Beijing Deheng Law Firm
Legal opinions on the special verification of strategic investors in the initial public offering of shares on the science and Innovation Board of Shaanxi Huaqin Technology Industry Co., Ltd
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Beijing Deheng Law Firm
About Shaanxi Huaqin Technology Industry Co., Ltd
Special verification of strategic investors in the initial public offering of shares on the science and Innovation Board
Legal opinion
Deheng 01f20220056-3 to: China Securities Co.Ltd(601066)
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) is entrusted by China Securities Co.Ltd(601066) (hereinafter referred to as “lead underwriter”, “sponsor” and ” China Securities Co.Ltd(601066) “), The lawyer of the firm is assigned to verify the strategic placement of Shaanxi Huaqin Technology Industry Co., Ltd. (hereinafter referred to as the “issuer”) in the initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “issuance”), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange’s science and Innovation Board (hereinafter referred to as the “implementation measures”), the guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange’s science and Innovation Board No. 1 – initial public offering of shares (hereinafter referred to as the “underwriting guidelines”), the underwriting specifications for initial public offering of shares under the registration system and other laws This legal opinion is issued in accordance with the provisions of laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. For the issuance of this legal opinion, our lawyer makes the following statement:
1. The issuer, the recommendation institution and the strategic investor guarantee that all documents and materials provided to the lawyers of this firm are true, accurate, complete and effective, and there is no omission, falsehood or misleading; The materials and documents have not changed since they were provided to the exchange and the legal opinion was issued.
2. In order to issue this legal opinion, our lawyers checked the matters related to the strategic investors involved in this offering and consulted the documents that our lawyers considered necessary to issue this legal opinion.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimonies, written statements or copies of documents issued or provided by relevant government departments, issuers, lead underwriters, other relevant units or relevant persons.
4. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of 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), followed the principles of diligence and good faith, and in accordance with the implementation measures and other laws The provisions and requirements of laws and regulations and normative documents verify the strategic investors of this issuance. The facts identified in this 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.
5. As one of the necessary legal documents for the issuer’s issuance, this legal opinion shall be filed together with other materials. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law. This legal opinion is only used by the issuer for the purpose of verifying the qualification of strategic investors in this offering, and shall not be used by anyone for any other purpose without the written consent of the exchange.
Based on the above statement, we hereby issue the following legal opinions:
1、 Strategic placement scheme and basic information of strategic investors
(I) strategic placement scheme
According to the strategic placement plan of Shaanxi Huaqin Technology Industry Co., Ltd. for initial public offering and listing on the science and innovation board provided by the lead underwriter, the specific plan of this strategic placement is as follows:
1. Number of strategic placements
The number of shares issued this time is 16.666668 million, accounting for 25% of the total share capital after issuance. The initial strategic placement issued 833333 shares, accounting for 5% of this issuance. 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.
2. Strategic placement target
The strategic placement object of this issuance is only composed of the follow-up investment of the relevant subsidiaries of the sponsor. The follow-up investment institution is China Securities Co.Ltd(601066) alternative investment subsidiary China Securities Co.Ltd(601066) Investment Co., Ltd. (hereinafter referred to as ” China Securities Co.Ltd(601066) investment”), and there is no special asset management plan for senior management core employees and other strategic investors.
3. Scale of participation
1) According to the underwriting guidelines, the initial follow-up proportion of China Securities Co.Ltd(601066) investment is 5.00% of the number of shares issued to the public, that is, the initial follow-up number of shares is 833333 shares. The specific proportion and follow-up investment amount will be determined after the issuance price is determined on February 22, 2022 (T-2).
China Securities Co.Ltd(601066) investment has signed a strategic placement agreement with the issuer and promised to subscribe for 2% – 5% of the issuer’s shares in this public offering according to the stock issuance price. The specific proportion is determined according to the size of the issuer’s shares in this public offering:
① If the issuance scale is less than RMB 1 billion, the follow-up investment ratio is 5%, but not more than RMB 40 million;
② If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment ratio is 4%, but not more than 60 million yuan;
③ If the issuance scale is more than 2 billion yuan and less than 5 billion yuan, the follow-up investment proportion is 3%, but not more than 100 million yuan;
④ If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan.
Since the final actual subscription quantity of China Securities Co.Ltd(601066) investment is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of the strategic placement investors after determining the issuance price. The specific proportion and amount of follow-up investment will be determined after the issue price is determined on February 22, 2022 (T-2).
(II) basic information of strategic investors
1. Basic information
According to the business license and articles of association provided by China Securities Co.Ltd(601066) investment and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of China Securities Co.Ltd(601066) investment is as follows:
Company name China Securities Co.Ltd(601066) Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person)
Unified social credit code 91110111ma0193jp0g
Address: 109, block C, Beijing fund town building, No. 1, Jinyuan street, Changgou Town, Fangshan District, Beijing
Legal representative: Xu jiongwei
Registered capital: 610 million yuan
Date of establishment: November 27, 2017
Business term: November 27, 2017 to no fixed term
Investment management scope; Equity investment management; Investment consulting (except intermediary); Project investment.
