Beijing Haiwen law firm
About Guangdong Xidi Microelectronics Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange
Special verification of strategic investors
Legal opinion
December, 2001
Beijing Haiwen law firm
About Guangdong Xidi Microelectronics Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange
Special verification of strategic investors
Legal opinion
To: Minsheng Securities Co., Ltd. China International Capital Corporation Limited(601995)
Guangdong Xidi Microelectronics Co., Ltd. (hereinafter referred to as the “issuer” or “company”) applies for initial public offering and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “issuance”), and the issuance adopts directional placement to strategic investors (hereinafter referred to as the “strategic placement”) Offline inquiry placement to qualified investors and online pricing issuance to qualified social public investors are combined. Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities”), China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “, and Minsheng securities are collectively referred to as “joint sponsor” or “joint lead underwriter”) serve as the joint sponsor (lead underwriter) of this offering, and Beijing Haiwen law firm (hereinafter referred to as “the exchange” or “we”) is entrusted by the joint lead underwriters, Issue a legal opinion on whether the placement qualification of the investors participating in the strategic placement (hereinafter referred to as “strategic investors”) meets the requirements of laws and regulations (hereinafter referred to as “this legal opinion”).
In order to issue this legal opinion, the exchange has verified the necessary documents provided by the joint lead underwriters and strategic investors in accordance with the requirements of the exchange, and has obtained the following guarantee from the joint lead underwriters and strategic investors: 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 opinions on the implementation of the pilot registration system for the establishment of the science and innovation board in Shanghai Stock Exchange, the measures for the Administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation), and the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “implementation measures”), 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 (hereinafter referred to as the “underwriting guidelines”) and other relevant laws and regulations, as well as the business rules of Shanghai Stock Exchange (hereinafter collectively referred to as the “relevant applicable rules”) The relevant requirements of the and the regulatory opinions of Shanghai 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:
1. 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 joint lead underwriter, the strategic investor or other relevant institutions and the information publicized on the relevant information publicity platform to issue corresponding opinions.
2. 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 Shanghai 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 Shanghai 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.
3. We have conducted necessary verification and verification in accordance with relevant laws, administrative regulations, normative documents and business standards, ethics and the spirit of diligence recognized by the lawyer industry, and ensure that there are no false records, misleading statements and major omissions in this legal opinion.
4. 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、 Selection criteria and placing qualification of strategic investors in this offering
According to Article 8 of the underwriting guidelines, investors who can participate in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation 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, allotment of shares and closed operation; (IV) relevant subsidiaries of the sponsor participating in the follow-up investment; (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 that comply with laws, regulations and business rules. According to paragraph (II) of Article 18 of the implementation measures, strategic investors participating in stock placement shall use their own funds and shall not accept entrustment or entrust others to participate, except for securities investment funds and other entities established according to law and meeting specific investment purposes.
According to the strategic placement plan of Guangdong Xidi Microelectronics Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the “strategic placement plan”) and other relevant materials provided by the joint lead underwriters, and verified by our lawyers, the selection criteria of the issuer and the joint lead underwriters for strategic investors are as follows:
(1) Relevant subsidiaries of the sponsor participating in the follow-up investment;
(2) The senior management 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 joint lead underwriters and verified by our lawyers, there are three strategic investors participating in the strategic placement. The list and types of these strategic investors are shown in the table below:
Serial number name of strategic investor type of strategic investor
1. Minsheng Securities Investment Co., Ltd. (hereinafter referred to as the relevant subsidiary of the sponsor participating in the follow-up investment)
“People’s livelihood investment”)
China CICC wealth Securities Co., Ltd. (in Chinese)
2 hereinafter referred to as “CICC wealth”, a subsidiary of the sponsor participating in the follow-up investment together with Minsheng investment
Referred to as “sponsor and investment subsidiary”)
The senior management and core employees of the issuer in Episode 1 of Xidi micro strategic placement of Minsheng securities participated in the three-way asset management plan (hereinafter referred to as the “special asset management plan established by Xidi strategic placement”)
Wechat No. 1 asset management plan “)
(I) basic information of strategic investors
1. Minsheng Securities Investment Co., Ltd
(1) Basic information
According to the business license, articles of association and other materials of Minsheng investment and the confirmation of Minsheng investment, and through the lawyers of this firm in the national enterprise credit information publicity system (www.gsxt. Gov.cn.) The basic information of Minsheng investment is as follows:
Company name: Minsheng Securities Investment Co., Ltd
Date of establishment: May 21, 2013
Unified social credit code 91110000069614203b
Legal representative: Feng Henian
Registered capital: 400 million yuan
Registered address: 6701, block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen-
Unit 01A
Business scope: project investment and investment management.
