Beijing Haiwen law firm
About wankai New Material Co., Ltd
Initial public offering and listing on GEM
Special verification of strategic investors
Legal opinion
March, 2002
Haiwen & Partners Beijing Haiwen law firm
Address: 20th floor, fortune financial center, No. 5, Middle East Third Ring Road, Chaoyang District, Beijing (post code: 100020)
Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China
Tel: (+ 86 10) 85606888 Fax: (+ 86 10) 85606999 www.haiwen-law.com com.
Beijing Beijing Shanghai Shenzhen Hong Kong Chengdu Chengdu
Beijing Haiwen law firm
About wankai New Material Co., Ltd
Initial public offering and listing on GEM
Special verification of strategic investors
Legal opinion
To: China International Capital Corporation Limited(601995)
Wankai new materials Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) applies for initial public offering of A-Shares and listing on the growth enterprise market of Shenzhen Stock Exchange (hereinafter referred to as “the offering”), China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “the lead underwriter”) as the lead underwriter of the offering, Beijing Haiwen law firm (hereinafter referred to as “the firm” or “we”) is entrusted by the lead underwriter to issue a legal opinion (hereinafter referred to as “the legal opinion”) on whether the placement qualification of the investors participating in the strategic placement (hereinafter referred to as “the strategic investors”) meets the requirements of laws and regulations and other related matters.
In order to issue this legal opinion, the exchange has verified the necessary documents provided by the lead underwriter and the strategic investor in accordance with the requirements of the exchange, and has obtained the following guarantee from the lead underwriter and the strategic investor: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, valid and legal.
On the basis of reviewing the above documents, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and underwriting, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), and the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”) Relevant laws and regulations such as the detailed rules for the implementation of the initial public offering and underwriting business of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as the “detailed rules for the implementation of initial public offering”) and the business rules of Shenzhen Stock Exchange (hereinafter collectively referred to as the “relevant applicable rules”) And the regulatory opinions of Shenzhen Stock Exchange have verified the matters related to the strategic placement and issued this legal opinion.
In order to issue this legal opinion, we hereby make the following statement:
For the fact that the issuance of this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents or oral statements issued by the regulatory authority, the issuer, the lead underwriter, the strategic investor or other relevant institutions and the information disclosed by the relevant information publicity platform to issue corresponding opinions.
The exchange makes this legal opinion in accordance with the facts that have occurred or exist before the issuance date of this legal opinion, the relevant laws, administrative regulations and normative documents in force in China and the provisions of Shenzhen Stock Exchange. The exchange determines whether certain matters are legal and effective based on the applicable laws, administrative regulations and normative documents and the business rules of Shenzhen Stock Exchange when such matters occur, and also takes full account of the relevant approvals, confirmations and instructions given by the regulatory authorities, whether written or oral.
In accordance with the relevant laws, administrative regulations, normative documents and the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has conducted necessary verification and verification, and guaranteed that this legal opinion is free from false records, misleading statements and major omissions.
This legal opinion is only for the purpose of this strategic placement. In addition, this legal opinion shall not be used by any other person or for any other purpose without the written permission of the exchange.
Based on the above, the exchange makes the following legal opinions:
1、 On the selection criteria and placement qualification of strategic investors in this offering
According to Article 32 of the detailed rules for the implementation of initial public offering, investors participating in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation; (IV) if the follow-up investment is implemented in accordance with the provisions of these rules, the alternative investment subsidiary established by the recommendation institution according to law or the alternative investment subsidiary established by the securities company that actually controls the recommendation institution according to law (hereinafter referred to as the “relevant subsidiary of the recommendation institution”); (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules. According to Article 39 of the rules for the implementation of initial public offering, the follow-up investment system of relevant subsidiaries of the recommendation institution shall be tried out in case of any of the following circumstances: (I) unprofitable enterprises; (II) enterprises with voting rights difference arrangement; (III) red chip enterprises; (IV) enterprises whose issuing price (or the upper limit of the issuing price range) exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation (hereinafter referred to as the “four values”). If the issuer is one of the above-mentioned enterprises, the relevant subsidiaries of its recommendation institution shall participate in the strategic placement of this public offering and set a sales restriction period for the allocated securities. According to Article 15 of the special provisions, investors participating in the strategic placement shall subscribe for the number of securities they have promised to subscribe for according to the finally determined issue price, and actually hold the placement securities. Investors participating in the strategic placement shall use their own funds to subscribe, and shall not accept the entrustment of others or entrust others to participate in the placement, except for the securities investment fund established according to law and meeting the specific investment purpose.
According to the special provisions, the detailed rules for the implementation of initial public offering and the strategic placement plan for wankai new materials Co., Ltd. to be listed on the gem (hereinafter referred to as the “strategic placement plan”) and other relevant materials provided by the lead underwriter, and verified by our lawyers, the selection criteria of the issuer and the lead underwriter for strategic investors are as follows:
(1) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business 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) If the issuer’s offering price (or the upper limit of the offering price range) exceeds the lower of the four values, CICC wealth Securities Co., Ltd. will participate in the strategic placement as the relevant subsidiary of the sponsor.
