Shanghai jintiancheng law firm
About Shandong Tianyue advanced technology Co., Ltd
Verification matters of strategic investors who make initial public offerings and are listed on the science and Innovation Board
Legal opinion
Address: 9, 11, 12 floor, Shanghai Center Tower, Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shandong Tianyue advanced technology Co., Ltd
Verification matters of strategic investors who make initial public offerings and are listed on the science and Innovation Board
Legal opinion
To: Guotai Junan Securities Co.Ltd(601211) , Haitong Securities Company Limited(600837)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) ") and Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) ", together with Guotai Junan Securities Co.Ltd(601211) , "joint sponsor" and "joint lead underwriter"), and appoints the lawyers of the firm as Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) As the co lead underwriter, Shandong Tianyue advanced technology Co., Ltd. (hereinafter referred to as the "issuer", "company" and "Tianyue advanced") organized and implemented the verification of the strategic investors involved in the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as the "Issuance").
According to the company law of the people's Republic of China Securities Law of the people's Republic of China (hereinafter referred to as the "Securities Law"), opinions on the implementation of establishing a science and innovation board and pilot registration system in Shanghai Stock Exchange, measures for the administration of securities issuance and underwriting, measures for the administration of the registration of initial public offering shares of science and Innovation Board (for Trial Implementation), and measures for the implementation of stock issuance and underwriting of science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "implementation measures"), 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"), and underwriting specifications for initial public offering of shares under the registration system In accordance with the relevant provisions of laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers checked the matters of strategic investors involved in this offering, And issued the legal opinion of Shanghai jintiancheng law firm on the verification of strategic investors of Shandong Tianyue advanced technology Co., Ltd. in its initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "legal opinion").
Section I statement
1、 The exchange and its lawyers shall, in accordance with the securities law In accordance with the provisions of laws, regulations and normative documents such as 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, they have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted necessary verification and verification.
2、 Based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents in force as of the date of issuance of this legal opinion, the exchange expresses legal opinions only on the selection criteria of strategic investors, placement qualification and other related matters, and does not express opinions on other matters. 3、 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 issued or provided by relevant government departments, issuers, lead underwriters, other relevant units or relevant persons as the basis for issuing legal opinions.
4、 This legal opinion only expresses legal opinions on legal issues in China related to this offering. The exchange and the handling lawyer are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and so on. When this legal opinion involves asset evaluation, accounting audit, investment decision-making and other contents, it is quoted in strict accordance with the professional documents issued by relevant intermediaries, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
5、 In order to issue this legal opinion, our lawyers have strictly performed their statutory duties, conducted necessary verification and verification on the relevant documents and materials submitted by Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) to the exchange, and listened to the statements and explanations of Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) relevant personnel on the relevant situation of strategic investors.
6、 This legal opinion is only for the use of the issuer and its lead underwriter for the purpose of this offering, and shall not be used for any other purpose by any other person without the written permission of the lawyers of the exchange.
Section II main body
1、 Basic information of this offering
According to the recommendation agreement between Shandong Tianyue advanced technology Co., Ltd. and Guotai Junan Securities Co.Ltd(601211) on public offering of shares and the recommendation agreement between Shandong Tianyue advanced technology Co., Ltd. and Haitong Securities Company Limited(600837) on initial public offering of shares and listing on the science and Innovation Board signed by the issuer and Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) The underwriting agreement between Shandong Tianyue advanced technology Co., Ltd. and Haitong Securities Company Limited(600837) and Guotai Junan Securities Co.Ltd(601211) on initial public offering and listing on the science and Innovation Board stipulates that the issuer shall employ Guotai Junan Securities Co.Ltd(601211) and Haitong Securities Company Limited(600837) as joint sponsors and joint lead underwriters for this offering. As of the date of issuance of this legal opinion, Guotai Junan Securities Co.Ltd(601211) , Haitong Securities Company Limited(600837) have held the business license and the license of the people's Republic of China for securities and futures business, and their sponsorship and underwriting qualifications are legal and valid.
As of the date of issuance of this legal opinion, the issuance has been reviewed and approved by the 65th review meeting of the science and Innovation Board Stock Listing Committee of Shanghai Stock Exchange in 2021, and the issuance registration procedures of China Securities Regulatory Commission have been fulfilled.
