Beijing Deheng Law Firm
About the initial public offering of Shaanxi Laite photoelectric materials Co., Ltd. and its listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
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 Shaanxi Laite photoelectric material Co., Ltd
Initial public offering and listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
Deheng 01f2022012201 to: Citic Securities Company Limited(600030)
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) has accepted the entrustment of the sponsor and lead underwriter Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as its special legal adviser to lead the initial public offering of shares on the science and Innovation Board of Shaanxi Laite photoelectric materials Co., Ltd. (hereinafter referred to as “the issuer”), In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting, and the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “implementation measures”) Relevant provisions of laws, administrative regulations, rules and normative documents such as the guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – initial public offering of shares (hereinafter referred to as the “underwriting guidelines”), 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), We have strictly performed our statutory duties, followed the principles of diligence and good faith, and independently, objectively and impartially issued this legal opinion on the basis of full verification and verification of the relevant materials provided by the issuer and strategic investors, so as to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
In order to issue this legal opinion, we and our lawyers specially declare as follows:
1. This legal opinion is issued only on the basis of all original written materials, duplicate materials, scanned documents and testimony of relevant personnel provided by relevant parties to the exchange. The lawyers of the firm have been guaranteed by the relevant parties and have provided all the materials or testimony that the lawyers of the firm consider necessary to issue this legal opinion. Such materials or testimony are true, accurate and complete, and there are no false records, misleading statements and major omissions; Relevant copy materials or copies are consistent with the original; The signatures and seals in these documents are true and valid.
2. Our lawyers only express legal opinions on the relevant facts that have occurred or exist before the date of issuance of this legal opinion, and do not express any opinions on accounting, audit, asset evaluation, professional technology, commerce and other non legal professional matters. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by the relevant parties.
3. The facts, information and data involved in describing or quoting legal issues in this legal opinion are the valid facts and data limited by the foregoing provisions provided to our lawyers by the relevant parties as of the date of issuance of this legal opinion. Our lawyers do not investigate and certify the authenticity and accuracy of any factual statements and warranties contained in the documents. The exchange agrees to submit this legal opinion as a necessary legal document for the issuer’s initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “this offering”) together with other application documents. The exchange agrees that the lead underwriter shall quote the contents of this legal opinion, but the quotation shall not lead to legal ambiguity or misinterpretation.
This legal opinion is only for the purpose of this issuance and shall not be used for other purposes.
Based on the above, our lawyers, in accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, issue this legal opinion:
1、 Number of strategic investors and placements in this offering
According to the issuance and underwriting plan and after verification, the subscription agreement on the initial public offering and listing on the science and Innovation Board of Shaanxi Laite photoelectric materials Co., Ltd. signed by the issuer and strategic investors, The investors participating in the strategic placement of the issuer are Citic Securities Company Limited(600030) Investment Co., Ltd. (hereinafter referred to as “CSI investment”), a wholly-owned subsidiary of the sponsor Citic Securities Company Limited(600030) and the special asset management plan established by the senior management and core employees of the issuer. Among them, The names of the special asset management plans are respectively Citic Securities Company Limited(600030) Wright optoelectronics employees participating in the collective asset management plan for the strategic placement of Kechuang board (hereinafter referred to as “Wright optoelectronics No. 1 employee asset management plan”) and Citic Securities Company Limited(600030) Wright optoelectronics employees participating in the collective asset management plan for the strategic placement of Kechuang board No. 2 (hereinafter referred to as “Wright optoelectronics No. 2 employee asset management plan”), “Wright optoelectronics No. 1 employee information management plan” and “Wright optoelectronics No. 2 employee information management plan” are collectively referred to as “Wright optoelectronics employee salary management plan”), and their managers are Citic Securities Company Limited(600030) .
The issuer’s total share capital before issuance was 362193826 shares. This time, it plans to apply for issuing 40243759 RMB ordinary shares to the public. The total share capital after issuance is 402437585 shares, and the proportion of issued shares in the total number of shares of the company after issuance is 10.00%. All the shares issued this time are new shares, and there is no transfer of old shares.
According to the contents of the issuance and underwriting plan, the initial strategic placement of this issuance is Hefei Taihe Intelligent Technology Group Co.Ltd(603656) 2 shares, accounting for 15.00% of the number of shares issued this time. Among them, CSI investment plans to subscribe no more than 2012187 shares and no more than 5.00% of the number of shares issued this time; The total number of strategic placement involved in Wright optoelectronics asset management plan and Wright optoelectronics No. 2 asset management plan shall not exceed 10.00% of the scale of this public offering, i.e. 4024375 shares, and shall not exceed 123.22 million yuan (including new share placement brokerage commission).
The number of strategic investors shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares issued in this public offering. In line with the provisions of Article 17 of the implementation measures and Article 6 of the underwriting guidelines, the total number of shares placed by sponsors and investment subsidiaries shall not exceed 5% of the number of shares issued in this public offering, In line with the provisions of Article 19 of the implementation measures and Article 18 of the underwriting guidelines, the total number of shares allotted by the employee asset management plan of Wright optoelectronics No. 1 and the employee asset management plan of Wright optoelectronics No. 2 shall not exceed 10% of the number of shares issued this time, which is in line with the provisions of Article 20 of the implementation measures, The specific proportion and amount will be finally determined according to the underwriting guidelines after the issuance price is determined on T-2.
