Shanghai Guangfa law firm
About Ningbo Junpu Intelligent Manufacturing Co., Ltd
In the process of IPO and listing on the science and Innovation Board
Special legal opinions on matters related to strategic investors
To: Haitong Securities Company Limited(600837)
Shanghai Guangfa law firm (hereinafter referred to as "the firm") accepts the entrustment of Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) "), Served as the special legal adviser of Ningbo Junpu Intelligent Manufacturing Co., Ltd. (hereinafter referred to as "Junpu intelligent" or "the issuer") with Haitong Securities Company Limited(600837) as the lead underwriter in the process of initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "this offering"), and discussed the selection criteria of strategic investors for the placement of strategic investors in this offering The qualification of placing and the prohibited circumstances of placing have been verified, and now in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") Opinions on the implementation of the pilot registration system for the establishment of the science and innovation board in Shanghai Stock Exchange, measures for the administration of securities issuance and underwriting, measures for the administration of the registration of the initial public offering of the science and Innovation Board (for Trial Implementation), measures for the administration of the registration of the securities issuance of listed companies on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "administrative measures") 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"), the guidelines for the application of the rules for the issuance and underwriting of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (hereinafter referred to as the "underwriting guidelines") This legal opinion is issued in accordance with the provisions of relevant laws, regulations, normative documents and self regulatory requirements, such as the code for underwriting initial public offering under the registration system (hereinafter referred to as the "code for underwriting").
In accordance with the provisions of the securities law, 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) and 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, Full verification has been carried out to ensure that the facts identified in the legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
In the process of investigation for the issuance of this legal opinion, the lead underwriter guarantees to truthfully provide all the original written materials, copies and oral testimony deemed necessary by our lawyers for the issuance of this legal opinion, and ensure its authenticity, accuracy, integrity and effectiveness; Ensure that the seals and signatures on relevant documents are true, and the photocopies of relevant documents are consistent with their originals; We promise not to make false or misleading statements to our lawyers. If there are false, misleading statements or major omissions, we are willing to bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as a necessary legal document for this issuance, report it together with other materials, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of strategic investor placement verification of Junpu intelligent's issuance, and shall not be used for any other purpose.
In accordance with the legal and ethical requirements of the industry, the lawyer shall give due diligence in accordance with the following legal and ethical standards.
1、 Strategic placement scheme and selection criteria of strategic investors
(I) strategic placement scheme
According to the strategic placement plan of Ningbo Junpu Intelligent Manufacturing Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "placement plan") provided by the lead underwriter, the specific plan of the strategic placement of this offering is as follows:
1. Placing quantity
307070700 shares are proposed to be issued to the public, accounting for 25.00% of the total share capital of the company after issuance. All of them are new shares issued to the public, and the shareholders of the company will not offer shares to the public. In this offering, the number of shares issued by the initial strategic placement is 460606050 shares, accounting for 15% of the number of shares issued this time. The number of shares invested by the relevant subsidiaries of the sponsor does not exceed 5% of the shares issued this time, that is, 1535353500 shares. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.
2. Strategic placement object
The strategic placement object of this issuance must be one of the circumstances that meet the provisions of Article 8 of the underwriting guidelines: (1) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer;
(2) Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
(3) A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of shares and closed operation;
(4) Relevant subsidiaries of the sponsor participating in the follow-up investment;
(5) The senior managers and core employees of the issuer participated in the special asset management plan established by this strategic placement.
The issuer and the lead underwriter determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement and the actual needs, and in accordance with the provisions of relevant laws and regulations:
Serial number name institution type restricted period of allocated shares
Strategic cooperation relationship with the issuer in business operation
1 Ningbo Joyson Electronic Corp(600699) is a large enterprise or its 12-month subordinate enterprise with long-term cooperation vision
2. Relevant subsidiaries of the sponsor of Haitong innovation Securities Investment Co., Ltd. participating in follow-up investment for 24 months
Note: the restricted period is calculated from the date of listing of the shares issued this time.
The exchange believes that the placement of this offering to two strategic investors complies with the provisions of Article 6 of the underwriting guidelines that if the number of IPO shares is more than 100 million and less than 400 million, the number of strategic investors shall not exceed 20.
3. Placement scale
(1) Relevant subsidiaries of the sponsor
According to the requirements of the underwriting guidelines, Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as "Haitong venture capital") is expected to subscribe for 5% of the issuer's shares in this public offering (i.e. 1535353500 shares) according to the stock issuance price. The final follow-up investment ratio is determined according to the scale of the issuer's public offering: 1) if the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan; 2) If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment ratio is 4%, but not more than 60 million yuan;
3) If the issuance scale is more than 2 billion yuan and less than 5 billion yuan, the follow-up investment ratio is 3%, but not more than 100 million yuan;
4) If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan.
As the final subscription quantity of Haitong venture capital is related to the final issuance scale, Haitong Securities Company Limited(600837) has the right to adjust the final subscription quantity of Haitong venture capital after the issuance price is determined on March 9, 2022 (T-2).
(2) The list and committed subscription amount of other strategic investors to participate in this investment are as follows:
No. institution name institution type committed subscription amount
Ningbo Ningbo Joyson Electronic Corp(600699) Co., Ltd. has a strategic relationship with the issuer's business
1. 50 million yuan of limited company partnership or long-term cooperation vision
Large enterprises or their subordinate enterprises
Note: the "committed subscription amount" in the above table refers to the upper limit of subscription amount (including new share placement brokerage commission) agreed in the strategic investor share subscription agreement signed by the strategic investor and the issuer and the sponsor (lead underwriter).
