Shanghai jintiancheng law firm
About Shaanxi Sirui New Material Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on science and Innovation Board
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shaanxi Sirui New Material Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on science and Innovation Board
To: Haitong Securities Company Limited(600837)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) “, “sponsor” and “lead underwriter”), This legal opinion is issued to verify the strategic placement of strategic investors participating in the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as the “issuance”) of Shaanxi Sri new materials Co., Ltd. (hereinafter referred to as “the issuer” and “Sri new materials”).
The lawyers of this firm are in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting, the code for underwriting initial public offerings under the registration system, and the measures for the implementation of stock issuance and underwriting on the science and Innovation Board of Shanghai Stock Exchange (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 (hereinafter referred to as the “underwriting guidelines”) and other laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry.
In order to issue this legal opinion, we and our lawyers declare that:
1. In accordance with the provisions of the securities law, 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 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.
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 checked the relevant documents and facts provided by the issuer, the sponsor (lead underwriter) and the strategic investor, and issued the following legal opinions:
1、 Basic information of strategic investors
(I) special asset management plan of Sri new materials
1. Subject information
According to the asset management contract (hereinafter referred to as “asset management contract”) and Filing Certificate of the employees of Haitong futures Sri new materials participating in the collective asset management plan for strategic placement on the science and Innovation Board (hereinafter referred to as “Sri new materials special asset management plan”), and through the lawyers of the exchange on the website of China Securities Investment Fund Association (www.amac. Org. CN.) Through inquiry, the basic information of the special asset management plan of Sri new materials is as follows:
Product Name: Haitong futures Sri new material employees participate in the collective asset management plan of strategic placement on the science and Innovation Board
Product code sva345
Name of manager: Haitong Futures Co., Ltd
Name of custodian China Merchants Bank Co.Ltd(600036) Shanghai Branch
Filing date: February 14, 2022
Date of establishment: February 10, 2022
Maturity date: February 9, 2032
Investment type equity
2. Actual dominant subject
According to the asset management contract, The manager has the right to: “(1) independently manage and use the property of the asset management plan in accordance with the asset management contract; (2) timely and fully obtain the manager’s management expenses and performance remuneration (if any) in accordance with the asset management contract; (3) exercise the rights arising from the property investment of the asset management plan in accordance with relevant regulations and the asset management contract; (4) Supervise the custodian according to the asset management contract and other relevant provisions. If the custodian violates the asset management contract or relevant laws and regulations and causes heavy losses to the assets of the asset management plan and the interests of other parties, it shall take measures to stop it in time and report to the dispatched office of the CSRC and the Securities Investment Fund Industry Association; (5) Provide or entrust service institutions recognized by the CSRC and the securities investment fund industry association to provide services such as raising, share registration, valuation and accounting, information technology system, etc. for the asset management plan, and conduct necessary supervision and inspection on their behavior; (6) Exercise ownership registration and other rights generated in the process of investment on behalf of the asset management plan in the name of the manager; (7) Other rights stipulated by laws and regulations, China Securities Regulatory Commission, securities investment fund association and asset management contract. ” Therefore, Haitong Futures Co., Ltd., the manager of the special asset management plan of Sri new materials, can independently decide the investment of the asset management plan within the agreed scope, the management and internal operation of the invested projects, and is the actual dominant subject of the special asset management plan of Sri new materials.
3. Strategic placement qualification
The special asset management plan of Sri new materials has obtained the Filing Certificate of China Securities Investment Fund Industry Association on February 14, 2022 and is qualified for this strategic placement.
4. Deliberation and personnel composition of the board of directors
According to the asset management contract, the name, job title, actual payment amount, holding proportion of asset management plan shares and employee category of the participants in the special asset management plan of Sri new materials are as follows:
Preface name company position actual contribution fund asset management plan share employee category number amount (10000 yuan) holding proportion
1 Wu Xuhong, general manager of Sri new materials 801.00 22.25% senior managers
Preface name company position actual contribution fund asset management plan share employee category number amount (10000 yuan) holding proportion
2 Xu Runsheng, chief financial officer of Sri Xincai and Secretary of the board of directors of 567.00 15.75% senior managers
3 Ma Guoqing, deputy general manager of Sri new materials 900.00, 25.00% senior managers
4 Zhang hangsri new material deputy general manager 504.00 14.00% senior management
5. Served as deputy general manager of leisrui copper alloy 396.00 11.00% core employees
6. Table of 432.00 12.00% core employees of Wang Lei, Sri Xincai securities agent
Total 360000 100.00%
Note 1: the difference in the mantissa between the sum of the total number and the number of each part is caused by rounding. Note 2: the total payment amount of the special asset management plan of Sri new materials is 36 million yuan, of which the upper limit of the subscription amount used to participate in the strategic placement (including the brokerage commission for the placement of new shares) does not exceed 36 million yuan.
