Beijing Jiarun law firm
About Xiamen Jiarong Technology Co., Ltd
Special verification of strategic investors with initial public offering and listing on GEM
Legal opinion
To: Anxin Securities Co., Ltd
Beijing Jiarun law firm has accepted the entrustment of Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “lead underwriter”) to verify the strategic investors involved in the initial public offering of shares by Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as “Jiarong technology” or “issuer”) and listing on the gem (hereinafter referred to as “this offering”), and issue this legal opinion.
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (revised in 2019) (hereinafter referred to as the “Securities Law”), and the special provisions on the issuance and underwriting of initial public offerings of gem (announcement [2021] No. 21 of China Securities Regulatory Commission) (hereinafter referred to as the “special provisions on issuance and underwriting”) The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of the issuance and underwriting business of the initial public offering of securities on the growth enterprise market of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules for the implementation of the issuance and underwriting business”) and the code for the underwriting of initial public offering of shares under the registration system (czxf [2021] No. 213) shall be in accordance with the business standards recognized by the Chinese lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
Part I Introduction
This legal opinion is hereby issued by the lawyer:
1、 Our lawyers only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion and the current laws, regulations and normative documents in China.
2、 Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legal facts, legal acts, legitimacy, authenticity and effectiveness of matters related to the issuance of strategic investors, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3、 Our lawyers only express legal opinions on the legitimacy of matters related to the issuance of strategic investors and legal issues with significant impact in accordance with the explicit requirements of laws, administrative regulations and relevant normative documents in force on the date of issuance of this legal opinion, rather than on accounting, audit, asset evaluation and other matters. The reference of our lawyers to some data and conclusions in relevant accounting statements, audit and asset evaluation reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the legality, authenticity and accuracy of such data and relevant conclusions. Our lawyers do not have the appropriate qualification to verify and evaluate such documents and their contents according to law.
4、 Our lawyers agree that Anxin securities may quote some or all of the contents of this legal opinion by itself or according to the review requirements of the competent authority, but the quotation shall not lead to legal ambiguity or misinterpretation. 5、 Our lawyers agree to take this legal opinion as a necessary legal document for this issuance and report it together with other materials, and are willing to bear corresponding legal liabilities for the legal opinions issued by our lawyers according to law. 6、 This legal opinion is only for the purpose of this issuance. No unit or individual may use this legal opinion or any part thereof for any other purpose unless prior written authorization is obtained from the lawyer of this firm. Based on the above statement, the lawyers of our firm, in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, express the following legal opinions:
The second part is the main body
1、 Basic information of strategic investors
According to the strategic placement plan of Xiamen Jiarong Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “strategic placement plan”), there are 2 investors participating in the strategic placement of this offering (if the relevant subsidiaries of the sponsor follow, the number of strategic investors is 3), They are military civilian integrated development industry investment fund (limited partnership) (hereinafter referred to as “development industry investment fund”), Anxin asset management Jiarong technical executives participating in the gem strategic placement collective asset management plan (hereinafter referred to as “asset management plan”), and Anxin Securities Investment Co., Ltd. (relevant subsidiaries of the sponsor, hereinafter referred to as “Anxin investment”). (I) development of industrial investment fund
1. Basic information
According to the business license, partnership agreement and other relevant materials of the development industry investment fund, and after the lawyers of the firm consulted the national enterprise credit information publicity system and China Securities Investment Fund Association, the basic information of the development industry investment fund as of the date of issuance of this legal opinion is as follows:
Enterprise name: military civilian integrated development industry investment fund (limited partnership)
Type: limited partnership
Address: room u188, No. 2800, Wanyuan Road, Minhang District, Shanghai
Unified society
91310000MA1FL57H4G
Credit Code
Executive partner: SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd
Fund manager: SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd
The registered capital is 9065 million yuan
Date of establishment: March 21, 2018
Business term: March 21, 2018 to March 20, 2028
Equity investment, venture capital, investment management, investment consulting. [required by law
Nature of Business
Approved projects can only be operated after being approved by relevant departments]
According to the verification of our lawyers, the development industry investment fund is a limited partnership established and effectively existing in China according to law, and there is no situation that it should be terminated in accordance with national laws, administrative regulations, normative documents and the provisions of the partnership agreement. The development industry investment fund has gone through the filing of Private Equity Fund (filing No.: sgc148) on April 17, 2019. The fund manager is SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd. (Registration No.: p1069374, hereinafter referred to as “CHUANGHE investment”) and the custodian is Shanghai Pudong Development Bank Co.Ltd(600000) .
2. Capital contribution structure and actual controller
According to the business license, partnership agreement and other materials of the development industry investment fund, and the lawyer of the firm inquired the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the capital contribution structure of the development industry investment fund is shown in the figure below:
Name / partner type subscribed capital contribution proportion (10000 yuan)
Limited partner of China Development and Investment Group Co., Ltd. 25 Ping An Bank Co.Ltd(000001) 27.58%
Limited partner of Shanghai Guosheng (Group) Co., Ltd. 24000041 26.48%
16.55% (limited partnership) of limited partner of Hubei Yangtze River economic belt industry guidance fund partnership 15 Shenzhen Nanshan Power Co.Ltd(000037)
6000033 6.62% of the limited partners in Shanghai Minhang District Innovation and venture capital guidance fund management (Shanghai Minhang District Financial Service Center)
Tianjin Port Co.Ltd(600717) (Group) limited partner 4999982 5.52%
Limited partner of Jilin Equity Fund Investment Co., Ltd. 4999982 5.52%
Zhuhai Development Investment Fund (limited partnership) limited partner 4999982 5.52%
Shaanxi provincial government investment guidance fund partnership (limited partners 2 Shenzhen Properties & Resources Development (Group) Ltd(000011) 3.31%)
Xiamen Itg Group Corp.Ltd(600755) asset operation group Co., Ltd. limited partner 500025 2.21%
General partner of SDIC CHUANGHE (Shanghai) Investment Management Co., Ltd. 150026 0.55%
Zhuhai hechuang Fangdao investment enterprise (limited partnership) limited partner 25 Ping An Bank Co.Ltd(000001) 0.17%
Total – 90650000 100.00%
The executive partner and fund manager of the development industry investment fund are CHUANGHE investment.