According to the strategic placement plan and other relevant materials provided by the lead underwriter and verified by our lawyers, there are five strategic investors participating in the strategic placement. The list and types of these strategic investors are shown in the table below:
order
No. name of strategic investor type of strategic investor
Shanghai Guosheng industry empowerment private investment fund is a large enterprise or its subordinate enterprise that has a strategic cooperative relationship or a long-term 1 partnership (limited partnership) (hereinafter referred to as the cooperation vision) with the issuer
“Guosheng enabling fund”)
2. Hongsheng Beverage Group Co., Ltd. (hereinafter referred to as “Hongsheng group”) is a large-scale enterprise or its subordinate enterprise with the vision of cooperation with the issuer
3 China Insurance Investment Fund (limited partnership) is a large insurance company with long-term investment intention or its subordinate enterprises (hereinafter referred to as “China Insurance Investment Fund”), national large investment fund or its subordinate enterprises
4 Guangzhou industrial control capital management Co., Ltd. (a large enterprise or its subordinate enterprise with the vision of strategic cooperation with the issuer or long-term hereinafter referred to as “industrial control capital”)
5. CICC wealth Securities Co., Ltd. (as the relevant subsidiary of the sponsor participating in the follow-up investment)
Hereinafter referred to as “CICC fortune”) (contingent)
(I) basic information of strategic investors 1 Shanghai Guosheng industry empowerment private investment fund partnership (limited partnership)
According to the business license, partnership agreement and other materials of Guosheng enabling fund and the confirmation of Guosheng enabling fund, and through the lawyers of this office, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) Through inquiry, the basic information of Guosheng enabling fund is as follows:
Company name: Shanghai Guosheng industry empowerment private investment fund partnership (limited partnership)
Date of establishment: May 26, 2021
Unified social credit code 91310000ma1h3t33h
Executive partner Shanghai Guosheng Capital Management Co., Ltd
The total subscribed capital contribution is 2539 million yuan
Registered address: room 835, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
General items: the business scope of engaging in equity investment, investment management, asset management and other activities with private funds (business activities can be carried out only after completing the registration with China Securities Investment Fund Industry Association) (except for the items that must be approved according to law, business activities can be carried out independently according to law with the business license).
After verification by our lawyers, Guosheng enabling fund is a limited partnership established according to law, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the provisions of the partnership agreement. In accordance with the securities investment fund law of the people’s Republic of China, the Interim Measures for the supervision and administration of private investment funds, the measures for the registration of private investment fund managers and fund filing (for Trial Implementation) and the requirements of China Securities Investment Fund Industry Association, the filing and registration procedures of private investment funds have been handled. The filing code is sqs794 and the filing date is June 9, 2021.
(2) Capital contribution structure and actual controller
According to the business license, partnership agreement and other materials of Guosheng enabling fund and the confirmation of Guosheng enabling fund, and through the lawyers of this office, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) Query: as of the date of issuance of this legal opinion: 1) from the perspective of contribution share, Shanghai Guosheng (Group) Co., Ltd. (hereinafter referred to as “Guosheng group”) directly holds 49.98% of the contribution share of Guosheng enabling fund, and indirectly holds 0.24% of the contribution share of Guosheng enabling fund through Shanghai Guosheng Capital Management Co., Ltd. (hereinafter referred to as “Guosheng capital”), It holds 50.22% of the capital contribution of Guosheng endowment fund in total, and is the largest share holder of Guosheng endowment fund; 2) From the perspective of control, Guosheng capital is the general partner and executive partner of Guosheng enabling fund, and Shanghai Shengpu enterprise management partnership (limited partnership) (hereinafter referred to as “Shanghai Shengpu”) is also the general partner of Guosheng enabling fund. It is the executive mandatory follow-up platform of Guosheng capital, the executive partner of Guosheng enabling fund, Failing to carry out the partnership affairs of Guosheng enabling fund; Guosheng group holds 30% equity of Guosheng capital, and Shanghai Shengpu, another shareholder of Guosheng capital, holds 28.59% equity of Guosheng capital; Shanghai Shengpu has signed the letter of commitment for concerted action, promising to keep consistent with Guosheng group in making decisions on matters related to Guosheng enabling fund; Therefore, Guosheng group actually controls Guosheng enabling fund. To sum up, Guosheng enabling fund is a subordinate enterprise of Guosheng group.
In addition, Guosheng group is a wholly-owned subsidiary of Shanghai state owned assets supervision and Administration Commission, and the actual controller of Guosheng enabling fund is Shanghai state owned assets supervision and Administration Commission. The contribution structure of Guosheng enabling fund is as follows:
Note 1: the shareholders of Anhui Science and Technology Industry Investment Co., Ltd. include: (I) Anhui credit financing guarantee Group Co., Ltd., holding 880193%, which is a wholly-owned subsidiary of Anhui Provincial People’s government; (II) Anhui Guoyuan Capital Co., Ltd. holds 119807% of the shares. The shareholder is a wholly-owned subsidiary of Anhui Guoyuan Financial Holding Group Co., Ltd. and Anhui Provincial People’s government holds 100% of the shares of Anhui Guoyuan Financial Holding Group Co., Ltd. because
In this regard, the people’s Government of Anhui Province is the actual controller of Anhui Science and Technology Industry Investment Co., Ltd.
Note 2: please refer to note 1 for the shareholders of Anhui Guoyuan Capital Co., Ltd. Anhui Provincial People’s government is the actual controller of Anhui Guoyuan Capital Co., Ltd.
Note 3: Shanghai Shengpu is the executive mandatory follow-up investment platform of Guosheng capital, and the capital contribution structure is as follows: (I) executive partner Zhou Daohong, accounting for 22.5%; (II) Liu Xin, accounting for 15.5%; (III) Wu Qinwei, accounting for 15.5%;
(IV) Li Weigang, accounting for 15.5%; (v) Lin Jing, accounting for 15.5%; (VI) Wang Jianhao, accounting for 1
