Beijing Weiming law firm
About Guangzhou silinjie Technology Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on science and Innovation Board
Beijing Weiming law firm
Lockage b-1213, 103 huizhongli, Chaoyang District, Beijing
Tel: 01064433855
About Guangzhou silinjie Technology Co., Ltd
Verification matters of strategic investors in initial public offering and listing on the science and Innovation Board
Legal opinion
To: Minsheng Securities Co., Ltd
Beijing Weiming law firm (hereinafter referred to as “the firm”), as the special legal adviser of Guangzhou silinjie Technology Co., Ltd. (hereinafter referred to as “the issuer” and “the company”) who witnessed the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “the offering”), verified the strategic placement of strategic investors participating in the offering, And issue this legal opinion.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), and the administrative measures for securities issuance and underwriting Measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (SZF [2021] No. 76) (hereinafter referred to as the “implementation measures”), guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange Kechuang board No. 1 – initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the “underwriting guidelines”) This legal opinion is issued in accordance with the provisions of the code for underwriting initial public offering under the registration system (hereinafter referred to as the “code for underwriting”) and other laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, we and our lawyers declare that:
1. In accordance with the securities law of the people’s Republic of China, 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Check the strategic investors of this offering in accordance with the requirements of laws, regulations and normative documents to ensure that 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, and bear corresponding legal liabilities.
2. In order to issue this legal opinion, our lawyers checked the matters related to the strategic investors involved in this issuance and consulted the documents that our lawyers considered necessary to issue this legal opinion.
3. The issuer, the lead underwriter and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the firm are true, accurate and complete, and there is no concealment, omission, falsehood or misleading; The materials and documents have not changed on the date of providing to the exchange and the date of issuing this legal opinion.
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony, written statements or documents issued or provided by relevant government departments, other units or individuals to issue legal opinions.
5. 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 permission of the exchange.
6. Our lawyers agree to take this legal opinion as one of the necessary documents for this issuance, record it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified the relevant documents and facts provided by the issuer, the lead underwriter and the strategic investor, and issued the following legal opinions:
1、 Basic information of strategic investors
(I) Minsheng Securities Investment Co., Ltd
1. Basic information
Enterprise name Minsheng Securities Investment Co., Ltd. unified social letter 9111 Shenzhen Zhenye(Group)Co.Ltd(000006) 9614203b
Use code
Type: Feng Henian, legal representative of limited liability company
Registered capital: 400 million yuan establishment date: May 21, 2013
Address: block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen
Block 670101a
The business term is from May 21, 2013 to long-term
Business scope project investment and investment management
Shareholder Minsheng Securities Co., Ltd
Key personnel: Feng Henian (Chairman)
2. Controlling shareholder and actual controller
After verification, Minsheng Securities Co., Ltd. (hereinafter referred to as “lead underwriter” and “sponsor”) holds 100% equity of Minsheng Securities Investment Co., Ltd. (hereinafter referred to as “Minsheng investment”), is the controlling shareholder of Minsheng investment, and Minsheng investment has no actual controller.
3. Strategic placement qualification
Minsheng investment is an alternative investment subsidiary of the sponsor of the issuer, which has the qualification of strategic placement and complies with the relevant provisions on follow-up investment of relevant subsidiaries of the sponsor in Chapter III of the underwriting guidelines.
4. Association relationship
After verification, Minsheng Securities Co., Ltd., as the lead underwriter of this offering, holds 100% equity of Minsheng investment, which is its wholly-owned subsidiary.
After verification, as of the date of this report, Minsheng investment did not hold the shares of the issuer.
5. Sources of subscription funds participating in strategic placement
According to the written commitment of Minsheng investment, it participates in the subscription with its own funds. After verification of the audit report of Minsheng investment in the latest fiscal year and the latest financial report, the working capital of Minsheng investment is sufficient to cover the subscription capital of the strategic placement agreement signed between Minsheng investment and the issuer.
2、 Strategic placement scheme, selection criteria of strategic investors and verification of placement qualification
(I) strategic placement scheme
1. Number of strategic placements
The number of shares to be issued to the public this time is 16.67 million, accounting for 25.00% of the total share capital of the company after issuance. All of them are new shares to be issued to the public, and the shareholders of the company will not offer shares to the public. The initial strategic placement quantity of this issuance is 833500 shares, accounting for 5.00% of this issuance quantity, which does not exceed 20% of this issuance quantity, which is in line with the provisions of paragraph 2 of Article 17 of the implementation measures.