(I) CSI investment
1. Basic information
According to the business license issued by Qingdao Laoshan district market supervision and Administration Bureau on September 29, 2021, and through the inquiry of our lawyer in the national enterprise credit information publicity system, China securities investment was established on April 1, 2012. As of the date of issuance of this legal opinion, the basic information of China securities investment is as follows:
Company name Citic Securities Company Limited(600030) Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit code 91370212591286847j
Legal representative: Fang Hao
The registered capital is 140 million yuan
Business term: from April 1, 2012 to no fixed term
Address: room 2001, building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
Investment in financial products, securities investment and equity investment (the above scope needs to be approved by the business scope of China Securities Investment Fund)
Without the approval of the financial supervision department according to law, the registration of an industry association shall not engage in the absorption of deposits from the public
Financing guarantee, agent financing and other financial services). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Equity structure and investment quality of CSI
According to the current effective articles of association of CSI, CSI is a wholly-owned subsidiary of Citic Securities Company Limited(600030) and Citic Securities Company Limited(600030) holds 100% equity of CSI.
According to the announcement of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the Seventh Batch) announced by China Securities Association on January 17, 2018, CSI is an alternative investment subsidiary of Citic Securities Company Limited(600030) .
After verification of the current valid business license and articles of association of CSI, and through the inquiry of our lawyers on the national enterprise credit information publicity system, our lawyers believe that CSI is a legally established and effectively existing limited liability company, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
3. Controlling shareholder
Upon verification, CSI is a wholly-owned subsidiary established by the sponsor Citic Securities Company Limited(600030) and Citic Securities Company Limited(600030) holds 100% of its equity.
4. Qualification of strategic placement subject
According to the provisions on “strategic investor” in Chapter II of the underwriting guidelines, the strategic investor, as a relevant subsidiary of the sponsor participating in the follow-up investment, is qualified to participate in the strategic placement of the issuer, and meets the provisions of item (IV) of Article 8 of the underwriting guidelines.
5. Related relationship
Upon verification, CSI is a wholly-owned subsidiary of the sponsor Citic Securities Company Limited(600030) .
As of the date of issuance of this legal opinion, Citic Securities Company Limited(600030) has indirectly held shares of the issuer, as follows:
After verification, except for the above circumstances, there is no other related relationship between CSI investment and the issuer and the lead underwriter. CSI’s participation in this strategic placement is in accordance with Article 19 of the implementation measures, Articles 8 and 15 of the underwriting guidelines, and its independent decision-making results. It is not affected by the above-mentioned relationship, and there is no “6. Other direct or indirect transfer of interests” in Article 9 of the underwriting guidelines.
6. Sources of subscription funds participating in strategic placement
According to the latest annual audit report provided by CSI, the working capital of CSI is sufficient to cover the subscription capital of the subscription agreement signed between CSI and the issuer; Meanwhile, according to the commitment issued by CSI, the funds used by CSI to pay this strategic placement are its own funds.
7. Lock up period and relevant commitments
CSI promises to hold the shares allocated this time for 24 months from the date of the issuer’s initial public offering and listing. After the expiration of the restricted sale period, the reduction of the allocated shares by CSI shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction.
CSI promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and not to seek the control right of the issuer during the restricted sale period of the allocated shares.
(II) Wright photoelectric staff salary control plan
1. Resolutions of the board of directors
According to the resolution of the 11th meeting of the third board of directors made by the Issuer on January 6, 2022, the issuer deliberated and adopted the proposal on the strategic placement plan of the company’s senior managers and core employees participating in the company’s initial public offering and listing on the science and innovation board, Some senior managers and core employees of the issuer plan to set up ” Citic Securities Company Limited(600030) Wright optoelectronics employees to participate in the collective asset management plan for the strategic placement of Kechuang board” and ” Citic Securities Company Limited(600030) Wright optoelectronics employees to participate in the strategic placement of No. 2 collective asset management plan for the strategic placement of Kechuang board”, No more than 10.00% of the initial public offering of strategic assets under management.
2. Basic information of salary control plan of Wright photoelectric staff
(1) Wright optoelectronics No. 1 employee information management plan
Product Name: Citic Securities Company Limited(600030) Wright optoelectronics employees participate in the collective asset management plan of strategic placement of science and Technology Innovation Board
Date of establishment: February 10, 2022
Fund raising scale: 3.22 million yuan
Upper limit of subscription scale: 33.22 million yuan (including brokerage commission for placement of new shares)
Manager: Citic Securities Company Limited(600030)
Actual controlling entity: Citic Securities Company Limited(600030) , the actual controlling entity is not the senior management of the issuer
The name, position and share holding ratio of the share holder of Laite photoelectric No. 1 employee asset management plan are as follows:
Subscription amount asset management plan
order
Name job cap (10000 shares) employee category and unit number of employment contract
(yuan) proportion
Sun Zhanyi, deputy general manager of Shaanxi lightmax optoelectronics 1 520.00 15.65% senior managers
Materials Co., Ltd
2 xinhuiting CFO 200.00 6.02% senior management issuer
3 Dong Zhenhua, deputy general manager 160.00
