares (shares), the number of strategic investors shall not exceed 35 in principle, and the total amount of securities placed shall not exceed 30% of the number of securities publicly issued in principle”. 2、 Specific information of strategic investors (I) Chongqing Changan Automobile Company Limited(000625)
1. Basic information
According to the business license and articles of association of Chongqing Changan Automobile Company Limited(000625) and the inquiry of our lawyer in the national enterprise credit information publicity system, the basic information of Chongqing Changan Automobile Company Limited(000625) is as follows:
Company name Chongqing Changan Automobile Company Limited(000625)
Date of establishment: October 31, 1996
Unified social credit code 9150000020286320×6
Legal representative: Zhu Huarong
Registered capital: 7632153402 yuan
Enterprise type: joint stock limited company (listed company)
Business term: October 31, 1996 to permanent
Registered address: No. 260, Jianxin East Road, Jiangbei District, Chongqing
Licensed items: manufacturing and selling automobiles (including cars) and manufacturing automobile engine series products., Car rental (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: development of automobiles (including cars), development of automobile engine series products, business scope, development, manufacturing and sales of supporting parts, molds and tools, mechanical installation engineering, scientific and technological consulting services, Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state), developing, producing and selling computer software and hardware products, computer application technology consulting and training, and computer network system design, installation and maintenance, To handle the telecom business, technical services and technical services entrusted by Chongqing Branch of China Telecom Co., Ltd
Development, technical consultation, technical exchange, technology transfer and technology promotion (except as required by law)
In addition to the approved projects, carry out business activities independently according to the law with the business license)
According to the verified Chongqing Changan Automobile Company Limited(000625) business license and the current effective articles of association, Chongqing Changan Automobile Company Limited(000625) is a joint stock limited company legally established and effectively existing in China. There is no case that the business term expires, the company decides to dissolve, the business license is revoked according to law due to violation of laws, regulations or other normative documents, the company is ordered to close down or be revoked The subject qualification of Chongqing Changan Automobile Company Limited(000625) is legal and valid in cases where it should be terminated according to national laws, administrative regulations, normative documents and the articles of association due to failure to pay off due debts.
2. Ownership structure, controlling shareholder and actual controller
Chongqing Changan Automobile Company Limited(000625) is a listed company on the main board of Shenzhen Stock Exchange. According to Chongqing Changan Automobile Company Limited(000625) third quarter report of 2021, as of September 30, 2021, Chongqing Changan Automobile Company Limited(000625) equity structure is as follows:
Serial number name shareholding quantity (share) shareholding ratio
1 China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. 1430104046 18.78%
2 China Ordnance Equipment Group Co., Ltd. 1125382399 14.78%
3 Nanfang Industrial Asset Management Co., Ltd. 466067890 6.12%
4 China Securities Finance Corporation 327971466 4.31%
5 Zhonghui Futong (Hong Kong) Investment Co., Ltd. 215768332 2.83%
6 Hong Kong Central Clearing Company Limited 206264388 2.71%
7 China Construction Bank Corporation(601939) – huaxianeng 55872444
