Guohao law firm (Shanghai)
about
Shenzhen minglida Precision Technology Co., Ltd
Special verification of strategic investors in initial public offering and listing on GEM
Legal opinion
27th floor, Jiadi center, 968 Beijing West Road, Shanghai 200041
27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2162675187
Website: http://www.grandall.com.cn.
March 2022
Guohao law firm (Shanghai)
About Shenzhen minglida Precision Technology Co., Ltd
Legal opinions on the initial public offering of strategic stocks by investors and listing on the gem
To: Guotai Junan Securities Co.Ltd(601211)
Guohao law firm (Shanghai) (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) ", "sponsor" and "lead underwriter"), This legal opinion is issued after verifying the strategic placement (hereinafter referred to as "this placement") of Shenzhen minglida Precision Technology Co., Ltd. (hereinafter referred to as "minglida" and "the issuer") for the initial public offering of shares and listing on the gem (hereinafter referred to as "this issuance").
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance and underwriting (CSRC order [No. 144], hereinafter referred to as the "administrative measures"), and the measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167], hereinafter referred to as the "Registration Measures") Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the "special provisions") The detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the growth enterprise market of Shenzhen Stock Exchange (SZS [2021] No. 919, hereinafter referred to as the "detailed rules") and the code for underwriting initial public offerings under the registration system (zsxf [2021] No. 213, hereinafter referred to as the "underwriting code") and other relevant laws, regulations and normative documents, and in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, our lawyers have verified the selection criteria, placing qualification and placing prohibition of strategic investors related to the placement of strategic investors in the issuer's issuance, and issued this legal opinion.
Statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(I) in accordance with the securities law, the administrative measures, the registration measures, the special provisions, the implementation rules, the underwriting norms and other provisions and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification;
(II) our lawyers express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange;
(III) in order to issue this legal opinion, our lawyers examined the originals, copies or copies of documents and materials related to the issuance of this legal opinion provided by Guotai Junan Securities Co.Ltd(601211) , minglida, and conducted necessary verification and verification on relevant issues Guotai Junan Securities Co.Ltd(601211) . Minglida guarantees that all legal documents and materials (including but not limited to original written materials, duplicate materials or oral testimony, etc.) required for issuing this legal opinion provided to our lawyers are complete, true and effective, and all facts have been disclosed to our lawyers without any concealment, omission, falsehood or misleading, The copies or copies of the documents and materials provided by them are consistent with the original or the original, and the signatures and seals of such documents and materials are true, and the signatories of such documents are legally authorized and effectively sign the documents;
(IV) this legal opinion is only used by the issuer for the purpose of this placement and shall not be used for any other purpose.
Text
1、 Basic information of strategic investors
According to the strategic placement plan of Shenzhen minglida Precision Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the "strategic placement plan") and the placement agreement signed between the strategic placement investor and the issuer, The strategic placement investors to participate in this offering are the special asset management plan for senior managers and core employees of the issuer, Dongguan securities minglida gem employee stock ownership collective asset management plan (hereinafter referred to as "minglida asset management plan") and relevant subsidiaries of the sponsor (if the issue price exceeds the median and weighted average of offline investors' quotation after excluding the highest quotation, as well as the securities investment fund established by public offering after excluding the highest quotation (hereinafter referred to as "public offering fund"), basic endowment insurance fund (hereinafter referred to as "pension fund"), social security fund managed by the investment manager of Social Security Fund (hereinafter referred to as "social security fund") The enterprise annuity fund (hereinafter referred to as "enterprise annuity fund") established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as "insurance fund") in accordance with the Interim Measures for the administration of the use of insurance funds and other relevant provisions, whichever is lower) Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as "Zhengyu investment"). The basic information of strategic placement investors in this offering is as follows: (I) minglida asset management plan
1. Basic information
According to the asset management plan Filing Certificate and Dongguan securities minglida gem employee stock ownership collective asset management plan management contract (hereinafter referred to as the "asset management plan management contract"), and through the lawyer of the exchange's inquiry of the public information on the website of China Securities Investment Fund Industry Association, minglida asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association (Product Code: svd840) on March 8, 2022, The scale of the raised funds shall not exceed RMB 130 million. The manager is Dongguan Securities Co., Ltd. (hereinafter referred to as "Dongguan securities" or "manager") and the custodian is Bank Of Ningbo Co.Ltd(002142) .
