Beijing Haiwen law firm
About Hubei Zhongyi Technology Co., Ltd
Initial public offering and listing on GEM
Special verification of strategic investors
Legal opinion
March, 2002
Haiwen & Partners Beijing Haiwen law firm
Address: 20th floor, fortune financial center, No. 5, Middle East Third Ring Road, Chaoyang District, Beijing (post code: 100020)
Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China
Tel: (+ 86 10) 85606888 Fax: (+ 86 10) 85606999 www.haiwen-law.com com.
Beijing Beijing Shanghai Shenzhen Hong Kong Chengdu Chengdu
Beijing Haiwen law firm
About Hubei Zhongyi Technology Co., Ltd
Initial public offering and listing on GEM
Special verification of strategic investors
Legal opinion
To: China International Capital Corporation Limited(601995)
Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) applies for initial public offering of A-Shares and listing on the growth enterprise market of Shenzhen Stock Exchange (hereinafter referred to as “the offering”), China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “the lead underwriter”) as the lead underwriter of the offering, Beijing Haiwen law firm (hereinafter referred to as “the firm” or “we”) is entrusted by the lead underwriter to issue a legal opinion (hereinafter referred to as “the legal opinion”) on whether the placement qualification of the investors participating in the strategic placement (hereinafter referred to as “the strategic investors”) meets the requirements of laws and regulations and other related matters.
In order to issue this legal opinion, the exchange has verified the necessary documents provided by the lead underwriter and the strategic investor in accordance with the requirements of the exchange, and has obtained the following guarantee from the lead underwriter and the strategic investor: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, valid and legal.
On the basis of reviewing the above documents, 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 securities issuance and underwriting, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”), and 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 “rules for the implementation of initial public offering”) and other relevant laws and regulations, the relevant requirements of the business rules of Shenzhen Stock Exchange (hereinafter referred to as “relevant applicable rules”) and the regulatory opinions of Shenzhen Stock Exchange have verified the matters related to the strategic placement and issued this legal opinion. In order to issue this legal opinion, we hereby make the following statement:
For the fact that the issuance of this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents or oral statements issued by the regulatory authority, the issuer, the lead underwriter, the strategic investor or other relevant institutions and the information disclosed by the relevant information publicity platform to issue corresponding opinions.
The exchange makes this legal opinion in accordance with the facts that have occurred or exist before the issuance date of this legal opinion, the relevant laws, administrative regulations and normative documents in force in China and the provisions of Shenzhen Stock Exchange. The exchange determines whether certain matters are legal and effective based on the applicable laws, administrative regulations and normative documents and the business rules of Shenzhen Stock Exchange when such matters occur, and also takes full account of the relevant approvals, confirmations and instructions given by the regulatory authorities, whether written or oral.
In accordance with the relevant laws, administrative regulations, normative documents and the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has conducted necessary verification and verification, and guaranteed that this legal opinion is free from false records, misleading statements and major omissions.
This legal opinion is only for the purpose of this strategic placement. In addition, this legal opinion shall not be used by any other person or for any other purpose without the written permission of the exchange.
Based on the above, the exchange makes the following legal opinions:
1、 Criteria for selection of strategic investors and placement
According to Article 32 of the detailed rules for the implementation of initial public offering, investors participating in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer; (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) if the follow-up investment is implemented in accordance with the provisions of these rules, the alternative investment subsidiary established by the recommendation institution according to law or the alternative investment subsidiary established by the securities company that actually controls the recommendation institution according to law (hereinafter referred to as the “relevant subsidiary of the recommendation institution”); (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 Article 39 of the detailed rules for the implementation of initial public offering, the follow-up investment system of relevant subsidiaries of the recommendation institution shall be tried out in case of any of the following circumstances: (1) unprofitable enterprises; (2) Enterprises with voting rights difference arrangement; (3) Red chip enterprises; (4) The issuing price (or the upper limit of the issuing price range) exceeds the median and weighted average of the offline investors’ quotation after excluding the highest quotation, and the lower of the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation (hereinafter referred to as the “four values”). If the issuer is one of the above-mentioned enterprises, the relevant subsidiaries of its recommendation institution shall participate in the strategic placement of this public offering and set a sales restriction period for the allocated securities. According to Article 15 of the special provisions, investors participating in the strategic placement shall subscribe for the number of securities they have promised to subscribe for according to the finally determined issue price, and actually hold the placement securities. Investors participating in the strategic placement shall use their own funds to subscribe, and shall not accept the entrustment of others or entrust others to participate in the placement, except for the securities investment fund established according to law and meeting the specific investment purpose.
