Guangdong Huashang law firm
About Zhuhai Gaoling Information Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special verification of strategic investors
Legal opinion
Guangdong Huashang law firm
CHINACOMMERCIALLAW FIRM. GUANG DONG
21-25 / F, floors 21a-3, 22a, 23a, 24a and 25A, CTS tower, No. 4011, shennanavenue, Shenzhen, PRC, No. 4011, Shennan Avenue, Futian District, Shenzhen, Guangdong Province
Tel: 00867558302555 Fax: 008675583025068
Postal code (P.C.): 518048 website: http://www.huashang.cn.
Guangdong Huashang law firm
About Zhuhai Gaoling Information Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Special verification of strategic investors
Legal opinion
To: China Greatwall Securities Co.Ltd(002939)
Guangdong Huashang law firm (hereinafter referred to as "the firm") is entrusted by China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as " China Greatwall Securities Co.Ltd(002939) " "lead underwriter" or "sponsor (lead underwriter)"), It is verified that four strategic investors, including Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd., the relevant subsidiary of the sponsor, participated in the strategic placement of Zhuhai Gaoling Information Technology Co., Ltd. (hereinafter referred to as "Gaoling information", "issuer" or "company") in the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "this issuance"). On the basis of full verification, The handling lawyer of the firm (hereinafter referred to as "the lawyer of the firm") issues this legal opinion.
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The measures for the administration of securities issuance and underwriting (Order No. 144 of the China Securities Regulatory Commission), the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213), the measures for the implementation of stock issuance and underwriting on the science and Innovation Board of Shanghai Stock exchange (Shanghai Zheng Fa [2021] No. 76) (hereinafter referred to as the "implementation measures") This legal opinion is issued in accordance with the provisions of the guidelines for the application of the issuance and underwriting rules of the Kechuang board of Shanghai Stock Exchange No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines") and other 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 hereby makes the following important tips and statements:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, According to the requirements of the implementation measures and other laws, regulations and normative documents, the strategic investors of this issuance shall be checked 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 recommendation institution (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.
Based on the above tips and statements, in accordance with the relevant requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have consulted the relevant documents and facts provided by the issuer, the sponsor (lead underwriter) and the strategic investors, and hereby issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) approval of the board of directors of the issuer
On February 20, 2021, the issuer convened the 15th meeting of the second board of directors in accordance with legal procedures, deliberated and adopted various proposals related to the issuance and listing.
(II) approval and authorization of the general meeting of shareholders of the issuer
On March 7, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's application for initial public offering and listing on the science and innovation board.
(III) approval and registration of Shanghai Stock Exchange and China Securities Regulatory Commission
On September 30, 2021, the stock listing committee of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") issued the announcement on the results of the 75th review meeting of the municipal Party Committee on the science and innovation board in 2021. According to the contents of the announcement, The stock listing committee of the science and Innovation Board of Shanghai stock exchange held its 75th meeting in 2021 on September 30, 2021 and has considered and approved the issuance and listing (initial public offering) of Gaoling information.
The China Securities Regulatory Commission (hereinafter referred to as "CSRC") has issued the reply on Approving the registration of Zhuhai Gaoling Information Technology Co., Ltd. for initial public offering (zjxk [2022] No. 201) and agreed to the issuer's application for registration of initial public offering.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the necessary approval and authorization according to law.
