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Beijing Jingtian Gongcheng law firm
About Qingyan Environmental Technology Co., Ltd
Initial public offering of RMB common shares (A shares) and listing on GEM
Legal opinions on verification matters of strategic investors
To: China Securities Co.Ltd(601066)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of China Securities Co.Ltd(601066) (hereinafter referred to as “the company”, “lead underwriter” or ” China Securities Co.Ltd(601066) “), in accordance with the measures for the administration of securities issuance and underwriting (Order No. 144 of the CSRC), the measures for the administration of the registration of initial public offering of gem (Trial) (Order No. 167 of the CSRC) 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”), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules”) and other relevant laws Regulations and normative documents (hereinafter referred to as “relevant laws and regulations”), as well as the agreement signed between the company and the firm, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued to verify the selection criteria, placement qualification and the existence of prohibitions specified in Article 33 of the detailed rules for the strategic investors who intend to subscribe for the A-share shares (hereinafter referred to as “this placement” or “this strategic placement”) initially issued by Qingyan Environmental Technology Co., Ltd. (hereinafter referred to as “the issuer”) on the gem of Shenzhen Stock Exchange.
In order to issue this legal opinion, we hereby make the following commitments and statements:
1. This legal opinion is made by the exchange in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws and regulations of China;
2. In accordance with the securities law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and reviewed the information provided by the company and the issuer to the firm about the strategic investors participating in the placement, The selection criteria of strategic investors, the qualification of placement and whether there are prohibitions stipulated in Article 33 of the implementation rules have been fully verified. The exchange issues legal opinions based on the understanding of facts and relevant laws, and guarantees that there are no false records, misleading statements and major omissions in this legal opinion;
3. Before the issuance of this legal opinion, the company and the issuer provided the original written materials, copies, copies or oral testimony that the exchange considered necessary for the issuance of this legal opinion;
4. The exchange agrees to take this legal opinion as a necessary legal document for the issuer’s placement, report it together with other materials, and is willing to bear corresponding legal liabilities;
5. This legal opinion is only used by the company for the purpose of this placement and shall not be used for any other purpose. Based on the above, we issue the following legal opinions:
1、 Selection criteria and placement qualification of strategic investors
According to Article 32 of the implementation rules, investors who can participate in the issuer’s strategic placement mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer’s business; (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) the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company that actually controls the recommendation institution that implements follow-up investment in accordance with the provisions of the implementation rules; (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 the relevant materials provided by the lead underwriter, such as the strategic investor placement agreement of Qingyan Environmental Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “strategic placement agreement”), and the strategic placement plan of Qingyan Environmental Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “strategic placement plan”), The investors participating in the strategic placement of the issuer are:
Name and type of strategic placement object
number
China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement of collective assets
The senior management and key employees of the issuer participate in this 1 management plan (hereinafter referred to as ” China Securities Co.Ltd(601066) clean research environment 1″)
The special asset management plan established by the sub strategic placement (No. “strategic placement”)
China Securities Co.Ltd(601066) Qingyan environment No.2 strategic placement of collective assets
Senior managers and key employees of the issuer participate in this 2 management plan (hereinafter referred to as ” China Securities Co.Ltd(601066) clean research environment 2″)
The special asset management plan established by the sub strategic placement (No. “strategic placement”)
China Securities Co.Ltd(601066) Investment Co., Ltd. (hereinafter referred to as “CCDI”)
3. Investment (if follow-up investment) related subsidiaries of the sponsor
(I) basic information of strategic investors
1. China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement
(1) Basic information
According to the strategic placement plan, the asset management contract and Filing Certificate of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement, and through the lawyer of the exchange, the website of China Securities Investment Fund Association (www.amac. Org. CN.) China Securities Co.Ltd(601066) the basic information of strategic placement of Qingyan environment No. 1 is as follows:
Product name China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement collective asset management plan
Product Code: svj067
Name of manager China Securities Co.Ltd(601066)
Name of custodian Bank Of Hangzhou Co.Ltd(600926)
Filing date: March 23, 2022
Date of establishment: March 21, 2022
Due date: March 21, 2027
Investment type equity
The scale of raised funds is 17.86 million yuan
The upper limit of subscription scale is 17.858 million yuan
(2) Deliberation and personnel composition of the board of directors
Some senior managers and core employees of the issuer intend to participate in the issuance through China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement, which has been deliberated and adopted at the 14th meeting of the first board of directors of the issuer.