Note 3: the final number of subscribed shares will be confirmed after the issue price is determined on March 3, 2022 (T-2).
Note 4: Sri copper alloy refers to Xi’an Sri advanced copper alloy technology Co., Ltd., which is a wholly-owned subsidiary of the issuer.
After verification, the special asset management plan established by the senior management and core employees of the issuer to participate in the strategic placement has been deliberated and adopted at the 36th meeting of the second board of directors of the issuer; The share holders of the special asset management plan of Sri new materials are the senior managers and core employees of the issuer, and the above personnel have signed labor contracts with the issuer or its wholly-owned subsidiaries.
5. Sources of funds involved in strategic placement
The special asset management plan of Sri new materials is a special asset management plan. According to the written commitment of the participants, the subscription funds of the participants are their own funds.
6. Commitments related to this offering
According to the implementation measures, underwriting guidelines and other laws and regulations, Haitong Futures Co., Ltd., the manager of the special asset management plan of Sri new materials, issued a letter of commitment, promising as follows:
(1) The company accepts the entrustment of the senior management and core employees of the issuer to establish and manage the special asset management plan of Sri new materials, which meets the relevant requirements for the selection criteria of strategic investors in Article 8 of the underwriting guidelines. (2) The share holder of the special asset management plan of Sri new materials is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement.
(3) The company participates in the strategic placement through the special asset management plan of Sri new materials, and the source of funds used is the share holder’s own funds, which are only invested in the issuer. This strategic placement meets the investment scope agreed in the management contract.
(4) The company will not transfer the shares held in this placement through the special asset management plan of Sri new materials in any form during the sales restriction period.
(5) There is no transfer of improper interests between the company and the issuer or other interested parties. (6) The company obtained the shares allotted this time through the special asset management plan of Sri new materials, and the sales restriction period is 12 months from the date of the issuer’s initial public offering and listing. After the expiration of the sales restriction period, the reduction of the company’s shares shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction.
(7) Sri new materials special asset management plan participates in the strategic placement of this issuance, fully uses the share holders’ own funds and ensures that the source of funds complies with laws and regulations, unless otherwise specified by the China Securities Regulatory Commission.
(8) The company does not use the position of the manager of the special asset management plan of Sri new materials to affect the normal production and operation of the issuer, and does not seek the control of the issuer during the restricted sale period of the allocated shares.
(9) The company will open a special securities account for the special asset management plan of Sri new materials to deposit the allocated shares, and effectively isolate, manage and keep accounts with other securities managed by the company as the manager, rather than mix with other businesses. The above-mentioned special securities account can only be used to sell after the expiration of the sales restriction period or operate in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and does not buy stocks or other securities. Except for the listed company’s allotment of shares or conversion of share capital.
According to the implementation measures, underwriting guidelines and other laws and regulations, the client of Sri new materials special asset management plan issued commitment letters respectively, and the commitments are as follows:
(1) I am the actual holder of the placement shares, and I am not entrusted by other investors or entrusted by other investors to participate in the strategic placement through the asset management plan;
(2) The capital source of my participation in this strategic placement is self owned capital, which is in line with the investment direction of the capital;
(3) I will not transfer or entrust others to manage this part of the shares or repurchase this part of the shares by Sri new material within 12 months from the date of listing of Sri new material’s shares. If the lock-in period of shares is longer than this commitment as stipulated or required by laws, administrative regulations, departmental rules or China Securities Regulatory Commission and stock exchange, the lock-in period and restriction conditions of this part of shares held by me will be implemented automatically in accordance with these provisions and requirements. After the expiration of the lock up period of the shares I hold, I will strictly abide by the laws, regulations and the rules of Shanghai Stock Exchange when reducing my shares;
(4) There is no act of conveying improper interests between myself and Sri Xincai or other interested parties; (5) The issuer and the lead underwriter fail to promise themselves 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;
(6) The lead underwriter has not promised me the share of underwriting fees, introduced to participate in the strategic placement of other issuers, and returned the brokerage commission for the placement of new shares;
(7) In case of violation of the commitment in this letter, we are willing to bear the relevant responsibilities arising therefrom and accept the responsibility of