2、 Basic information 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 the "strategic placement plan of Zhuhai Gaoling Information Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board" (hereinafter referred to as "strategic placement plan") and other materials provided by the sponsor (lead underwriter), a total of four strategic investors participated in the strategic placement of this offering. The specific information is as follows:
Serial number name of strategic investor type of investor
1. Relevant subsidiaries of the sponsor participating in the follow-up investment of Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd
(hereinafter referred to as "Great Wall Investment")
2 China Insurance Investment Fund (limited partnership) is a large insurance company with long-term investment intention or its subordinate enterprises (hereinafter referred to as "China Insurance Investment Fund"), national large investment fund or its subordinate enterprises
3. China Electronics Technology Investment Holding Co., Ltd
(hereinafter referred to as "CETC investment") a large enterprise or its subordinate enterprise that has a strategic cooperative relationship with the issuer's business or has a long-term vision of 4 South Industrial Asset Management Co., Ltd
(hereinafter referred to as "Nanfang asset management")
(I) Great Wall Investment
1. Subject information
According to the business license, articles of association and relevant industrial and commercial registration materials provided by Great Wall Investment and verified by our lawyers, as of the date of issuance of this legal opinion, the industrial and commercial information of Great Wall investment is as follows: Company Name: Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd. unified social letter 91440 Shenzhen Microgate Technology Co.Ltd(300319) 644705w
Use code
Type: limited liability company (sole proprietorship of legal person)
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Legal representative: Tong Qiang, registered capital: RMB 1 million
Date of establishment: November 24, 2014
Business term: November 24, 2014 to January 1, 5000
Business scope general business items are: equity investment; Investment in financial products and other alternative investment businesses (excluding projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission).
Shareholder China Greatwall Securities Co.Ltd(002939) holds 100%
According to the business license, questionnaire and other materials provided by Great Wall Investment and verified by our lawyers, Great Wall 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 operating funds are its own funds and there is no situation of raising funds from investors in a non-public manner, There is no case that the assets are managed by the fund manager, nor does he act as any private fund manager. Therefore, Great Wall investment is not a private investment fund or private fund manager 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 procedures for the registration of private fund managers or the filing of private funds in accordance with relevant regulations.
2. Ownership structure
According to the business license, articles of association and other materials provided by Great Wall Investment and verified by our lawyers, as of the date of issuance of this legal opinion, China Greatwall Securities Co.Ltd(002939) holds 100% equity of Great Wall Investment and is the controlling shareholder and actual controller of Great Wall investment. The equity structure of Great Wall investment is as follows:
China Greatwall Securities Co.Ltd(002939)
100%
Shenzhen China Greatwall Securities Co.Ltd(002939) Investment Co., Ltd
3. Relationship with the issuer and lead underwriter
According to the business licenses and articles of association provided by the issuer, the recommendation institution (lead underwriter) and Great Wall investment, as well as the questionnaire provided by Great Wall investment, and verified by the lawyers of this firm, Great Wall investment is a wholly-owned subsidiary of the recommendation institution (lead underwriter) China Greatwall Securities Co.Ltd(002939) , Great Wall investment is associated with the sponsor (lead underwriter); Great Wall investment has no relationship with the issuer.
4. Strategic placement qualification
Upon verification by the lawyers of the firm, Great Wall investment, as an alternative investment subsidiary of the sponsor (lead underwriter) China Greatwall Securities Co.Ltd(002939) is qualified to participate in the strategic placement of the issuer, and meets the provisions of Article 8 (IV) of the underwriting guidelines.
5. Sources of subscription funds participating in strategic placement
According to the commitment letter issued by Great Wall investment, the source of funds used to subscribe for the strategic placement shares is its own funds. Upon verification of the relevant asset certificates provided by Great Wall investment, the working capital of Great Wall investment is sufficient to cover the subscription capital of the strategic placement agreement signed between Great Wall Investment and the issuer.
6. Commitment letter related to this offering
Great Wall investment has issued the following commitments on participating in this strategic placement: ① the holding period of the company's shares obtained this placement is 24 months from the date of the issuer's initial public offering and listing; ② There is no act of transferring improper interests between the company and 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.
(II) China Insurance Investment Fund
1. Subject information
According to the business license, partnership agreement and other materials provided by China Insurance Investment Fund and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of China insurance investment fund is as follows: company name China Insurance Investment Fund (limited partnership) unified social letter 91310000ma1fl1nl88
Use code
Type: limited partnership
Address: 20 / F, No. 18, Dongyuan Road, China (Shanghai) pilot Free Trade Zone
Executive affairs China Insurance Investment Co., Ltd
The registered capital of the partners is 5875 million yuan
Date of establishment: February 6, 2016
Business term: February 6, 2016 to non agreed period
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)
According to the business license, questionnaire and other materials provided by China Insurance Investment Fund and verified by the lawyers of this firm, China insurance investment fund is a limited partnership established and effectively existing according to law, and there is no evidence