China Securities Co.Ltd(601066) the name of the share holder (principal) of the strategic placement of Qingyan environment No. 1, the position held in the issuer’s company, the amount of subscription to the asset management plan and the proportion of shares held in the asset management plan are as follows:
Serial number name position held in the issuer’s company subscription of asset management plan share of asset management plan amount (10000 yuan) (%)
1 Zhang Weizhao, sales director of marketing department 230.00 12.88
2 director of the second Institute of Shi xuchuan Research Institute 218.00 12.21
3 Zheng Xin, director and chief financial officer 208.00 11.65
4 Li Hua, director of equipment department 200.00 11.20
5 Dan Limin, deputy general manager and Secretary of the board of directors 150.00 8.40
6 Zhang Qidian supervisor and director of Technology Department 130.00 7.28
7 assistant general manager of Shi Hang 130.00 7.28
8 Li Yun, vice president of the Research Institute and director of the first institute 130.00 7.28
9. Sales manager of Jinfeng marketing department 130.00 7.28
10 ran Haibo, sales manager of marketing department 130.00 7.28
11 Wu Bingqi supervisor and general manager 130.00 7.28
Total 178600 100.00
Note 1: China Securities Co.Ltd(601066) the subscription scale of Qingyan environment No. 1 strategic placement does not exceed 17.858 million yuan. The difference between the upper limit of the subscription scale and the amount of the subscription asset management plan is the necessary expenses such as the management fee of the reserved manager and the custody fee of the custodian. This arrangement meets the requirements of relevant laws and regulations such as the guiding opinions on regulating the asset management business of financial institutions;
Note 2: the final number of subscribed shares will be confirmed after the issue price is determined.
(3) Actual dominant subject
According to the agreement of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement asset management contract, China Securities Co.Ltd(601066) as the manager, independently manages and uses the assets of the collective plan, exercises the rights of ownership registration and other rights arising from the investment process on behalf of the collective plan in the name of the manager, and exercises the rights arising from the investment of the assets of the asset management plan in accordance with relevant regulations and the asset management contract. Therefore, China Securities Co.Ltd(601066) is the actual dominant subject of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement.
(4) Strategic placement qualification
Upon verification, the share holders (principals) of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement are senior managers and core employees who have signed labor contracts with the issuer. The special asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association on March 23, 2022. The selection criteria of strategic investors in this offering comply with the provisions of item (V) of Article 32 of the detailed rules for the implementation of the people’s Republic of China.
(5) Sources of subscription funds participating in strategic placement
According to the commitment letter issued by the consignor of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement, the subscription funds used by the senior management and core employees of the issuer to participate in the strategic placement of this issuance are their own funds.
(6) Restricted period of allocated shares
According to the commitment letter issued by the strategic placement manager of China Securities Co.Ltd(601066) Qingyan environment No. 1, China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement is restricted to 12 months, which shall be calculated from the date of listing of the publicly issued shares in Shenzhen Stock Exchange.
2. China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement
(1) Basic information
According to the strategic placement plan, the asset management contract and Filing Certificate of China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement, and through the lawyer of the exchange, the website of China Securities Investment Fund Association (www.amac. Org. CN.) China Securities Co.Ltd(601066) the basic information of strategic placement of Qingyan environment No. 2 is as follows:
Product name China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement collective asset management plan
Product Code: svj068
Name of manager China Securities Co.Ltd(601066)
Name of custodian Bank Of Hangzhou Co.Ltd(600926)
Filing date: March 23, 2022
Date of establishment: March 21, 2022
Due date: March 21, 2027
Investment type equity
The scale of raised funds is 24.05 million yuan
The upper limit of subscription scale is 24.048 million yuan
(2) Deliberation and personnel composition of the board of directors
Some senior managers and core employees of the issuer intend to participate in the issuance through China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement, which has been deliberated and adopted at the 14th meeting of the first board of directors of the issuer China Securities Co.Ltd(601066) the name of the share holder (client) of the strategic placement of Qingyan environment No. 2, the position held in the issuer’s company, the amount of subscription to the asset management plan and the proportion of shares held in the asset management plan are as follows:
Serial number name position held in the issuer’s company subscription of asset management plan share of asset management plan amount (10000 yuan) (%)
1 Chairman and general manager Liu Shujie