According to the asset management plan management contract, Dongguan securities, as the manager, has the following main rights: (1) independently manage and use the assets of the asset management plan in accordance with the asset management plan management contract; (2) In accordance with the provisions of the asset management plan management contract, obtain the management expenses and performance remuneration (if any) of the manager in time and in full; (3) Exercise the rights arising from the property investment of the asset management plan in accordance with relevant regulations and the asset management plan management contract; (4) Supervise the custodian in accordance with the asset management plan management contract and other relevant provisions. If the custodian violates the asset management plan management contract or relevant laws and regulations and causes significant losses to the assets of the asset management plan and the interests of other parties, it shall take timely measures to stop it and report to the relevant dispatched offices of the CSRC and the China Securities Investment Fund Association; (5) Provide or entrust service institutions recognized by the CSRC and the China Securities Investment Fund Association to provide services such as raising, share registration, valuation and accounting, information technology system, etc. for the asset management plan, and conduct necessary supervision and inspection on their behavior; (6) Exercise ownership registration and other rights generated in the process of investment on behalf of the asset management plan in the name of the manager; (7) When the asset management plan is damaged, the legal responsibility shall be investigated to the relevant responsible person; (8) If the manager finds that the asset source or identity information of the client is suspicious, it may not sign the asset management plan management contract or terminate the asset management plan management contract with it; (9) Other rights stipulated by laws and regulations, China Securities Regulatory Commission, China Securities Investment Fund Association and the asset management plan management contract. The actual controlling subject of minglida asset management plan is the manager.
According to the resolution of the 19th meeting of the first board of directors of the issuer and the asset plan management contract and other documents, the fund raised by minglida asset management plan is no more than RMB 130 million (the final allocation amount will be determined according to the actual issuance price of this issuance), and the names, positions and proportion of participants are as follows:
Serial number name Title whether it is a listed company's special plan share proportion of senior managers and core employees (10000 yuan)
1 the chairman and general manager of Tao Cheng is 650050.00
Zhang Xianming, director and deputy general manager, is 292522.50
3. Yang Decheng's director, chief financial officer and director are 195015.00
Board Secretary
Four securities affairs representatives issued later are 162512.50
Total 13 Tcl Technology Group Corporation(000100) .00
Note 1: 100% of the funds raised by minglida asset management plan can be used to participate in this strategic placement, that is, to pay the price of this strategic placement.
Note 2: the final number of subscribed shares will be confirmed after the issue price is determined.
According to the list of senior managers and employment documents provided by the issuer, the list and identification basis of core employees, labor contracts and other materials, and verified by our lawyers, the share holders of minglida asset management plan are senior managers or core employees of the issuer, which comply with relevant regulations.
In conclusion, our lawyers believe that minglida's asset management plan has been legally filed and complies with the relevant provisions of the CSRC on asset management plan. The persons participating in the strategic placement of this offering are the senior managers or core employees of the issuer. The relevant senior managers and core employees have established a minglida asset management plan to participate in the strategic placement of this offering, which has been deliberated and approved by the board of directors of the issuer; Minglida asset management plan was established according to law and legally filed, which complies with the relevant provisions of the CSRC on asset management plan; Dongguan securities can independently manage and use the assets of the asset management plan, exercise the rights arising from the investment of the asset management plan, and exercise the corresponding rights against the client and custodian. It is the actual dominant subject of minglida asset management plan. The strategic investors in this placement comply with the administrative measures, detailed rules for implementation, special provisions and other relevant provisions.
2. Association relationship
According to the business license and articles of association provided by the issuer and the manager, the relevant filing certificate and commitment letter provided by the manager, and the commitment letter issued by the issuer, which have been verified by the lawyers of the exchange, as of the date of issuance of this legal opinion, the share holders of minglida asset management plan are senior managers or core employees of the issuer, In addition, the manager and share holders of minglida asset management plan have no other related relationship with the issuer and the lead underwriter.
(II) securities margin investment
1. Basic information
According to the business license provided by the company and the publicity information of the national enterprise credit information publicity system queried by our lawyers, the basic information of Zhengyu investment is as follows:
Company name Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd
Unified social credit code 91310000ma1fl54t3m
Legal representative: Wen Zhi
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: February 12, 2018
Business term: February 12, 2018 to no fixed term
Address: room 1106, No. 3255, Zhoujiazui Road, Yangpu District, Shanghai
Registered capital: RMB 300 million
Business scope: equity investment, financial product investment. [projects subject to approval according to law shall be approved by relevant departments
Business activities can be carried out only with the approval of relevant departments]
Shareholder Guotai Junan Securities Co.Ltd(601211)
Key personnel: Wen Zhi
According to the articles of association of Zhengyu investment and verified by our lawyers, as of the date of issuance of this legal opinion, the subscribed amount and contribution proportion of Zhengyu investment are as follows:
Subscribed amount
Name contribution proportion contribution method contribution time
