Guohao law firm (Nanjing)
about
Changzhou Galaxy Century Microelectronics Co.Ltd(688689) issue convertible corporate bonds to unspecified objects
of
Legal opinion
Floor 7-8, block B, 309 Hanzhongmen street, Nanjing, Jiangsu 210036, China
7-8/F, Block B, 309 Hanzhongmen Street, Nanjing, China, 210036
Tel: + 86 25 8966 0900 Fax: + 86 25 89660966
Website: http://www.grandall.com..cn.
December 2021
catalogue
interpretation…… 2 section I Introduction five
1、 Introduction to law firm and handling lawyer five
2、 The main work process involved in issuing legal opinions six
3、 Matters that lawyers should declare 7 Section II text nine
1、 Approval and authorization of this offering nine
2、 The issuer’s subject qualification for this offering nine
3、 The substantive conditions of this offering eleven
4、 Establishment of the issuer fifteen
5、 Independence of the issuer sixteen
6、 Major shareholders of the issuer sixteen
7、 The issuer’s share capital and its evolution seventeen
8、 Issuer’s business eighteen
9、 Related party transactions and horizontal competition eighteen
10、 The principal property of the issuer twenty-five
11、 Significant creditor’s rights and debts of the issuer twenty-six
12、 Significant asset changes and mergers and acquisitions of the issuer twenty-seven
13、 Formulation and amendment of the issuer’s articles of Association twenty-eight
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors twenty-nine
15、 Changes in directors, supervisors, senior managers and core technicians of the issuer twenty-nine
16、 Issuer’s tax thirty
17、 The issuer’s environmental protection, product quality, technology and other standards thirty
18、 Application of funds raised by the issuer thirty-one
19、 The issuer’s business development objectives thirty-four
20、 Major litigation, arbitration or administrative punishment thirty-four
21、 Evaluation of the legal risk of the issuer’s prospectus thirty-five
22、 Other matters that the lawyer thinks need to be explained thirty-six
23、 Concluding observations 36 section III signature page thirty-seven
interpretation
In this legal opinion, unless the context otherwise requires, the following terms are interpreted as follows: issuer, company, joint stock company
Refers to Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
Galaxy Co., Ltd. refers to Changzhou Galaxy century Microelectronics Co., Ltd
This public offering of convertible corporate bonds by the issuer and this issuance on the Shanghai stock exchange means
Listing of scientific innovation board
Galaxy Electric means Changzhou Galaxy Electric Appliance Co., Ltd., a wholly-owned subsidiary of the issuer
Galaxy global refers to Taizhou Galaxy Global Semiconductor Co., Ltd., a wholly-owned subsidiary of Galaxy Electric
Yinweilong refers to Changzhou yinweilong Electronics Co., Ltd., which is a wholly-owned subsidiary of the issuer
Galaxy Xingyuan refers to Changzhou Galaxy Xingyuan Investment Co., Ltd., which is the controlling shareholder of the issuer
Star international means action star international limited, a shareholder of the issuer, established in the British Virgin Islands
Yinjiang investment refers to Changzhou Yinjiang Investment Management Center (limited partnership), which is the shareholder of the issuer
Yinguan investment refers to Changzhou yinguan Investment Management Center (limited partnership), which is the shareholder of the issuer
Shanghai Youyao refers to the former “Shanghai Youkang New Energy Technology Co., Ltd.” and was renamed “Shanghai Youyao Semiconductor Technology Co., Ltd.” in November 2021
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law means the securities law of the people’s Republic of China (revised in 2019)
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies (revised in 2020)
The measures for convertible bonds refer to the measures for the administration of convertible corporate bonds
The Interim Measures refer to the Interim Measures for the administration of the establishment and change filing of enterprises with foreign investment (which will expire on January 1, 2020)
The Interim Provisions of the Ministry of Commerce on Several Issues concerning the establishment of foreign invested joint stock limited companies refer to
Regulations (expires on January 1, 2020)
Several opinions refer to several opinions on issues related to foreign investment of listed companies (invalid on January 1, 2020)
The Compilation Rules No. 12 refers to the Compilation Rules No. 12 for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
The practice measures refer to the measures for the administration of law firms engaging in securities legal business
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
Articles of association means the Changzhou Galaxy Century Microelectronics Co.Ltd(688689) articles of association
The prospectus, the offering of convertible bonds, Changzhou Galaxy Century Microelectronics Co.Ltd(688689) issuing convertible bonds to unspecified objects
Prospectus for convertible bonds
Report of Guohao law firm (Nanjing) on the work of lawyers of Changzhou Yinhe century Microelectronics Co., Ltd
Lawyers’ work report on the issuance of convertible corporate bonds by limited companies to unspecified objects
The legal opinion of Guohao law firm (Nanjing) on Changzhou Yinhe century Microelectronics Co., Ltd
Legal opinion on the issuance of convertible corporate bonds by a limited company to unspecified objects
The audit report of the issuer for the last three years in 2017 issued by Lixin Certified Public Accountants (special general partnership) refers to the audit report from January 1 to June 30, 2020 (xksbz [2020] No. zf10836) and the audit report for 2020 (xksbz [2021] No. zf1045)
Sponsor, lead underwriter, CITIC
Refers to China Securities Co.Ltd(601066)
Construction investment securities
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Yinxin appraisal refers to Yinxin Asset Appraisal Co., Ltd
This office refers to Guohao law firm (Nanjing)
The lawyer and handling lawyer of this office refer to the lawyer signing this legal opinion
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
January September 2018, 2019, 2020 and 2021, of which the reporting period in 2021 refers to
The financial data from January to September were unaudited
Note: any discrepancy between the total number and the mantissa of the sum of the sub item values in this legal opinion is caused by rounding.
