Beijing Weiming law firm
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on GEM
Beijing Weiming law firm
Lockage b-1213, 103 huizhongli, Chaoyang District, Beijing
Tel: 01064433855
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Verification matters of strategic investors in initial public offering and listing on GEM
Legal opinion
To: Minsheng Securities Co., Ltd
Beijing Weiming law firm (hereinafter referred to as “the firm”), as the special legal adviser of the witness project of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as “the issuer” and “the company”) for the initial public offering of shares and listing on the gem (hereinafter referred to as “the offering”), verified the strategic placement of strategic investors in the offering and issued this legal opinion.
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 the registration of initial public offerings on the gem (for Trial Implementation), the measures for the administration of securities issuance and underwriting, and the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”) In accordance with the provisions of the code for underwriting initial public offerings under the registration system (hereinafter referred to as the “underwriting code”), the implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (hereinafter referred to as the “implementation rules”) and other laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue this legal opinion.
In order to issue this legal opinion, we and our lawyers declare that:
1. In accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and in accordance with the implementation rules and other laws In accordance with the requirements of laws and regulations and normative documents, the strategic investors of this issuance shall be checked to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. In order to issue this legal opinion, our lawyers checked the matters related to the strategic investors involved in this issuance and consulted the documents that our lawyers considered necessary to issue this legal opinion.
3. The issuer, the lead underwriter and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the firm are true, accurate and complete, and there is no concealment, omission, falsehood or misleading; The materials and documents have not changed on the date of providing to the exchange and the date of issuing this legal opinion.
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony, written statements or documents issued or provided by relevant government departments, other units or individuals to issue legal opinions.
5. This legal opinion is only used by the issuer for the purpose of verifying the qualification of strategic investors in this offering, and shall not be used by anyone for any other purpose without the written permission of the exchange.
6. Our lawyers agree to take this legal opinion as one of the necessary documents for this issuance, record it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified the relevant documents and facts provided by the issuer, the lead underwriter and the strategic investor, and issued the following legal opinions:
1、 Basic information of strategic investors
(I) Minsheng securities Xinte electric strategic placement No. 1 collective asset management plan
1. Subject information
According to the asset management contract (hereinafter referred to as the “asset management contract”) and Filing Certificate of Minsheng securities Xinte electric strategic placement No. 1 collective asset management plan (hereinafter referred to as the “asset management plan”), and through the lawyers of this firm on the website of China Securities Investment Fund Association (www.amac. Org. CN.) The basic information of the asset management plan is as follows:
Product Name: Minsheng securities Xinte electric strategic placement No. 1 collective asset management plan
Product code svd676 manager name Minsheng Securities Co., Ltd. custodian name Citic Securities Company Limited(600030) filing date 202203-04 establishment date 202203-02 investment type equity
2. Actual dominant subject
According to the relevant provisions of the asset management contract, the exchange believes that Rensheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities”) is the actual controlling subject of the asset management plan. 3. Strategic placement qualification
The asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association on March 4, 2022, meets the provisions of item (V) of Article 32 of the implementation rules, and is qualified for this strategic placement. 4. Personnel composition
The name, position and proposed subscription amount of participants in the asset management plan are as follows:
Is the share of subscription amount held in the order issued
Name and position of Supervisor (10000 yuan) amount proportion
high
1 Chairman Tan Yong 950.00 18.81%
2. Director and general manager of Li Peng 170.00 3.37%
3. Director Wang Shujing and Deputy technical director 710.00 14.06% are
4 Zhao yunyun, director and sales director 670.00 13.27%
5 Shi Fengxiang supervisor and general manager of sales department 360.00 7.13% yes
6 directors and technical directors of zongbaofeng 290.00 5.74%
7 Duan Tingting, director and Secretary of the board of directors 620.00 12.28%
8 Xiao Wei’s financial director 270.00 5.35% yes
9 Zhang ahuan, chief technical engineer 420.00 8.32% no
10 Chen Peizhi, deputy technical director 420.00 8.32% no
11 Geng Chunjiang equipment development manager 170.00 3.37% no
Total 505000 100.00%-
After verification, the special asset management plan established by the senior management and core personnel of the issuer to participate in the strategic placement has been deliberated and approved at the 12th meeting of the Fourth Board of directors of the company; According to the verification of the prospectus of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. for initial public offering and listing on the gem, relevant labor contracts, social security certificates and descriptions of core employees by lawyers of the firm, the participants of the asset management plan are senior managers and core employees of the issuer, have signed labor contracts with the issuer or its wholly-owned subsidiaries, and the labor contracts exist legally, Core employees have relevant core information and hold core positions.
