Shanghai jintiancheng law firm
About Fujian Tendering Co., Ltd
Legal opinions on verification matters of strategic investors in initial public offering and listing on GEM
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Fujian Tendering Co., Ltd
Verification matters of strategic investors in initial public offering and listing on GEM
Legal opinion
To: China Industrial Securities Co.Ltd(601377)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") is entrusted by China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) ", "sponsor" and "lead underwriter") to participate in the initial public offering of shares and listing on the gem of Fujian Tendering Co., Ltd. (hereinafter referred to as "the issuer", "tendering shares" and "the company") by strategic investors "This offering") and issue this legal opinion.
In accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), measures for the administration of securities issuance and underwriting, special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the "special provisions"), and detailed rules for the implementation of the Issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "special provisions")“ This legal opinion is issued in accordance with the provisions of the implementation rules, the code for underwriting initial public offerings under the registration system (hereinafter referred to as the "underwriting code") 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 In accordance with the provisions of 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) and the facts that have occurred or exist before the issuance date of this legal opinion, they have strictly performed their statutory duties, followed the principles of diligence and good faith, and And other laws, regulations and normative documents, so as to verify the strategic investors of this issuance, 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. Issuer Sponsor (the lead underwriter) and the strategic investors have guaranteed that the materials and documents provided to the lawyers of the firm are true, accurate and complete without any concealment, omission, falsehood or misleading; the materials and documents have not changed on the date of providing to the firm and the date of issuing the legal opinion. 4. They are important to the legal opinion and cannot be independently certified According to the supporting facts, our lawyers rely on the supporting documents, testimony, written statements or copies of 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 for any other purpose by anyone 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 sponsor (lead underwriter) and the strategic investor, and issued the following legal opinions:
1、 Basic information of strategic investors
According to the strategic placement plan of Fujian Provincial Tendering Co., Ltd. for initial public offering and listing on GEM (hereinafter referred to as the "strategic placement plan"), the strategic investors of this issuance are Sanming Investment Development Group Co., Ltd. (hereinafter referred to as "Sanming investment") and Fujian Port Group Co., Ltd. (hereinafter referred to as "port group") ）。
(i) Sanming investment
1. Subject information
According to the business license, articles of association and relevant registration materials provided by Sanming investment and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of Sanming investment is as follows:
Company name: Sanming Investment Development Group Co., Ltd
Address: 19th floor, ICBC building, building 1, helinxin village, Meilie District, Sanming City, Fujian Province
Legal representative: Li Fangzhou
Registered capital: 2 million yuan
Date of establishment: August 17, 1999
Business term August 17, 1999 to no fixed term
Investment and asset management; Equity investment management; Enterprise headquarters management; Impact on the financial industry
investment; Investment in publicly traded securities; Non Securities equity investment; For the mining industry
Business scope: manufacturing, agriculture, forestry, information transmission, software and information technology services, environmental protection
Industrial, urban public utilities, transportation, electric power, water conservancy, leasing and business services
investment.
The shareholder, the state owned assets supervision and Administration Commission of Sanming Municipal People's government, holds 100% equity
According to the business license, articles of association and letter of commitment provided by Sanming investment and verified by our lawyers, Sanming investment is a limited liability company established according to law, and there is no situation that it must be terminated according to relevant laws and regulations and the articles of association.
2. Controlling shareholder and actual controller
According to the business license, articles of association and other materials provided by Sanming investment and verified by our lawyers, as of the date of issuance of this legal opinion, the shareholder of Sanming investment is the state owned assets supervision and Administration Commission of Sanming Municipal People's Government (hereinafter referred to as "Sanming SASAC"), the shareholding ratio is 100%, and the actual controller is Sanming SASAC. 3. Strategic placement qualification
Sanming investment and Development Group Co., Ltd. is a state-owned enterprise group directly managed by Sanming SASAC. The predecessor of the company is Sanming state-owned assets investment and management company. It was restructured and renamed Sanming investment and development group in August 2019 with a registered capital of 2 billion yuan, gradually forming financial services, advanced manufacturing, urban public utilities, agriculture and forestry, information industry Six business patterns dominated by mineral resources industry. By the end of 2020, the group had total assets of 61.313 billion yuan, net assets of 25.577 billion yuan and more than 1600 employees. In 2020, the group's main credit rating reached AA +, which is the first state-owned enterprise with AA + credit rating in Sanming City.