Guohao law firm (Nanjing)
About Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
To: Changzhou Galaxy Century Microelectronics Co.Ltd(688689)
According to the legal service entrustment agreement signed with Changzhou Galaxy Century Microelectronics Co.Ltd(688689) , Guohao law firm (Nanjing) appointed lawyer Li Wenjun and lawyer Bai Defan as special legal counsel for the issuer to issue convertible corporate bonds to unspecified objects.
In accordance with the securities law, the company law, the measures for the administration of registration and other laws and regulations, as well as the relevant provisions of the CSRC, in accordance with the requirements of the Compilation Rules No. 12, the practice measures and the practice rules, in accordance with the recognized business standards, moral norms and the spirit of diligence and diligence in the lawyer industry, and based on the facts and the law as the criterion, Issue this legal opinion.
Section I Introduction
1、 Introduction to law firms and handling lawyers
(i) Introduction to the Institute
Guohao law firm (Nanjing) is a partnership law firm approved by Jiangsu Provincial Department of justice in 2011. It holds the practice license of law firm (Unified Social Credit Code: 3132000058845316k) issued by Jiangsu Provincial Department of justice and is one of the members of Guohao law firm.
Founded in June 1998, Guohao law group firm is the first law group firm in China approved by the Ministry of justice of the people’s Republic of China. Its business scope includes: providing legal services for enterprise restructuring, domestic initial public offering and listing, allotment of shares, additional issuance and issuance of convertible bonds, corporate bonds and short-term financing bonds; Provide legal services for shell buying, backdoor listing, equity transfer and asset restructuring of listed companies and other companies; Provide legal services for the establishment, management and financing of trust companies and fund companies; Provide legal services for Chinese enterprises to issue shares for the first time, refinance, reverse acquisition and financing in overseas capital markets; Provide legal services for overseas capital direct investment and cross-border M & A; Provide legal services for the bankruptcy and liquidation of the company and relevant financial institutions; Provide legal services for international and Chinese syndicated loans and project financing; Provide legal services for credit risk control for enterprises; Provide legal services for various infrastructure construction projects; Provide legal services for real estate development, construction and sales projects; Serve as legal counsel for multinational corporations, enterprise groups, financial institutions and other large companies, providing routine and all-round legal services; Acting as an agent for all kinds of civil and commercial litigation and arbitration, especially corporate, financial, securities, intellectual property and so on. In March 2011, with the approval of the judicial administrative organ, Guohao law group firm was renamed Guohao law firm.
Guohao law firm is one of the largest cross regional partnership law firms in China, located in Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Chongqing, Suzhou, Changsha, Taiyuan, Wuhan, Guiyang, Urumqi, Zhengzhou, Shijiazhuang, Hefei, Hainan, Qingdao, Nanchang, Dalian Hong Kong, Paris, Madrid, Silicon Valley, Stockholm, New York and other places have branches.
（2） Brief introduction to the handling lawyer of the firm
The attorneys of this office are Li Wenjun and Bai Defan.
Li Wenjun, a partner of the firm, now holds the lawyer practice certificate of the people’s Republic of China with certificate No. 13201199611448849 issued by the Department of justice of Jiangsu Province; Office address: 7, block B, No. 309, Hanzhongmen street, Nanjing
Floor, office Tel.: (+ 86)