2、 Strategic investors involved in this offering
According to Guotai Junan Securities Co.Ltd(601211) The special verification report of Guotai Junan Securities Co.Ltd(601211) , Haitong Securities Company Limited(600837) on the strategic placement of initial public offering shares of Shandong Tianyue advanced technology Co., Ltd. (hereinafter referred to as the "verification report") issued by Haitong Securities Company Limited(600837) . The strategic investors of this issuance are Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as "Zhengyu investment") and Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as "Haitong innovation securities investment") "Haitong venture capital") Guotai Junan Securities Co.Ltd(601211) Junxiang Kechuang board Tianyue advanced No. 1 strategic placement collective asset management plan (hereinafter referred to as "Tianyue advanced asset management plan"), Saic Motor Corporation Limited(600104) (hereinafter referred to as " Saic Motor Corporation Limited(600104) "), Guangdong Guangqi No. 7 equity investment partnership (limited partnership) (hereinafter referred to as "Guangqi No. 7"), Guangdong Xiaopeng Automobile Technology Co., Ltd. (hereinafter referred to as "Guangdong Xiaopeng") ）、 Shanghai Guoxin Investment Development Co., Ltd. (hereinafter referred to as "Shanghai Guoxin"), Singapore Government Investment Co., Ltd. (hereinafter referred to as "GIC"), China Building Materials United Investment Co., Ltd. (hereinafter referred to as "China building materials investment") and Ningbo Meishan free trade port area wending Investment Co., Ltd. (hereinafter referred to as "wending investment") ）, the issuer and the aforementioned strategic investors have signed strategic placement agreements respectively.
(i) Zhengyu investment
According to the business license and articles of association of zyu investment, and through the inquiry of our lawyers in the national enterprise credit information publicity system, the basic information of zyu investment is as follows:
Name Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd
Unified social credit code 91310000ma1fl54t3m
Registered capital: 300 million yuan
Date of establishment: February 12, 2018
Address: room 1106, No. 3255, Zhoujiazui Road, Yangpu District, Shanghai
Business scope: equity investment, financial product investment. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
Shareholder Guotai Junan Securities Co.Ltd(601211)
（2） Haitong venture capital
According to the business license and articles of association of Haitong venture capital, and through the inquiry of our lawyers in the national enterprise credit information publicity system, the basic information of Haitong venture capital is as follows:
Name: Haitong innovation Securities Investment Co., Ltd
Unified social credit Code: 91310000594731424m
Registered capital: RMB 1.15 billion
Date of establishment: April 24, 2012
Address: room 107n, building 2, No. 774, Changde Road, Jing'an District, Shanghai
Business scope: securities investment, financial product investment, equity investment. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
Shareholder Haitong Securities Company Limited(600837)
（3） Tianyue advanced asset management plan
According to the Tianyue advanced asset management plan contract and filing documents provided by the issuer, and through the inquiry of our lawyers in the system of China Securities Investment Fund Association, the basic information of Tianyue advanced asset management plan is as follows:
Participation proportion of raised funds in subscription scale
Specific name: actual control over the establishment time and scale limit (including the upper limit of new share allocation (accounting for the selling brokerage commission of manager a's main body (10000 yuan))
(10000 yuan) mold proportion)
Guotai Junan Securities Co.Ltd(601211) Shanghai Guojun xiangkechuang Shanghai Guotai Junan board Tianyue xianjunan securities 2021.11 037497749710% securities Zijin No. 1 war asset management asset management strategy placement collection Co., Ltd. public asset management department
Management plan
Total 749710% -
A total of 21 people participated in Tianyue advanced asset management plan. The names, positions, payment amount, subscription proportion and employee types of the participants are as follows:
Sequence name company position actual contribution special asset management plan employee category number name amount (10000 yuan) holding proportion
1 Dou Wentao, head of level II 5006.6693% Core Staff Department of Tianyue advanced administration center
2. Du Jian, level II of Tianyue advanced production center, 5006.6693% of core employees
3 Liu Jiapeng, head of level II 5006.6693% Core Staff Department of Tianyue advanced R & D Center
4 pan Pengcheng level II of Tianyue advanced administration center 5006.6693% of the core staff
5 Sui Xiaoming Shanghai Tianyue production center is responsible for 5006.6693% of the core employees
6 Wang Fengling level II of Tianyue advanced production center 5006.6693% core staff
7 Wang Kunpeng, head of secondary 5006.6693% Core Staff Department of Shanghai Tianyue R & D Center
8 Wang Yan, head of the second level 5006.6693% Core Staff Department of Tianyue advanced administration center
Director, Gao 9 Zhong Wenqing, director of Shanghai Tianyue, cfo5006 6693% level manager
