Beijing Deheng Law Firm
about
Softcom power information technology (Group) Co., Ltd
Strategic placement of initial public offerings
Special verification opinions
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
about
Softcom power information technology (Group) Co., Ltd
Strategic placement of initial public offerings
Special verification opinions
Deheng 01f202115903 to: China Securities Co.Ltd(601066) , Minsheng Securities Co., Ltd
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) is entrusted by China Securities Co.Ltd(601066) , Minsheng Securities Co., Ltd. (hereinafter referred to as “joint lead underwriter”), The lawyer of the firm is assigned to verify the strategic placement of softcom power information technology (Group) Co., Ltd. (hereinafter referred to as the “issuer”) for initial public offering and listing on the gem (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”) Special provisions on issuance and underwriting of initial public offerings on GEM (announcement [2021] No. 21 of China Securities Regulatory Commission) (hereinafter referred to as “special provisions on issuance and underwriting”) The provisions of the detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules for the implementation of issuance and underwriting business”), the specifications for the underwriting of initial public offerings under the registration system (zxsf [2021] No. 213) and other laws, regulations and normative documents, This verification opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the issuance of this verification opinion, our lawyer makes the following statement:
1. The issuer, the co lead underwriter and the strategic investor guarantee that all documents and materials provided to the lawyers of the firm are true, accurate, complete and effective, and there is no omission, falsehood or misleading; Such documents and materials have not changed from the date of providing to the exchange to the date of issuing the verification opinions;
2. In order to issue this verification opinion, our lawyers checked the matters related to the strategic placement of this issuance and consulted the documents that our lawyers believe are necessary to issue this verification opinion;
3. For the fact that this verification 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, joint lead underwriters, other relevant units or relevant persons to issue verification opinions;
4. The firm and its undertaking 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), followed the principles of diligence and good faith, and in accordance with the special provisions on issuance and underwriting and other laws The provisions and requirements of laws and regulations and normative documents verify the matters related to the strategic placement of this issuance. The facts identified in this verification 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 verification opinion shall be filed together with other materials. Our lawyers shall bear corresponding legal responsibilities for the verification opinions issued according to law. This verification opinion is only for the purpose of matters related to the strategic placement of this issuance, and shall not be used for any other purpose by anyone without the written consent of the exchange.
Based on the above statement, we hereby issue the following verification opinions:
1、 Strategic placement scheme and basic information of strategic investors
(I) strategic placement scheme
According to the strategic placement plan of softcom power information technology (Group) Co., Ltd. for initial public offering and listing on the gem provided by the co lead underwriters, the specific plan of the strategic placement of this issuance is as follows: 1 Number of strategic placements
The number of shares issued this time is 63529412, accounting for 15% of the total share capital after issuance. Among them, the senior managers and core employees of the issuer participate in the special asset management plan established by the strategic placement, and the expected subscription amount shall not exceed 10.00% of the issuance amount; The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 5.00% of the number of this issuance (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); Other strategic investors are expected to subscribe for no more than 390 million yuan. 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
In this offering, the selection of strategic investors is comprehensively determined after considering the qualification of investors and market conditions, mainly including the following categories:
(1) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business with the issuer;
(2) Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
(3) The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
(4) The relevant subsidiaries of the recommendation institution follow the investment.
3. Scale of participation
The specific participation scale of the strategic placement object is as follows (the specific proportion and amount will be determined after the issuance price is determined):
Serial number name of strategic investor type of investor committed subscription amount (10000 yuan)
Large insurance companies with long-term investment intention
1. China Insurance Investment Fund (limited partnership) or its subordinate enterprises, national large investment fund 21000 gold or its subordinate enterprises
Strategic cooperation relationship with the issuer in business operation
2 Nanchang new century Venture Capital Co., Ltd. is a large enterprise with long-term cooperation vision or its subordinate enterprises
Strategic cooperation relationship with the issuer in business operation
3. Shandong Caixin Investment Co., Ltd. is a large enterprise or its subordinate enterprise with long-term cooperation vision
Strategic cooperation relationship with the issuer in business operation
4 Wuxi Shanshui Industry Investment Development Co., Ltd. is a large enterprise with long-term cooperation vision or 10000 of its subsidiaries
Affiliated enterprises
Strategic cooperation relationship with the issuer in business operation
5. Zhongjing Investment Holding Group Co., Ltd. is a large enterprise with long-term cooperation vision or its 3000
Affiliated enterprises
China Securities Co.Ltd(601066) senior managers and core employees of the issuer of softcom power No. 1 strategic placement set
6. The asset management plan participated in the special asset 1710280 management plan established by this strategic placement
China Securities Co.Ltd(601066) senior managers and core employees of the issuer of softcom power No. 2 strategic placement set
7he asset management plan participated in the special asset 858780 management plan established by this strategic placement
Total 6469060
Note: the fund raised in the China Securities Co.Ltd(601066) softcom power strategic placement collective asset management plan is 256.91 million yuan (including product related fund position), and the upper limit of the subscription scale is 256906 million yuan;
The “committed subscription amount” in the above table refers to the strategic placement amount agreed in the strategic investor subscription agreement for initial public offering of RMB common shares (A shares) by softcom power information technology (Group) Co., Ltd. (the “strategic placement agreement”) signed by the strategic investor and the issuer.
The strategic investor agrees to place the shares at the final issue price. The number of shares placed is rounded down according to the calculation result of the following formula, accurate to shares. The number of shares placed = the amount of subscription money allocated to the strategic investor / the issue price.
The amount of follow-up investment of China Securities Co.Ltd(601066) Investment Co., Ltd., the alternative investment subsidiary of the sponsor China Securities Co.Ltd(601066) is expected to be 5.00% of the amount of this issuance (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) basic information of strategic investors
1. China Insurance Investment Fund (limited partnership) (hereinafter referred to as “China Insurance Investment Fund”)
(1) Basic information
According to the business license and partnership agreement provided by China Insurance Investment Fund and verified by our lawyers, as of the date of issuance of this verification opinion, the basic information of China insurance investment fund is as follows:
Company name: China Insurance Investment Fund (limited partnership)
Company type: limited partnership
Unified social credit code 91310000ma1fl1nl88
Address: 20 / F, No. 18, Dongyuan Road, China (Shanghai) pilot Free Trade Zone
Executive partner China Insurance Investment Co., Ltd
The registered capital is 5875 million yuan
Date of establishment: February 6, 2016
Business term: February 6, 2016 to no fixed term
Business scope: equity investment management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
After verification, the China insurance investment fund is a legally established and effectively existing limited partnership in China, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the provisions of the partnership agreement. On May 18, 2017, China Insurance Investment Fund handled the filing of Private Equity Fund (No.: sn9076), and the fund manager is China Insurance Investment Co., Ltd. (Registration No.: p1060245).
(2) Ownership structure
According to the business license, partnership agreement and other materials provided by China Insurance Investment Fund and verified by our lawyers, as of January 14, 2022, the equity structure of China insurance investment fund is as follows:
Proportion of subscribed capital contribution
Serial number partner name partner type (100 million yuan) (%)
1 China Insurance Investment Co., Ltd. 9.76 1.16 general partner
2 limited partner of Ancheng Property Insurance Co., Ltd
3 ICBC AXA Life Insurance Co., Ltd. 26.00 3.10 yes