In accordance with the special provisions, the detailed rules for the implementation of the initial public offering and the strategic placement plan for Hubei Zhongyi Technology Co., Ltd. to be listed on the gem (hereinafter referred to as the “strategic placement plan”) and other relevant materials provided by the lead underwriter, and verified by our lawyers, the selection criteria of the issuer and the lead underwriter for strategic investors are as follows:
(1) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business with the issuer;
(2) If the issuer’s issue price (or the upper limit of the issue price range) exceeds the lower of the four values, CICC wealth Securities Co., Ltd. will participate in the strategic placement as the relevant subsidiary of the sponsor;
(3) The senior managers and core employees of the issuer participated in the special asset management plan established by this strategic placement.
According to the strategic placement plan and other relevant materials provided by the lead underwriter and verified by our lawyers, there are four strategic investors participating in the strategic placement. The list and types of these strategic investors are shown in the table below:
order
No. name of strategic investor type of strategic investor
1. Ningbo Meishan free trade port area wending Investment Co., Ltd. is a large enterprise or its subordinate enterprise that has a strategic cooperative relationship with the issuer or a long-term corporate vision (hereinafter referred to as “wending investment”)
2. Jiangsu Yueda Automobile Group Co., Ltd. (a large enterprise or its subordinate enterprise with the vision of strategic cooperation with the issuer or long-term hereinafter referred to as “Yueda automobile”)
3. CICC wealth Securities Co., Ltd. (a subsidiary of the sponsor participating in the follow-up investment)
Hereinafter referred to as “CICC fortune”) (contingent)
Employees of Zhongjin Zhongyi technology No. 1 participate in Entrepreneurship
The senior managers and core employees of the issuer of the collective asset management plan for the strategic placement on the 4th board participated in the special asset management plan established by the strategic placement (hereinafter referred to as “Zhongjin Zhongyi technology No. 1”)
Asset management plan “)
(I) basic information of strategic investors
1. Ningbo Meishan bonded port area wending Investment Co., Ltd
(1) Basic information
According to the business license, articles of association and other materials of Wending investment and the confirmation of Wending investment, and through the lawyers of this office, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) The basic information of Wending investment is as follows:
Enterprise name: Ningbo Meishan bonded port area wending Investment Co., Ltd
Date of establishment: April 6, 2017
Unified social credit code 91330206ma28yrym3f
Legal representative: Wu Yingming
The registered capital is 190 million yuan
Registered address: h0939, zone a, Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province
Industrial investment, investment management, investment consulting. (without the approval of financial and other regulatory authorities, the business scope shall not be engaged in financial businesses such as deposit absorption, financing guarantee, customer financing, and capital collection (financing) from the public)
According to the verification of our lawyers, wending investment is a limited liability company established according to law, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
(2) Capital contribution structure and actual controller
According to the business license, articles of association and other materials of Wending investment and the confirmation of Wending investment, and through the lawyers of this office, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) Inquiry: as of the date of issuance of this legal opinion, Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as ” Contemporary Amperex Technology Co.Limited(300750) “) holds 100% equity of Shengding investment and is the sole shareholder and actual controller of Shengding investment. The equity structure of Wending investment is as follows:
Zeng Yuqun, Pei Zhenhua
100% 79.91%
Ningbo Meishan free trade port Ningbo United Group Co.Ltd(600051) innovation Xinneng equity ratio of other shareholders
Hong Kong Central Clearing Corporation Huang Shilin Ruiting Investment Co., Ltd. and Li Pingyuan investment management partnership are less than 5%
Industry (limited partnership)
7.16% 11.20% 24.54% 4.81% 6.78% 47.1%
Contemporary Amperex Technology Co.Limited(300750)
（ Contemporary Amperex Technology Co.Limited(300750) .SZ）
100%
Ningbo Meishan bonded port area wending Investment Co., Ltd
department
According to the prospectus of Contemporary Amperex Technology Co.Limited(300750) issuing shares to specific objects and listing on GEM announced by Contemporary Amperex Technology Co.Limited(300750) on January 17, 2022 and the notice on
