Beijing Jiarun law firm
About zhaoxun Media Advertising Co., Ltd
Initial public offering and listing on GEM
Legal opinion on special verification of strategic investors
To: Anxin Securities Co., Ltd
Beijing Jiarun law firm has accepted the entrustment of Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "lead underwriter") to verify the strategic investors involved in the initial public offering and listing on the gem of zhaoxun Media Advertising Co., Ltd. (hereinafter referred to as "zhaoxun media" or "issuer"), And issue this legal opinion.
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (revised in 2019) (hereinafter referred to as the "Securities Law") Special provisions on issuance and underwriting of initial public offerings on GEM (announcement [2021] No. 21 of China Securities Regulatory Commission) (hereinafter referred to as "special provisions on issuance and underwriting") The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of the issuance and underwriting business of the initial public offering of securities on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the "detailed rules for the implementation of the issuance and underwriting business") and the specifications for the underwriting of initial public offering of shares under the registration system (czxf [2021] No. 213), This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry.
Part I Introduction
In order to issue this legal opinion, we hereby make the following statement:
1、 Our lawyers only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China.
2、 Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legal facts, legal acts, legitimacy, authenticity and effectiveness of matters related to the issuance of strategic investors, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3、 Our lawyers only express legal opinions on the legitimacy of matters related to the issuance of strategic investors and legal issues with significant impact in accordance with the explicit requirements of laws, administrative regulations and relevant normative documents in force on the date of issuance of this legal opinion, rather than on accounting, audit, asset evaluation and other matters. The reference of our lawyers to some data and conclusions in relevant accounting statements, audit and asset evaluation reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the legality, authenticity and accuracy of such data and relevant conclusions. For such documents and their contents, Our lawyers do not have the appropriate qualifications to conduct verification and evaluation according to law.
4、 Our lawyers agree that Anxin securities may quote some or all of the contents of this legal opinion by itself or according to the review requirements of the competent authority, but the quotation shall not lead to legal ambiguity or misinterpretation. 5、 Our lawyers agree to take this legal opinion as a necessary legal document for this issuance and report it together with other materials, and are willing to bear corresponding legal liabilities for the legal opinions issued by our lawyers according to law. 6、 This legal opinion is only for the purpose of this issuance. No unit or individual may use this legal opinion or any part thereof for any other purpose unless prior written authorization is obtained from the lawyer of this firm. Based on the above statement, the lawyers of our firm, in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, express the following legal opinions:
The second part is the main body
1、 Basic information of strategic investors
According to the strategic placement plan of zhaoxun Media Advertising Co., Ltd. for initial public offering and listing on GEM (hereinafter referred to as the "strategic placement plan"), there are 2 investors participating in the strategic placement of this offering (if the relevant subsidiaries of the sponsor follow, the number of strategic investors is 3), They are SAIC Qizhen (Shanghai) Asset Management Co., Ltd. (hereinafter referred to as "SAIC Qizhen"), Anxin asset management zhaoxun media executives participating in the gem strategic placement collective asset management plan (hereinafter referred to as "asset management plan") and Anxin Securities Investment Co., Ltd. (relevant subsidiaries of the sponsor, hereinafter referred to as "Anxin investment").
(I) SAIC Qizhen
1. Basic information
According to SAIC Qizhen's business license, articles of association and other materials, and through the inquiry of the lawyers of this office about the national enterprise credit information publicity system and China Securities Investment Fund Industry Association, SAIC Qizhen's basic information is as follows:
Company name: SAIC Qizhen (Shanghai) Asset Management Co., Ltd
Type limited liability company
Unified social credit code 91310106ma1fyaxl77
Legal representative: Feng Jin'an
Registered capital: 50 million yuan
Address: room 27f01, No. 1111, Changshou Road, Jing'an District, Shanghai
Business term: February 11, 2018 to February 10, 2038
Business scope: investment management, asset management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Institution type: private securities investment fund manager
Upon verification by our lawyers, SAIC Qizhen is a limited liability company legally established and validly existing in China, and there is no need to terminate it in accordance with national laws, administrative regulations, normative documents and the articles of association
The situation. SAIC Qizhen went through the registration formalities of private fund manager on May 14, 2018, with the registration code of p1068136.
2. Ownership structure and actual controller
According to SAIC Qizhen's business license, articles of association and other materials, and through the lawyers of this office's inquiry of the national enterprise credit information publicity system, as of the issuance date of this legal opinion, SAIC Qizhen's equity structure is shown in the following figure: SAIC Qizhen Equity Investment Co., Ltd. holds 100% of SAIC Qizhen's equity and is the controlling shareholder of SAIC Qizhen. Shanghai state owned assets supervision and Administration Commission indirectly holds 71.24% equity of SAIC Qizhen through Shanghai Automotive Industry (Group) Corporation and Shanghai International Group Co., Ltd., and is the actual controller of SAIC Qizhen.