(1) no fund shall be raised in public without the approval of relevant departments; 2. No permit shall be issued in public
Securities products and financial derivatives trading activities; 3. No loan shall be granted; 4. No guarantee shall be provided to enterprises other than the invested enterprises; 5. It shall not promise investors that the investment principal will not be lost or promise the minimum return “; Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
According to the business license, articles of association and other materials provided by China Securities Co.Ltd(601066) investment and verified by our lawyers, China Securities Co.Ltd(601066) investment is a limited liability company established according to law. There is no situation that it must be terminated according to relevant laws and regulations and the articles of association. Its capital contribution is its own capital, and there is no situation of raising funds from investors in a non-public way, There is no case that the assets are managed by the fund manager, nor does he act as any private fund manager. Therefore, China Securities Co.Ltd(601066) investment does not belong to private investment funds or private managers regulated in accordance with 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 there is no need to perform the registration and filing procedures in accordance with relevant regulations.
2. Ownership structure
According to the business license, articles of association and other materials provided by China Securities Co.Ltd(601066) investment and verified by our lawyers, as of the date of issuance of this legal opinion, the equity structure of China Securities Co.Ltd(601066) investment is as follows:
Serial number shareholder name shareholding ratio
1 China Securities Co.Ltd(601066) 100.00%
Total 100.00%
After verification, China Securities Co.Ltd(601066) the first largest shareholder Beijing Financial Holding Group Co., Ltd. holds 34.61% and the second largest shareholder Central Huijin Investment Co., Ltd. holds 30.76%. Because the first two shareholders cannot decide the election of more than half of the members of the board of directors, they cannot control the board of directors and more than half of the voting rights of the general meeting of shareholders, Therefore, there is no controlling shareholder and actual controller in China Securities Co.Ltd(601066) and there is no actual controller in China Securities Co.Ltd(601066) investment.
3. Strategic placement qualification
China Securities Co.Ltd(601066) investment, as an alternative investment subsidiary established by the sponsor China Securities Co.Ltd(601066) according to law, is qualified to participate in the strategic placement of the issuer’s initial public offering and meets the provisions of Article 8 (IV) of the underwriting guidelines.
4. Relationship with the issuer and the lead underwriter
According to the business license and articles of association provided by China Securities Co.Ltd(601066) investment and verified by our lawyers, as of the date of issuance of this legal opinion, China Securities Co.Ltd(601066) investment is a wholly-owned subsidiary under the control of the sponsor China Securities Co.Ltd(601066) , and China Securities Co.Ltd(601066) investment has an associated relationship with the lead underwriter China Securities Co.Ltd(601066) ; The China Securities Co.Ltd(601066) investment is not related to the issuer. 5. Sources of funds for subscription
According to the China Securities Co.Ltd(601066) investment commitment, it uses its own funds to subscribe for the issuer’s shares, does not use non own funds to subscribe for the issuer’s shares, or accepts the entrustment of other investors or entrusts other investors to participate in the strategic placement. After verification, according to the latest annual audit report of China Securities Co.Ltd(601066) investment, the working capital of China Securities Co.Ltd(601066) investment is sufficient to cover the subscription capital of the strategic placement agreement signed with the issuer.
6. Other commitments related to this offering
China Securities Co.Ltd(601066) investment has issued the following commitments for participating in the strategic placement: (1) the holding period of the shares obtained by the company is 24 months from the date of the issuer’s initial public offering and listing; (2) There is no affiliated relationship between the company and the issuer, and there is no act of conveying illegitimate interests with the issuer or other interested parties; (3) The company does not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and shall not seek the control right of the issuer during the restricted sale period of the allocated shares.
2、 Selection criteria and placement qualification verification of strategic investors
According to Article 8 of the underwriting guidelines, investors who can participate in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, allotment of shares and closed operation; (IV) relevant subsidiaries of the sponsor participating in the follow-up investment; (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules. According to paragraph (II) of Article 17 of the implementation measures, strategic investors participating in stock placement shall use their own funds and shall not accept entrustment or entrust others to participate, except for securities investment funds and other entities established according to law and meeting specific investment purposes.
According to paragraph (I) of Article 6 of the underwriting guidelines, if the number of IPO shares is more than 400 million, the number of strategic investors shall not exceed 30; For more than 100 million shares and less than 400 million shares, there shall be no more than 20 strategic investors; For less than 100 million shares, there should be no more than 10 strategic investors. According to Article 7 of the underwriting guidelines, investors participating in the strategic placement of the issuer shall subscribe for the number of shares of the issuer they have promised to subscribe for at the final issue price. According to Article 18 of the underwriting guidelines, the relevant subsidiaries of the recommendation institution participating in the placement shall promise to subscribe for 2% to 5% of the initial public offering shares of the issuer according to the stock issuance price. According to paragraphs (II) and (III) of Article 16 of the implementation measures, if the number of shares in the initial public offering is more than 100 million shares, the total number of shares allotted by the strategic investor shall not exceed 30% of the number of shares in the current public offering in principle; If the number of shares in the initial public offering is less than 100 million, the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in the current public offering.
After verification, a total of one investor participated in the strategic placement. The objects of the strategic placement are: the relevant subsidiaries of the sponsor participating in the follow-up investment, and the initial number of shares issued by the strategic placement is 833333; The above arrangements are in line with the implementation measures and the underwriting guidelines. There shall be no more than 20 strategic investors in this offering, and the total number of shares placed by strategic investors shall not exceed that of this public offering
