Shanghai Hansheng law firm
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Suzhou nasin Microelectronics Co., Ltd
Legal opinion on the compliance of strategic placement of initial public offering and listing on the science and Innovation Board
Shanghai Hansheng law firm
Address: 22nd-23rd floor, building 1, Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) Century Financial Plaza, No. 729, Yanggao South Road, Shanghai Postal Code: 200127 Tel: (021) 51877676 Fax: (021) 61859565
mail box: [email protected].
Shanghai Hansheng law firm
About Suzhou nano core Microelectronics Co., Ltd
Strategic placement compliance of initial public offering and listing on the science and Innovation Board
Legal opinion
To: Everbright Securities Company Limited(601788)
Shanghai Hansheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Everbright Securities Company Limited(601788) (hereinafter referred to as "lead underwriter", "sponsor" or " Everbright Securities Company Limited(601788) ") to select the strategic investors of Suzhou nasion Microelectronics Co., Ltd. (hereinafter referred to as "the issuer", "the company" and "nasion") for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "the issuance and listing") The placement qualification and whether there are any prohibited circumstances specified in Article 9 of the guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (revised in 2021) (SSE Fa [2021] No. 77, hereinafter referred to as the "underwriting guidelines"). According to the securities law of the people's Republic of China (revised in 2019) (Order No. 37 of the president of the people's Republic of China), the measures for the administration of securities issuance and underwriting (Order No. 144 of the Securities Regulatory Commission), the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) This legal opinion is issued by our lawyers in accordance with the implementation measures for the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (SZF [2021] No. 76, hereinafter referred to as the "implementation measures") and the underwriting guidelines and other relevant laws, regulations, rules and normative documents. Declaration matters
1、 In accordance with the provisions of laws, regulations, rules and normative documents such as the securities law of the people's Republic of China, 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 the facts that have occurred or exist before the issuance date of this legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its lawyers only express opinions on the selection criteria, placement qualification and other relevant matters of the issuer's strategic investors for this issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The legal conclusions and data quoted in this report do not guarantee the authenticity or implied assurance of the assets.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer, the sponsor (lead underwriter) and the strategic investor as follows:
(I) it has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion.
(II) the documents and materials provided to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original.
5、 In order to issue this legal opinion, our lawyers checked the matters related to the strategic investors involved in this issuance and consulted the documents that our lawyers considered necessary to issue this legal opinion.
6、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units. 7、 The exchange agrees to take this legal opinion as one of the necessary legal documents for the issuer's issuance and listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
8、 This legal opinion is only used by the issuer for the purpose of verifying the qualification of strategic investors in this offering, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, we and our lawyers issue this legal opinion in accordance with the provisions of relevant laws, regulations, rules and normative documents and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry.
Text
1、 Basic information of strategic investors
(I) Everbright fuzun Investment Co., Ltd. (hereinafter referred to as "Everbright fuzun")
1. Subject information
According to the business license, articles of association and relevant registration materials provided by Everbright fuzun and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of Everbright fuzun is as follows:
Company name: Everbright fuzun Investment Co., Ltd
Address: room 801803, No. 1508, Xinzha Road, Jing'an District, Shanghai
The registered capital is 2 million yuan
Unified social credit Code: 9131010605459764x0
Legal representative: Yu Huinan
Date of establishment: September 26, 2012
Business term: September 26, 2012 to no fixed term
Investment in financial products, mineral products (including iron ore), metal materials (including precious metals), building materials (including steel), chemical products (excluding hazardous chemicals), feed and rubber
Business scope: glue, cotton, wood, glass, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (except pig products), alcohol, fuel
Wholesale of feed oil, import and export of the above commodities and related technologies.
(subject to approval according to law)
Business activities can only be carried out after the approval of relevant departments)
Shareholder Everbright Securities Company Limited(601788) holds 100%
According to the business license, articles of association, letter of commitment, etc. provided by Everbright fuzun and verified by our lawyers, Everbright fuzun is a legally established 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.
2. Controlling shareholder and actual controller
According to the business license, articles of association and other materials provided by the sponsor (lead underwriter) and Everbright fuzun and verified by our lawyers, as of the date of issuance of this legal opinion, the equity structure diagram of Everbright fuzun is as follows:
As of the date of issuance of this legal opinion, the controlling shareholder of Everbright fuzun is Everbright Securities Company Limited(601788) , the shareholding ratio is 100%, and the actual controller is the state owned assets supervision and Administration Commission of the State Council.
3. Strategic placement qualification
According to Article 19 of the implementation measures, the science and Innovation Board tries out the follow-up investment system of relevant subsidiaries of the recommendation institution. The relevant subsidiaries established by the issuer's recommendation institution according to law or other relevant subsidiaries established by the securities company that actually controls the recommendation institution according to law participate in the strategic placement of this offering.