The past cooperation history between Sanming investment and the issuer is as follows: (1) in August 2019, the issuer's subsidiary Fujian Jingwei surveying and Mapping Information Co., Ltd. and the wholly-owned subsidiary of Sanming investment established Sanming new infrastructure industry development Co., Ltd. (hereinafter referred to as "Sanming new infrastructure") ）, taking advantage of the issuer's technical advantages in the field of Surveying and mapping geographic information and information technology services, the issuer has undertaken the construction project of geographic information application system platform in Sanming cities and counties, and has carried out the construction of urban comprehensive information management platform, including urban underground pipe network information management platform Fujian tendering and Procurement Group Co., Ltd. (hereinafter referred to as "tendering group"), the controlling shareholder of smart parking lot Ping issuer, jointly launched "haisi-1" and "haisi-2" satellites with Xiamen University, Sanming investment and other units, laying a foundation for the future cooperation between the issuer and Sanming investment in the field of satellite data application. (3) In addition to cooperation in the form of establishing a joint venture, the two sides also have in-depth cooperation in bidding services, engineering supervision and other businesses. In 2019 and 2020, Sanming investment (including enterprises under the same control) were the top five customers of bidding shares, and the issuer provided them with a number of professional and technical services, including engineering supervision, test and testing, bidding services and so on.
Specific cooperation forms and contents between Sanming investment and the issuer in the future: according to the cooperation forms already carried out between the bidding shares and Sanming investment and the strategic cooperation agreement signed by both parties, the two parties mainly carry out cooperation in the form of establishing a joint venture and bidding shares to provide professional and technical services for Sanming investment and its subsidiaries. According to the strategic cooperation agreement: (1) the two sides will jointly invest in the construction of "remote sensing satellite data center" and "carbon monitoring and evaluation center", Sanming space-time big data cloud service platform, urban comprehensive management service platform and intelligent chemical park platform, so as to deepen cooperation in the field of geographic information application. (2) After forming a strategic cooperative relationship, the bidding shares will be able to provide higher quality services for Sanming Urban Construction and management in terms of investment consulting, project supervision, test and testing, bidding services, cost consulting, survey and design, etc. (3) Bidding shares will build Sanming regional business sub center and is building a bidding procurement service platform for state-owned enterprises in Sanming City.
Market position and advantages of Sanming investment in the future cooperation business of both parties: Sanming investment is an enterprise wholly controlled by Sanming SASAC. It has many subordinate industries, has extensive business cooperation opportunities with the issuer, and has obvious advantages in the future cooperation direction.
(1) Sanming investment is the main investment and construction subject of urban construction and road network construction in all cities and counties of Sanming. It is an irreplaceable partner for the issuer to deepen and penetrate Sanming market. It has a strong business agreement with the issuer in carrying out comprehensive urban management, urban infrastructure and road network construction. The issuer can provide Sanming investment with surveying and mapping geographic information services and bidding Services, engineering supervision, test and detection and other types of consulting services. Taking advantage of Sanming investment as the main body of Sanming City and road network construction, the issuer can further deepen and penetrate Sanming market.
(2) Sanming investment has good business cooperation with the issuer, and the basis of cooperation between the two sides is good. Sanming investment has obvious advantages in supporting the issuer's future business development. In the future, through strategic cooperation, it can deepen mutual trust, further deepen cooperation fields and continuously promote the development of the issuer's business.