5. Sources of funds involved in strategic placement
According to the commitment letter issued by the manager of the asset management plan, the capital source of the asset management plan participating in this strategic placement is the client’s own capital.
(II) Minsheng Securities Investment Co., Ltd. (contingent)
1. Basic information
Unified social generation
Enterprise name Minsheng Securities Investment Co., Ltd. 9111 Shenzhen Zhenye(Group)Co.Ltd(000006) 9614203b code / registration number
Type: Feng Henian, legal representative of limited liability company
Registered capital: 400 million yuan establishment date: May 21, 2013
Residence of block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen
Block 670101a
The business term is from May 21, 2013 to long-term
Business scope project investment and investment management
Shareholder Minsheng Securities Co., Ltd
Key personnel: Feng Henian (Chairman)
2. Controlling shareholder and actual controller
After verification, Minsheng Securities Co., Ltd. holds 100% equity of Minsheng Securities Investment Co., Ltd. (hereinafter referred to as “Minsheng investment”) and is the controlling shareholder of Minsheng investment. People’s livelihood investment has no actual controller.
3. Strategic placement qualification
Minsheng investment is an alternative investment subsidiary of the issuer’s recommendation institution, which is qualified for strategic placement and complies with the relevant provisions on follow-up investment of relevant subsidiaries of recommendation institutions in Chapter IV of the implementation rules.
4. Association relationship
After verification, Minsheng Securities Co., Ltd., as the sponsor (lead underwriter) of this issuance, holds 100% equity of Minsheng investment, which is its wholly-owned subsidiary.
After verification, as of the date of this report, Minsheng investment did not hold the shares of the issuer.
5. Sources of subscription funds participating in strategic placement
According to the written commitment of Minsheng investment, it participates in the subscription with its own funds. After verification of the audit report of Minsheng investment in the latest fiscal year and the latest financial report, the working capital of Minsheng investment is sufficient to cover the subscription capital of Minsheng investment when the follow-up investment mechanism is triggered by this issuance.
2、 Strategic placement scheme, selection criteria of strategic investors and verification of placement qualification
(I) strategic placement scheme
1. Number of strategic placements
The number of shares to be publicly issued by the issuer this time is 61.92 million, accounting for 25.01% of the total share capital of the company after this public offering, all of which are new shares issued to the public, and the shareholders of the company will not offer shares to the public. The initial number of strategic placements in this offering was 9.288 million shares, accounting for 15% of the number of shares issued this time. The difference between the final number of strategic placements and the initial number of strategic placements was transferred back to offline issuance.
2. Strategic placement object
The strategic placement objects of this issuance are the asset management plan established by the issuer’s senior managers and core employees participating in this strategic placement and Minsheng Securities Investment Co., Ltd. (contingent), an alternative investment subsidiary legally established by the sponsor participating in the follow-up investment.
3. Participation scale
The initial strategic placement quantity of the asset management plan is 10% of the number of this public offering, i.e. 6192000 shares, and the subscription amount does not exceed 50.5 million yuan. The specific amount will be determined after the issuance price is determined; The initial strategic placement of Minsheng investment (contingent) is 3096000 shares, which is 5.00% of the number of shares issued this time.
A total of no more than 2 investors participated in this strategic placement, and the number of strategic placement shall not exceed 15% of the number of securities issued to the public, which is in line with the provisions of the special provisions and the detailed rules for the implementation that there shall be no more than 10 strategic investors, and the total amount of placement securities shall not exceed 20% of the number of securities issued to the public.
4. Placing conditions
The asset management plan and Minsheng investment have promised not to participate in the preliminary inquiry of this offering, and promised to subscribe for the promised amount of shares at the issue price determined by the issuer and the lead underwriter.
5. Sales restriction period
The asset management plan of people’s life securities promises that the restricted period of the shares allocated this time is 12 months, and the restricted period of the shares allocated by Minsheng investment this time is 24 months, which is calculated from the date of the issuer’s initial public offering and listing.
After the expiration of the sales restriction period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and Shenzhen Stock Exchange on share reduction.
(II) selection criteria and placement qualification verification opinions
According to the relevant provisions of Article 32 of the implementation rules, the investors participating in the strategic placement of the issuer mainly include: large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation; Where follow-up investment is implemented in accordance with the provisions of these rules, the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company actually controlling the recommendation institution (hereinafter referred to as the relevant subsidiary of the recommendation institution); hair