3. Relationship
After verification by our lawyers and confirmation by SAIC Qizhen, SAIC Qizhen has no relationship with the issuer and the lead underwriter Saic Motor Corporation Limited(600104) indirectly holds Luenmei Quantum Co.Ltd(600167) 1007838 shares of the controlling shareholder of the issuer, with a shareholding ratio of 0.04%; And indirectly holding 69982 bonds that can be exchanged for Luenmei Quantum Co.Ltd(600167) shares. Assuming that all the above bonds are converted into Luenmei Quantum Co.Ltd(600167) shares, it will hold 0.33% of Luenmei Quantum Co.Ltd(600167) equity in total.
In accordance with the company law, accounting standards for business enterprises and relevant business rules issued by the stock exchange, Saic Motor Corporation Limited(600104) does not constitute a related party of the issuer. SAIC Qizhen strategic investment issuer is a market-oriented behavior without conflict of interest.
4. Strategic placement qualification
SAIC Qizhen, founded on February 11, 2018, is a wholly-owned subsidiary of Saic Motor Corporation Limited(600104) (hereinafter referred to as " Saic Motor Corporation Limited(600104) ").
According to the strategic placement plan, SAIC Qizhen specializes in investment management and asset management, and is Saic Motor Corporation Limited(600104) an important strategic investment platform and asset management platform. SAIC Qizhen has a professional investment team, perfect risk control process, standardized approval standards and rich profit model. It has accumulated sufficient experience in asset management and is committed to realizing capital appreciation, strategic investment and optimal asset allocation. As of May 31, 2021, SAIC Qizhen has managed assets of more than 16 billion yuan.
During the reporting period, many automobile brands under Saic Motor Corporation Limited(600104) signed advertisement release contracts with the issuer, Saic Motor Corporation Limited(600104) was the second largest customer of the issuer in the automobile industry, accounting for 20.91% of the revenue of the automobile industry. SAIC Qizhen is an enterprise controlled by Saic Motor Corporation Limited(600104) and according to the memorandum of strategic cooperation signed between the issuer and SAIC Qizhen, the potential key areas of cooperation between the two sides are as follows:
SAIC Qizhen will coordinate Saic Motor Corporation Limited(600104) upstream and downstream industrial resources, and promote the docking and deepening cooperation with zhaoxun media in business cooperation, media resources and technical cooperation through the following aspects.
(1) Advantageous resources of the group
Saic Motor Corporation Limited(600104) is the largest state-owned enterprise in Shanghai and the largest vehicle enterprise in China. In August 2020, Saic Motor Corporation Limited(600104) was shortlisted in Fortune 500 for the 16th time, ranking 52nd. It has been listed in the top 100 list for seven consecutive years, ranking 7th among the global automobile enterprises on the list.
Saic Motor Corporation Limited(600104) has rich industrial resources in the automobile industry chain. In 2020, 5.6 million complete vehicles will be sold, of which 5.21 million will be sold in China, accounting for 21%; Export and overseas sales of 390000 vehicles, accounting for more than 1 / 3 of the national vehicle export, and has ranked first in China for five consecutive years; The sales volume of new energy vehicles is 320000, ranking first in China and third in the world.
Saic Motor Corporation Limited(600104) owns 8 complete vehicle enterprises including SAIC passenger car, SAIC Volkswagen, SAIC GM, SAIC GM Wuling, SAIC Maxus, SAIC Iveco Hongyan, SAIC Shenwo and Nanjing Iveco; It has Huayu Automotive Systems Company Limited(600741) , Shanghai Diesel Engine Co.Ltd(600841) , SAIC gearbox, United electronics, Jieneng, Jiexin and other highly competitive parts enterprises; It has many mobile travel service providers such as Anji logistics, chexiang technology, global chexiang and SAIC sales; Overseas, it has set up overseas platforms such as SAIC Zhengda, SAIC Indonesia, SAIC India, SAIC international, SAIC North America and SAIC Europe, and has four overseas production and R & D bases, two innovation centers, 10 marketing service centers and nearly 500 overseas marketing service outlets.