Sanming investment is a high-quality leading enterprise in the industrial chain that has a practical strategic cooperative relationship with the issuer and can introduce important strategic resources, which is specifically reflected in:
(1) Sanming investment has established a relatively extensive business cooperation relationship with the issuer. The future business cooperation direction belongs to the deepening of the original cooperation, and the relevant strategic cooperation relationship is feasible. In the future, the issuer will deepen the cooperation with Sanming investment in the field of satellite information application, and the two sides will jointly invest in the construction of "remote sensing satellite data center" and "carbon monitoring and evaluation center" For the construction of Sanming space-time big data cloud service platform, urban comprehensive management service platform and sunshine procurement platform for state-owned enterprises in Sanming, the relevant cooperation has a considerable foundation and is practical and feasible.
(2) Sanming investment, as the main investment and construction subject in the urban construction of Sanming cities and counties and the construction of high-speed road network in Fujian Province, can bring a lot of business resources to the issuer and effectively promote the issuer to deepen and penetrate the Sanming market. As mentioned above, Sanming investment's subordinate enterprises are mainly engaged in urban public utilities and road network construction investment, which is the urban infrastructure of Sanming cities and counties And the main investment and construction subjects of expressways and urban roads. The issuer's choice to establish a strategic cooperative relationship with Sanming investment is conducive to the issuer's deep penetration of Sanming market. It is an important strategic measure for the issuer to base itself on and deeply cultivate Fujian. Therefore, Sanming investment can bring a lot of business resources to the issuer in Sanming market in the future, and has the characteristics of high-quality leading enterprises in the industrial chain that can introduce important strategic resources.
(3) Sanming investment is the construction subject and leader in the engineering construction industrial chain. It is a high-quality leading enterprise in urban infrastructure and road network construction.
① Sanming investment participates in and leads the construction of many urban infrastructure and high-speed road network. It has extremely rich business experience in the field of infrastructure and is a high-quality leading enterprise in urban infrastructure and road network construction. Sanming investment, as the only main body of public utility operation and management and transportation infrastructure investment and construction in Sanming City, represents Sanming municipal government in the investment and construction of relevant projects. According to statistics, the cumulative investment in infrastructure projects in Sanming City has exceeded 30 billion yuan, accounting for more than 10% of the annual investment in Fujian Province. Sanming investment has participated in and led the construction of important transportation infrastructure projects in Fujian Province, such as Quansan expressway, Yongwu expressway, Yongning expressway, Jiantai expressway, Zhangyong expressway, Meiyu expressway, Xiasha Expressway and Puyan expressway. The mileage of expressways involved in the construction exceeds 907 km, accounting for 15.12% of the mileage of expressways in Fujian Province, ranking in the forefront of the province.
Due to the excellent business ability of Sanming investment, its leading projects or subordinate enterprises won important awards in the industry such as "Zhan Tianyou Award for civil engineering" and Fujian science and technology progress award, were awarded "unit making outstanding contributions to China's transportation science and technology progress" by China Transportation Association and "transportation BIM Engineering Innovation Award" by China highway society, It is a high-quality leading enterprise in the field of infrastructure construction.
② Sanming area where Sanming investment is located is an old revolutionary area that the state requires to focus on supporting development. In the future, it will achieve rapid growth in the field of urban and transportation infrastructure construction, and further consolidate the high-quality leading position of Sanming investment in the field of urban infrastructure and road network construction.
On January 14, 2021, the State Council issued the opinions on supporting the revitalization and development of old revolutionary base areas in the new era, requiring to support Sanming and other cities to build high-quality development demonstration areas of old revolutionary base areas. Promote the construction of new infrastructure such as information network, accelerate the construction of smart city, and improve the digital, intelligent and accurate level of urban management and social governance. We will support the revitalization and development of old revolutionary base areas into major national regional strategies and relevant plans for economic zones, urban agglomerations and metropolitan areas, give prominence to them, strengthen the cooperation between old revolutionary base areas and central cities and urban agglomerations, and jointly explore cooperation mechanisms in ecology, transportation, industry, parks and other fields. At present, the supporting policies of various ministries and commissions are being issued one after another, providing broad development space for the development of Sanming.
According to Sanming City