Everbright fuzun is a wholly-owned alternative securities investment subsidiary of Everbright Securities Company Limited(601788) company. Therefore, Everbright fuzun has the qualification of strategic placement as a relevant subsidiary of the sponsor.
4. Relationship with the issuer and the recommendation institution (lead underwriter)
According to the business license and articles of association provided by Everbright fuzun and verified by our lawyers, Everbright fuzun is a wholly-owned subsidiary of the sponsor (lead underwriter), Everbright fuzun is associated with the sponsor (lead underwriter), and Everbright fuzun is not associated with the issuer.
5. Sources of funds involved in strategic placement
According to the letter of commitment issued by Everbright fuzun, the capital source of Everbright fuzun's participation in this strategic placement is its own capital.
6. Commitments related to this offering
According to the implementation measures, underwriting guidelines and other laws and regulations, Everbright fuzun issued a letter of commitment on participating in this strategic placement, which is as follows:
"1. The company is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement.
2. The company has good market reputation and influence; Strong financial strength; Recognize the long-term investment value of the issuer; Agree to subscribe for the number of shares of the issuer promised by the company at the final issue price.
3. The source of funds used by the company to participate in the strategic placement is its own funds.
4. The company is an alternative investment subsidiary established by Everbright Securities Company Limited(601788) law. The company uses its own funds to participate in strategic placement, and does not involve the use of products to raise funds or the filing of private equity funds.
5. The company and the issuer do not transfer improper interests.
6. During the normal operation period of the company, if the distribution shareholder obtains the control right of the shares, the issuer will not interfere with the normal operation of the company.
7. The company shall open a special securities account to deposit the allocated shares, and effectively isolate, manage and account separately from the securities held by the company's self operated, asset management and other business sectors, and shall not be mixed with other business sectors. The above-mentioned special securities account can only be used to sell after the expiration of the sales restriction period or borrow and recover the allocated shares from securities finance companies in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and do not buy stocks or other securities. Except for the listed company's issuance of stock dividends, allotment of shares and conversion of share capital.
8. The restricted period of the company's shares for this placement is 24 months from the date of the issuer's initial public offering and listing. The company will not transfer the shares held in this placement in any form during the restricted sale period.
9. After the expiration of the restricted sale period, the company shall apply the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction in force at that time to the reduction of the allocated shares. "
(II) Guotai Junan Securities Co.Ltd(601211) Junxiang Kechuang board nxiwei No. 1 strategic placement collective asset management plan (hereinafter referred to as "nxiwei No. 1 asset management plan")
1. Subject information
According to the management contract of Guotai Junan Securities Co.Ltd(601211) Junxiang Kechuang board nasinwei No. 1 strategic placement collective asset management plan (hereinafter referred to as the "management contract"), the Filing Certificate of nasinwei No. 1 asset management plan and other materials, and through the lawyers of the exchange on the website of China Securities Investment Fund Association (www.amac. Org. CN.) According to the query, the basic information of the asset management plan of nsw-1 is as follows:
Product name Guotai Junan Securities Co.Ltd(601211) Junxiang Kechuang board nasion micro-1 strategic placement collective asset management plan
Date of establishment: March 15, 2022
Filing date: March 16, 2022
Due date: March 14, 2027
Filing Code: svg615
Manager: Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd
Custodian China Merchants Bank Co.Ltd(600036)
Investment type equity
2. Actual dominant subject
According to the relevant provisions of the management contract, the manager independently manages and uses the assets of the asset management plan in accordance with the provisions of the asset management contract; Exercise the rights arising from the property investment of the asset management plan in accordance with the relevant provisions and the asset management contract. Therefore, Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd. (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) asset management") is the actual dominant entity of the asset management plan of nsw-1.
3. Strategic placement qualification
Nsw-1 asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association on March 16, 2022 and is qualified for this strategic placement.
4. Deliberation and personnel composition of the board of directors
The name, position, subscription amount and proportion of participation in the corresponding asset management plan of the share holder of the asset management plan of nsw-1 are as follows:
Serial number name signing labor position employee category subscription amount corresponding to the participation proportion of the subject of the asset management plan contract (10000 yuan)
1 Wang Sheng, chairman, general manager and senior management of Yang nasion micro 814000 18.01%
2. Director, deputy general manager and senior management of shengyunna silicon micro Shanghai Pudong Development Bank Co.Ltd(600000) 13.27%
R & D director
Serial number name signing labor position employee category subscription amount corresponding to the participation proportion of the subject of the asset management plan contract (10000 yuan)
3 Wang Yifeng, director, deputy general manager and senior executive of NSW Shanghai Pudong Development Bank Co.Ltd(600000) 13.27%
4. Jiang chaoshangna micro director, board secretary and senior executive 600.00 1.33%
book
5 yejianna silicon micro isolation