The bourse believes that the strategic placement of this offering complies with the provisions of Article 17 of the implementation measures and Article 6 of the underwriting guidelines that there should be no more than 20 strategic investors in this offering, and the total amount of shares allocated to strategic investors shall not exceed 30% of the number of shares issued to the public; And the follow-up investment proportion of relevant subsidiaries of the recommendation institution complies with the provisions of Article 18 of the underwriting guidelines.
(II) selection criteria of strategic investors
1. Haitong venture capital
(1) Basic information
According to the business license, articles of association and other materials provided by Haitong venture capital and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of Haitong venture capital is as follows:
Haitong innovation Securities Investment Co., Ltd
Enterprise name unified social code 9131 North Huajin Chemical Industries Co.Ltd(000059) 4731424m company
Limited liability company (non natural person)
Type legal representative Shi Jianlong
Invested or controlled by legal person (sole proprietorship)
Registered capital: RMB 1.15 billion
Address: room 107n, building 2, No. 774, Changde Road, Jing'an District, Shanghai
Business term: from April 24, 2012 to non agreed term
Securities investment, financial product investment, equity investment. [items subject to approval according to law, business scope
Business activities can only be carried out with the approval of relevant departments]
There are no situations that should be terminated according to national laws, administrative regulations, normative documents and the articles of association, such as the expiration of the business term, the decision to dissolve, the revocation of the business license according to law due to violation of laws, regulations or other normative documents, the order to close down or be revoked, and the declaration of bankruptcy due to failure to pay off the due debts; As of the date of issuance of this legal opinion, Haitong Securities Company Limited(600837) holds 100% equity of Haitong venture capital. According to the announcement of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the first batch) published by China Securities Association on April 7, 2017, Haitong venture capital is an alternative investment subsidiary of Haitong Securities Company Limited(600837) . Prior to this offering, Haitong venture capital did not hold shares of the issuer or its controlling shareholders or important related parties.
The exchange believes that the subject qualification of Haitong venture capital is legal and effective.
(2) Shareholders and actual controllers
Our lawyers consulted the business license, articles of association and other materials of Haitong venture capital and through the website of the national enterprise credit information publicity system (www.gsxt. Gov.cn) After inquiry and confirmed by Haitong venture capital, Haitong Securities Company Limited(600837) holds 100% equity of Haitong venture capital and is the controlling shareholder and actual controller of Haitong venture capital.
(3) Strategic placement qualification
Haitong venture capital, as an alternative investment subsidiary of the recommendation institution (lead underwriter) Haitong Securities Company Limited(600837) is a "relevant subsidiary of the recommendation institution participating in follow-up investment" stipulated in Item (IV) of Article 8 of the underwriting guidelines, and is qualified to participate in the strategic placement of the issuer's initial public offering.
(4) Association relationship
After verification by our lawyers, Haitong venture capital is an alternative investment subsidiary of Haitong Securities Company Limited(600837) ; Haitong venture capital has no relationship with the issuer.
(5) Sources of subscription funds participating in strategic placement
According to the commitment of Haitong venture capital, the funds used by Haitong venture capital to pay this strategic placement are its own funds. After the lawyers of the firm have verified the audit report of Haitong venture capital in the latest year and the financial statements of the latest period, the working capital of Haitong venture capital is sufficient to cover the subscription capital of the strategic placement agreement signed between Haitong venture capital and the issuer.
(6) Strategic investor strategic placement agreement
According to the strategic placement agreement signed between the issuer and Haitong venture capital, the agreement stipulates the subscription amount, payment time and refund arrangement, locking period, confidentiality obligation, liability for breach of contract and other contents.
2. Ningbo Joyson Electronic Corp(600699) (hereinafter referred to as " Ningbo Joyson Electronic Corp(600699) ")
(1) Basic information
According to the business license, articles of association and other materials of Ningbo Joyson Electronic Corp(600699) and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of Ningbo Joyson Electronic Corp(600699) is as follows:
Enterprise name Ningbo Ningbo Joyson Electronic Corp(600699) Co., Ltd. unified social code / 9133020060543096x6 Company Registration No
Legal representative of type Co., Ltd. (listed): Wang Jianfeng
Registered capital: RMB 1368084624, stock code: Ningbo Joyson Electronic Corp(600699) SH
Address: No. 99, Qingyi Road, high tech Zone, Ningbo, Zhejiang
Business term: from August 7, 1992 to no fixed term
Electronic products, electronic components, automotive electronic devices (body electronic control system), integrated optical and electrical products, digital TV sets, digital video recorders, digital video recorders, digital sound playback equipment, auto parts, key auto parts (engine intake supercharger), exterior accessories within the business scope of automobiles, rubber and plastic metal products Design, manufacture and processing of automobile rearview mirror; Mold design, manufacturing and processing; Sell the self-produced products of the enterprise; Manufacturing project investment; Engage in the import and export business of goods and technologies (excluding goods or technologies whose import and export are prohibited or restricted by the state).
Upon verification by the lawyers of the firm, Ningbo Joyson Electronic Corp(600699) is a joint stock limited company legally established and validly existing in China, and there are no cases where the business term expires, the company decides to dissolve, the business license is revoked according to law due to violation of laws and regulations or other normative documents, the company is ordered to close down or be revoked, and the company is declared bankrupt due to failure to pay off due debts The normative documents and the articles of association stipulate that the company should be terminated.
The exchange believes that Ningbo Joyson Electronic Corp(600699) 's subject qualification is legal and effective.
(2) Shareholders and actual controllers
The lawyers of the firm consulted Ningbo Joyson Electronic Corp(600699) the business license, articles of association and other materials, and consulted the website of the national enterprise credit information publicity system (www.gsxt. Gov.cn) And tide
