Guohao law firm (Shanghai)
about
JieChuang Intelligent 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
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Website: http://www.grandall.com.cn.
March 2022
Guohao law firm (Shanghai)
About JieChuang Intelligent Technology Co., Ltd
Legal opinion on special verification of strategic investors in initial public offering and listing on 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”), Check and issue this legal opinion on the strategic placement (hereinafter referred to as “this placement”) of JieChuang Intelligent Technology Co., Ltd. (hereinafter referred to as “JieChuang intelligent” 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 reviewed 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) , JieChuang intelligence, and conducted necessary verification and verification on relevant issues Guotai Junan Securities Co.Ltd(601211) . JieChuang intelligence guarantees that all legal documents and materials (including but not limited to original written materials, duplicate materials or oral testimony) provided to our lawyers for issuing this legal opinion 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
This offering will arrange strategic placement of the asset management plan to the issuer’s senior managers and core employees. If the offering price exceeds the median and weighted average of offline investors’ quotations 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 fund”), the basic endowment insurance fund (hereinafter referred to as “pension fund”), and the social security fund managed by the social security fund investment manager (hereinafter referred to as “social security fund”) For 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, the relevant subsidiaries of the sponsor will participate in the strategic placement of this offering in accordance with the relevant provisions. This offering does not arrange strategic placement to other external investors.
Among them, the follow-up investment institution is Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”), a relevant subsidiary of the sponsor; The special asset management plan for senior managers and core employees of the issuer is the Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligence No. 1 strategic placement collective asset management plan (hereinafter referred to as “JieChuang intelligence No. 1 asset management plan”).
According to the strategic placement plan of JieChuang Intelligent Technology Co., Ltd. for initial public offering and listing on 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 of the issuer’s senior managers and core employees Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligence No. 1 strategic placement collective asset management plan (hereinafter referred to as “JieChuang intelligence No. 1 asset management plan”) and the relevant subsidiary of the sponsor Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”) (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 (the lower of the median quotation and weighted average).
The issuance does not arrange strategic placement to other external investors. The basic information of the strategic placement investors is as follows:
(I) JieChuang intelligent No. 1 asset management plan
1. Basic information
According to the asset management plan Filing Certificate and the management contract of Guotai Junan Securities Co.Ltd(601211) Junxiang gem JieChuang intelligent No. 1 strategic placement collective asset management plan (hereinafter referred to as the “asset management plan management contract”), and through the lawyers of the exchange, the publicity information on the website of China Securities Investment Fund Association, On October 11, 2021, JieChuang Intelligent Asset Management Plan No. 1 has obtained the Filing Certificate of China Securities Investment Fund Industry Association (Product Code: ssw971), the scale of the raised funds does not exceed RMB 63.37 million, the manager is Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd. (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) asset management” or “manager”), and the custodian is China Merchants Bank Co.Ltd(600036) Shanghai Branch.
According to the asset management plan management contract, the main rights of Guotai Junan Securities Co.Ltd(601211) asset management as the manager include: (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 dominant subject of JieChuang intelligent No. 1 asset management plan is the manager.
According to the proposal on the participation of employee salary management plan in the strategic placement scheme deliberated and adopted at the 8th meeting of the third board of directors of the issuer, the fund raised by JieChuang intelligent No. 1 asset management plan is no more than RMB 63.37 million (the final allocation amount will be determined according to the actual issuance price of this issuance). The names, positions and proportions of participants are as follows:
Serial number name title is the subscription amount and subscription proportion of the listed company
Senior management and key employees (10000 yuan) (%)
1 Chairman Sun Chao is 100000 15.78%
2. The director and general manager of Longfei is 120000 18.94%
3. The director of Zhu Yongjie is 500.00 7.89%
4 Xie Aixia director and legal affairs department 100000 15.78%
prison
5. Supervisor Wang Xu, 100.00% in the project, 1.58%
Heart director
6. The number of supervisors and technicians in Gan Liujun is 115.00 and 1.81%
Deputy director of Cardiology
7 Zhang Hai supervisor, 165.00 in R & D, 2.60%
Deputy director of Cardiology
Deputy general manager, finance
8. Director and director of Li Zhuo Ping affairs is 205.00 3.23%
Meeting secretary
9 ye Junqiang, deputy general manager, is 100.00 1.58%
10. The chief engineer of Jien technology is 167.00 2.64%
11 Qian Hongtao’s core staff is 205.00 3.23%
12 Cao Shengzhi’s core employees are 205.00 3.23%
13. Wang Xuhua’s core staff is 185.00 2.92%
14. The core staff of Chen Liang is 180.00 2.84%
15. The core staff of Miao Dongling is 175.00 2.76%
16 Xie Lijia’s core staff is 165.00 2.60%
17 Zheng Honglian’s core staff is 150.00 2.37%
18 Zhou Ming’s core employee is 115.00 1