(2) Expand media resources
Since its establishment in 2007, zhaoxun media has focused on building the digital media network of railway passenger stations, and quickly completed the layout of national railway passenger stations. By signing high-speed railway lines such as Beijing Tianjin Intercity line, Beijing Shanghai line, Harbin Daqing line and Beijing Guangzhou line, zhaoxun media has gradually optimized the coverage stations from general stations to high-speed railway stations. At present, the media resources of zhaoxun media are mainly concentrated in the railway system. The Saic Motor Corporation Limited(600104) to be introduced this time has rich media resources in the field of road travel and has great potential for cooperation with the company's media business. SAIC Qizhen and Saic Motor Corporation Limited(600104) will give full play to their influence in the automotive industry and help zhaoxun media expand media resources outside the railway system.
Enjoy road travel is a service platform under Saic Motor Corporation Limited(600104) which focuses on high-end quality travel. At present, in Shanghai, Zhengzhou, Suzhou, Wuxi, Hangzhou, Ningbo, Shaoxing and other places, there are tens of thousands of quality online car hails of SAIC brand. SAIC Qizhen can coordinate and enjoy road travel, so as to expand media resources for zhaoxun media.
At the same time, Saic Motor Corporation Limited(600104) has a vast marketing network, covering 7000 4S stores and 500 overseas marketing outlets. SAIC Qizhen can coordinate resources and help zhaoxun media expand media resources in many physical marketing terminals.
(3) Strengthen business cooperation
At present, SAIC Volkswagen has become an important customer of zhaoxun media through business cooperation. Subsequently, SAIC Qizhen and Saic Motor Corporation Limited(600104) can coordinate SAIC GM, SAIC passenger car, SAIC GM Wuling, etc. to carry out all-round business cooperation with zhaoxun media, make full use of the media resource advantages of zhaoxun media, deepen SAIC's marketing strategy, expand SAIC's brand influence, and help zhaoxun media's performance growth at the same time. From 2022 to 2024 Saic Motor Corporation Limited(600104) plans to strengthen business cooperation with the issuer and expand the amount of advertising to 10 million yuan, 15 million yuan and 20 million yuan.
(4) Strengthening technical cooperation
Saic Motor Corporation Limited(600104) is welcoming the arrival of the era of intelligent vehicles. In the field of intelligence and networking, it has a wealth of technologies such as artificial intelligence, cloud computing, big data analysis and network security. Zhaoxun media is actively exploring the digitization and networking of marketing. In the future, the two sides will have broad cooperation space in the field of technology.
Therefore, SAIC Qizhen is a subordinate enterprise of a large enterprise with strategic cooperation relationship or long-term cooperation vision with the issuer. It meets the provisions of Article 32 of the detailed rules for the implementation of issuance and underwriting business and is qualified to participate in the strategic placement of this issuance.
5. Source of funds
According to the commitment letter issued by SAIC Qizhen, the capital sources of SAIC Qizhen's subscription for the strategic placement shares are all its own funds, which are in line with the investment direction of the funds, and there is no situation of being entrusted or entrusted by other investors to participate in the strategic placement. Upon verification of SAIC Qizhen's audit report and financial statements, SAIC Qizhen's current assets are sufficient to cover the committed subscription amount agreed in the strategic placement agreement signed between SAIC Qizhen and the issuer. 6. Sales restriction arrangement
After verification, SAIC Xinzhen has issued a commitment: "After obtaining the allotment, we will strictly abide by the relevant provisions of the restricted sale period. Among the allotted shares, 50% of the restricted sale period is 24 months from the date of zhaoxun media's public offering and listing, and the remaining 50% of the restricted sale period is 12 months from the date of zhaoxun media's public offering and listing. We will not transfer the shares held in this allotment in any form during the restricted sale period, but for securities lending and delivery Except for easy or refinancing business ".
7. Relevant commitments
SAIC Qizhen has issued the following commitments on participating in this strategic placement:
"I. The investor has the corresponding legal qualification of securities investment subject, is a large enterprise or its subordinate enterprise with strategic cooperation relationship or long-term cooperation vision with the issuer, and there is no situation in which investment in the securities market is prohibited or restricted by any laws, administrative regulations, provisions of the China Securities Regulatory Commission and trading rules;
2、 All certificates and materials provided are true, comprehensive, effective and legal, and the source of funds is legal;
3、 Using its own funds to participate in the strategic placement of zhaoxun media's initial public offering in accordance with relevant regulations, it is the actual holder of the shares of this strategic placement, and there is no situation of accepting the entrustment of other investors or entrusting other investors to participate in this strategic placement;
4、 We will subscribe for the IPO shares of zhaoxun media at the stock issue price in strict accordance with the strategic placement agreement signed between the company and zhaoxun media after the agreement takes effect;
5、 If it meets the qualification of strategic placement and obtains the after-sales distribution, it will strictly abide by the relevant provisions of the restricted sale period, of which 50% of the restricted sale period is from the public offering and listing of zhaoxun media