The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.
Minsheng investment, the relevant subsidiary of the sponsor, is expected to follow up with the investment ratio of 5% of the number of this public offering, that is, 833500 shares, but not more than 40 million yuan. If the scale of this issuance exceeds 1 billion yuan, the proportion and amount of participating in the strategic placement will be automatically adjusted according to the requirements of relevant regulations. The specific proportion and amount will be determined after the issuance price is determined on T-2. The proportion and amount of Minsheng investment follow-up investment comply with the relevant provisions of Article 18 of the underwriting guidelines.
2. Strategic placement object
The strategic placement object of this issuance is Minsheng Securities Investment Co., Ltd., an alternative investment subsidiary legally established by the sponsor participating in the follow-up investment.
3. Participation scale
A total of one investor participated in this strategic placement, and the number of strategic placement shall not exceed 15% of the number of securities issued to the public, which is in line with Article 6 of the underwriting guidelines and Article 16 of the implementation measures.
4. Placing conditions
Minsheng investment has promised not to participate in the initial inquiry of this offering, and promised to subscribe for its promised amount of shares at the issue price determined by the issuer and the lead underwriter.
5. Sales restriction period
The restricted period of the shares allocated to Minsheng investment in this follow-up investment is 24 months, which is calculated from the date of the issuer’s initial public offering and listing.
After the expiration of the sales restriction period, the reduction of Minsheng investment’s allocated shares shall be subject to the relevant provisions of the CSRC and the Shanghai Stock Exchange on share reduction.
(II) selection criteria and placement qualification verification opinions
According to the relevant provisions of Article 8 of the underwriting guidelines, the investors participating in the strategic placement of the issuer mainly include: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation; Relevant subsidiaries of the sponsor participating in the follow-up investment; The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; Other strategic investors who comply with laws, regulations and business rules.
According to the plan of initial public offering and listing on the science and Innovation Board of Guangzhou silinjie Technology Co., Ltd. and the strategic placement plan of initial public offering and listing on the science and Innovation Board of Guangzhou silinjie Technology Co., Ltd. provided by the issuer and the lead underwriter, The strategic placement investor of this offering is Minsheng Securities Investment Co., Ltd., an alternative investment subsidiary established by the sponsor participating in the follow-up investment.
Our lawyers believe that the selection criteria and placement qualification of strategic investors comply with the underwriting guidelines and other laws and regulations.
3、 Whether the strategic investors are prohibited by Article 9 of the underwriting guidelines
According to the strategic placement agreement between Minsheng Securities Co., Ltd. and Guangzhou silinjie Technology Co., Ltd. for the initial public offering and listing of science and Innovation Board signed by the issuer and Minsheng investment and the commitment issued by Minsheng investment, which has been verified by the lawyers of this exchange, There are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines when the issuer and the lead underwriter place securities to strategic investors, that is, there are no following circumstances:
(I) the issuer and the lead underwriter promise the strategic investors that the share price will rise after listing, or if the share price does not rise, the issuer will buy back the shares or give any form of economic compensation;
(II) the lead underwriter introduces strategic investors under the conditions of promising to share the underwriting expenses, introducing and participating in the strategic placement of other issuers, and returning the brokerage commission for the placement of new shares;
(III) the issuer subscribes to the securities investment fund managed by the issuer’s strategic investors after listing;
(IV) the issuer promises to appoint persons who have an association with the strategic investor to serve as directors, supervisors and senior managers of the issuer during the restricted sale period of the shares allocated to the strategic investor, except that the senior managers and core employees of the issuer set up a special asset management plan to participate in the strategic placement;
(V) except for the circumstances specified in Item 3 of Article 8 of the underwriting guidelines, strategic investors use non self owned funds to subscribe for the shares of the issuer, or accept the entrustment of other investors or entrust other investors to participate in the strategic placement;
(VI) other direct or indirect transfer of interests.
4、 Concluding observations
To sum up, our lawyers believe that Minsheng investment, as a strategic investor participating in the strategic placement of this offering, meets the selection criteria in accordance with the provisions of the implementation measures, underwriting guidelines and other relevant laws, regulations and normative documents, and is qualified to participate in the strategic placement; Minsheng investment’s participation in the strategic placement of this offering is not prohibited by Article 9 of the underwriting guidelines.
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