Beijing Deheng Law Firm
About Beijing Jingwei Hengrun Technology Co., Ltd. IPO and listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Beijing Jingwei Hengrun Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
Deheng 01f2028501 to: Citic Securities Company Limited(600030) , Huaxing Securities Co., Ltd
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) accepts the entrustment of the sponsor / lead underwriter Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) and the joint lead underwriter Huaxing Securities Co., Ltd. (hereinafter referred to as “Huaxing securities”), As the co lead underwriter, he is the special legal adviser who is in charge of the initial public offering project of Beijing Jingwei Hengrun Technology Co., Ltd. (hereinafter referred to as “the issuer” or “Jingwei Hengrun”) on the science and innovation board. In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China and the measures for the administration of securities issuance and underwriting 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”), 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 laws The relevant provisions of administrative regulations, rules and normative documents have strictly performed their statutory duties, followed the principles of diligence and good faith, and independently, objectively and impartially issued this legal opinion on the basis of full verification and verification of the relevant materials provided by the issuer and strategic investors, so as to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
In order to issue this legal opinion, we and our lawyers specially declare as follows:
1. This legal opinion is issued only on the basis of all original written materials, duplicate materials, scanned documents and testimony of relevant personnel provided by relevant parties to the exchange. The lawyers of the firm have been guaranteed by the relevant parties and have provided all the materials or testimony that the lawyers of the firm consider necessary to issue this legal opinion. Such materials or testimony are true, accurate and complete, and there are no false records, misleading statements and major omissions; Relevant copy materials or copies are consistent with the original; The signatures and seals in these documents are true and valid.
2. Our lawyers only express legal opinions on the relevant facts that have occurred or exist before the date of issuance of this legal opinion, and do not express any opinions on accounting, audit, asset evaluation, professional technology, commerce and other non legal professional matters. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by the relevant parties.
3. The facts, information and data involved in describing or quoting legal issues in this legal opinion are the valid facts and data limited by the foregoing provisions provided to our lawyers by the relevant parties as of the date of issuance of this legal opinion. Our lawyers do not investigate and certify the authenticity and accuracy of any factual statements and warranties contained in the documents. The exchange agrees to submit this legal opinion as a necessary legal document for the issuer’s initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “this offering”) together with other application documents. The exchange agrees that the joint lead underwriters shall quote the contents of this legal opinion, but the quotation shall not lead to legal ambiguity or misinterpretation.
This legal opinion is only for the purpose of this issuance and shall not be used for other purposes.
Based on the above, our lawyers, in accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, issue this legal opinion:
1、 Number of strategic investors and placements in this offering
(I) strategic placement scheme
According to the issuance and underwriting plan and the verification of the subscription agreement on the initial public offering and listing on the science and Innovation Board of Beijing Jingwei Hengrun Technology Co., Ltd. signed by the issuer and strategic investors, the investors who intend to participate in the strategic placement of the issuer are:
The name and type of the strategic placement object, the number limit of the proposed subscription amount (10000 yuan) and the upper limit (shares)
1 Citic Securities Company Limited(600030) Investment Co., Ltd. (a sponsor and a subsidiary of 20 Ping An Bank Co.Ltd(000001) 500000, hereinafter referred to as “CSI investment”)
Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the senior management and audit of the issuer
2. Kechuang board strategic placement No. 1 gathers capital and heart employees to participate in this strategic placement and sets up 17168001119949 property management plan (hereinafter referred to as “jingweili special asset management plan”)
Hengrun No.1 employee asset management plan “)
Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the senior management and audit of the issuer
3. Kechuang board strategic placement No. 2 gathers capital and heart employees to participate in the strategic placement and set up 1479500965147 property management plan (hereinafter referred to as “jingweili special asset management plan”)
Hengrun No.2 employee asset management plan “)
Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the senior management and audit of the issuer
4. The strategic placement No. 3 of Kechuang board gathers the capital staff to participate in the 799680521669 asset management plan for the strategic placement (hereinafter referred to as the “special asset management plan of jingweili”)
Hengrun No. 3 employee asset management plan “)
Citic Securities Company Limited(600030) Jingwei Hengrun employees participate in the senior management and audit of the issuer
5 Kechuang board strategic placement No. 4 gathers capital and heart employees to participate in this strategic placement and set up 602800393235 property management plan (hereinafter referred to as “jingweili special asset management plan”)
Hengrun No. 4 employee asset management plan “)
Nanfang Industrial Asset Management Co., Ltd. has a strategic relationship with the issuer’s business
6. Subordinate enterprises of 10 Shenzhen Quanxinhao Co.Ltd(000007) 50000 large enterprises with cooperative relationship or long-term cooperation vision of the company (hereinafter referred to as “Southern assets”)
Hefei Weihao Semiconductor Technology Co., Ltd. has a strategic relationship with the issuer
Division 7 (hereinafter referred to as “Hefei Weihao”) is a subordinate enterprise of 10 Shenzhen Quanxinhao Co.Ltd(000007) 50000 large enterprises with cooperative relationship or long-term cooperation vision
The total share capital of the issuer before the issuance is 90 million shares. This time, it is proposed to apply for the issuance of 30 million RMB ordinary shares to the public. The total share capital after the issuance is 120 million shares, accounting for 25.00% of the total shares of the company after the issuance.