CHUANGHE investment is 100% funded by SDIC CHUANGHE Fund Management Co., Ltd. (hereinafter referred to as “SDIC CHUANGHE”).
According to the articles of association of SDIC CHUANGHE, the legal opinion issued by Beijing Dacheng Law Firm on the verification and identification of the actual controller of SDIC CHUANGHE, and the written statement issued by the development industry investment fund, no shareholder of SDIC CHUANGHE has the right to make the resolution passed by the board of shareholders through the exercise of voting power, and no shareholder has the right to make the resolution passed by the board of directors through the Independent Directors recommended by him, The voting rights of shareholders at the level of the shareholders’ meeting or the Directors recommended by shareholders at the level of the board of directors are independently held by each party. There are no similar arrangements between shareholders, such as one party controlling the other party, concerted action and so on. Therefore, SDIC CHUANGHE has no actual controller. According to the partnership agreement of the development industry investment fund, the daily operation of the development industry investment fund is decided by the executive partner, the investment decision-making matters are decided by the investment decision-making committee, and the members of the investment decision-making committee are appointed by the executive partner. Whereas the executive partner has no actual controller and the development industry investment fund has no actual controller. 3. Strategic placement qualification
Confirmed by the development industry investment fund, according to the reply of the general office of the national development and Reform Commission on issues related to jointly initiating the establishment of the development industry investment fund (fgbcj [2017] No. 1508), the memorandum of cooperation on the development industry investment fund signed by the national development and Reform Commission and the national development and Investment Group Co., Ltd., and the internal management measures for the development industry investment fund, The development industry investment fund is a national fund approved by the national development and Reform Commission and jointly initiated and established by the national development and Reform Commission and the national development and Investment Corporation. The target scale of the fund is 100 billion yuan, and the scale of the first phase is 9.065 billion yuan. The first phase of the fund raising has been completed. According to the partnership agreement, the funds of the fund will be in place in three phases. According to the confirmation of the development industry investment fund, the amount of funds in place of the fund is 8.039 billion yuan. The development industry investment fund focuses on strategic emerging fields such as ocean, space and network, as well as military and civilian common cutting-edge technologies represented by artificial intelligence, biology, new materials and new energy. This strategic investment belongs to the field of environmental protection high-end equipment and new materials, which is in line with the investment direction of developing industrial investment fund.
After verification, our lawyers believe that the development industry investment fund, as a national large-scale investment fund with long-term investment intention, meets the provisions of Article 32 of the detailed rules for the implementation of issuance and underwriting business and is qualified to participate in the strategic placement of the issuer.
4. Relationship with the issuer and the lead underwriter
SDIC hi tech Investment Co., Ltd., one of the limited partners of Xiamen Fanrong hi tech service venture capital partnership (limited partnership), one of the shareholders of the issuer (hereinafter referred to as “Xiamen Fanrong investment”, holding 1.81% of the shares of the issuer) (hereinafter referred to as “SDIC hi tech”, holding 19.23% of the shares of Xiamen Fanrong investment), is a holding subsidiary of national development and Investment Group Co., Ltd. (hereinafter referred to as “SDIC”) (shareholding ratio: 72.36%) is a wholly-owned subsidiary of China state investment high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Co., Ltd. (hereinafter referred to as “state investment high tech”).
The sponsor Anxin securities is a wholly-owned subsidiary of the listed company Sdic Capital Co.Ltd(600061) (hereinafter referred to as ” Sdic Capital Co.Ltd(600061) “, securities code: Sdic Capital Co.Ltd(600061) . SH). The controlling shareholder of Sdic Capital Co.Ltd(600061) is SDIC group, which is a state-owned independent investment enterprise managed by the state owned assets supervision and Administration Commission of the State Council.
The executive partner of the development industry investment fund, SDIC CHUANGHE investment (holding 0.55%) is a wholly-owned subsidiary of SDIC CHUANGHE, and the shareholder of SDIC CHUANGHE, SDIC high tech Investment Co., Ltd. (holding 40% of SDIC CHUANGHE), is a holding subsidiary of SDIC group (holding 72.36%) and a wholly-owned subsidiary of China SDIC high Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Co., Ltd; At the same time, SDIC holds 27.58% of the development industry investment fund.
The controlling shareholder of Sdic Capital Co.Ltd(600061) the controlling shareholder of Anxin securities is SDIC group, while SDIC CHUANGHE investment, the executive partner of the development industry investment fund, has no actual controller, and the development industry investment fund has no actual controller. As a limited partner of the development industry investment fund, SDIC group does not have the independent right to make the shareholders’ meeting pass resolutions by exercising its voting right. According to the recognition conditions of related parties in the accounting standards for Business Enterprises No. 36 – disclosure of related parties, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant rules, and confirmed by the development industry investment fund, although the development industry investment fund has an equity relationship with the above-mentioned superior shareholders of the issuer and the sponsor, it does not belong to related parties. The issuer and the lead underwriter do not directly or indirectly transfer interests in the strategic placement of the development industry investment fund.
5. Sources of funds for subscription
According to the commitment letter issued by the development industry investment fund, the development industry investment fund subscribes for this