All the shares issued this time are new shares, and there is no transfer of old shares.
According to the contents of the issuance and underwriting plan, the initial strategic placement of this issuance is 6 million shares, accounting for 20% of the number of shares issued this time. Among them, CSI investment plans to subscribe no more than 1.5 million shares and no more than 5.00% of the number of shares issued this time; Jingwei Hengrun No. 1 employee asset management plan, Jingwei Hengrun No. 1 employee asset management plan, Jingwei Hengrun No. 2 employee asset management plan, Jingwei Hengrun No. 3 employee asset management plan and Jingwei Hengrun No. 4 employee asset management plan (hereinafter collectively referred to as “Jingwei Hengrun employee salary management plan”) participate in the strategic placement, and the total number of shares to be subscribed shall not exceed 3 million shares, which shall not exceed 10.00% of the number of shares issued this time, At the same time, it shall not exceed 459878 million yuan (including the brokerage commission for the placement of new shares).
The number of strategic investors shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares in this public offering, which is in line with the provisions of Article 17 of the implementation measures and Article 6 of the underwriting guidelines. The total number of shares placed by recommendation institutions and investment subsidiaries shall not exceed 5% of the number of shares in this public offering, which is in line with the provisions of Article 19 of the implementation measures and Article 18 of the underwriting guidelines, The total number of shares allotted by Jingwei Hengrun staff salary management plan shall not exceed 10% of the number of shares in this public offering, which is in line with the provisions of Article 20 of the implementation measures. The specific proportion and amount will be finally determined according to the underwriting guidelines after the issuance price is determined on T-2.
(II) situation of strategic investors
1. CSI investment
(1) Basic information
According to the business license issued by Qingdao Laoshan district market supervision and Administration Bureau on September 29, 2021, and through the inquiry of our lawyer in the national enterprise credit information publicity system, China securities investment was established on April 1, 2012. As of the date of issuance of this legal opinion, the basic information of China securities investment is as follows:
Company name Citic Securities Company Limited(600030) Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit code 91370212591286847j
Legal representative: Fang Hao
The registered capital is 140 million yuan
Business term: from April 1, 2012 to no fixed term
Address: room 2001, building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
Investment in financial products, securities investment and equity investment (the above scope shall be registered with the China securities investment fund business scope Industry Association, and shall not engage in financial services such as deposit absorption, financing guarantee and customer financing from the public without the approval of the financial regulatory department according to law). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(2) Ownership structure and investment model of CSI investment
According to the current effective articles of association of CSI, CSI is a wholly-owned subsidiary of Citic Securities Company Limited(600030) and Citic Securities Company Limited(600030) holds 100% equity of CSI.
According to the announcement of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the Seventh Batch) announced by China Securities Association on January 17, 2018, CSI is an alternative investment subsidiary of Citic Securities Company Limited(600030) .
After verification of the current valid business license and articles of association of CSI, and through the inquiry of our lawyers on the national enterprise credit information publicity system, our lawyers believe that CSI is a legally established and effectively existing limited liability company, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
(3) Controlling shareholder
Upon verification, CSI is a wholly-owned subsidiary established by the sponsor Citic Securities Company Limited(600030) and Citic Securities Company Limited(600030) holds 100% of its equity.
(4) Qualification of strategic placement subject
According to the provisions on “strategic investor” in Chapter II of the underwriting guidelines, the strategic investor, as a relevant subsidiary of the sponsor participating in the follow-up investment, is qualified to participate in the strategic placement of the issuer, and meets the provisions of item (IV) of Article 8 of the underwriting guidelines.
(5) Association relationship
Upon verification, CSI is a wholly-owned subsidiary of the sponsor (lead underwriter) Citic Securities Company Limited(600030) . Before this issuance, CSI directly held 236833 shares of the issuer, accounting for 0.26% of the total share capital of the issuer before this issuance. Mr. Liu Yang, the issuer’s deputy general manager, served successively as the senior manager and vice president of the equipment manufacturing industry group of Citic Securities Company Limited(600030) investment banking management committee from July 2012 to July 2020, and has served as the issuer’s deputy general manager since July 2020 after Citic Securities Company Limited(600030) resignation in July 2020. In addition to the foregoing, CSI has no other related relationship with the issuer and the joint lead underwriter.
(6) Sources of subscription funds participating in strategic placement
After verification of the 2020 audit report and the latest financial statements provided by CSI, the working capital of CSI is sufficient to cover the subscription capital of the subscription agreement signed between CSI and the issuer; Meanwhile, according to the commitment issued by CSI, the funds used by CSI to pay this strategic placement are its own funds.
(7) Lock up period and related commitments
CSI promises to hold the shares allocated this time for 24 months from the date of the issuer’s initial public offering and listing. After the expiration of the restricted sale period, the reduction of the allocated shares by CSI shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction.
CSI promises not to use the shareholder status obtained from the allocated shares to affect the normal production and operation of the issuer