Equity structure Minsheng securities holds 100% equity
Upon verification by our lawyers, Minsheng 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) Association relationship
Upon verification by our lawyers, Minsheng investment is a wholly-owned subsidiary of Minsheng securities. Except for the above circumstances, Minsheng investment has no other related relationship with the issuer and other joint lead underwriters.
(3) Strategic placement qualification
According to the confirmation of Minsheng investment and the verification of our lawyers, Minsheng investment is a wholly-owned subsidiary of Minsheng securities, a joint sponsor (lead underwriter); According to the announcement of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the third batch) published by China Securities Association on May 18, 2017, Minsheng investment is an alternative investment subsidiary of Minsheng securities, which belongs to “relevant subsidiaries of sponsors participating in follow-up investment” and is qualified to participate in the strategic placement of the issuer’s initial public offering, Comply with the relevant provisions of Chapter III of the underwriting guidelines on “follow-up investment of relevant subsidiaries of sponsors”.
According to the commitment letter issued by Minsheng Investment: 1) it has the corresponding legal qualification of securities investment subject, has performed the internal and external approval procedures for participating in this strategic placement according to law, and its participation in this strategic placement is in line with its investment scope and investment field. There are no laws, administrative regulations, China Securities Regulatory Commission The normative documents issued by Shanghai Stock Exchange and China Securities Association or their articles of association prohibit or restrict participation in this strategic placement; 2) It is the actual holder of the strategic placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement; 3) It has good market reputation and influence, strong capital strength, recognizes the long-term investment value of the issuer, and will subscribe for the promised number / amount of shares of the issuer according to the finally determined issue price.
(4) Sources of subscription funds participating in strategic placement
According to the commitment letter issued by Minsheng investment, the capital source for its subscription of the strategic placement shares is its own funds, which is in line with the investment direction of the funds. According to the verified financial statements of Minsheng investment as of September 2021, the current assets of Minsheng investment are sufficient to cover the committed subscription amount agreed in the subscription agreement signed between Minsheng investment and the issuer.
(5) Relevant commitments
According to the commitment letter issued by Minsheng investment, Minsheng investment promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer and not to seek the control of the issuer during the restricted sale period of the allocated shares.
2. China CICC wealth Securities Co., Ltd
(1) Basic information
According to the business license, articles of association and other materials of CICC fortune and the confirmation of CICC fortune, and through the lawyers of this firm, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) The basic information of CICC wealth is as follows:
Company name: CICC wealth Securities Co., Ltd
Date of establishment: September 28, 2005
Unified social credit code 91440300779891627f
Legal representative: Gao Tao
Registered capital: 800 million yuan
Registered address: unit 01.02.03.05.11.12.13.15.16.18.19.20.21.22.23, floor 18-21 and floor 04, building a, Rongchao business center, the junction of Yitian road and Fuzhong Road, Futian District, Shenzhen
Securities brokerage; Securities investment consulting; Financial business scope consultant related to securities trading and securities investment activities; Securities underwriting and recommendation; Self operated securities; Securities asset management; Selling securities investment funds on a commission basis; Providing intermediary services for futures companies; Margin trading; Sell financial products on a commission basis.
Equity structure China International Capital Corporation Limited(601995) holds 100% equity
Upon verification by our lawyers, CICC wealth 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) Association relationship
Upon verification by our lawyers, CICC fortune is a wholly-owned subsidiary of China International Capital Corporation Limited(601995) . In addition, CICC wealth has the following relationship with the issuer: Hongjing equity investment partnership (limited partnership) in Ningbo Meishan free trade port area (hereinafter referred to as “Ningbo Hongjing”) holds 12.07% of the shares of the issuer, Jin Xicheng (Beijing) Investment Fund Management Co., Ltd., the private fund manager of its sole limited partner Beijing Financial Street Holdings Co.Ltd(000402) Xicheng equity investment fund (limited partnership), It is a wholly-owned subsidiary of China International Capital Corporation Limited(601995) (i.e. the brother company of CICC wealth) and a holding subsidiary of CICC Capital Operation Co., Ltd., a joint venture with 51% shares held by CICC a (Beijing) Private Investment Fund Management Co., Ltd. Upon verification by the lawyers of the firm, CICC wealth’s participation in the strategic placement is a follow-up investment as a relevant subsidiary of the sponsor in accordance with the requirements of relevant laws and regulations. CICC wealth has made independent decisions in accordance with the provisions of its articles of association and internal rules and regulations, The aforesaid relationship between CICC wealth and the issuer and its shareholders does not exist “other direct or indirect transfer of interests” in Item (VI) of Article 9 of the underwriting guidelines.
In addition to the above, CICC wealth has no other related relationship with the issuer and other joint lead underwriters.
(3) Strategic placement qualification
According to Article 19 of the implementation measures, the science and Innovation Board tried out the follow-up investment system of relevant subsidiaries of the sponsor. The relevant subsidiaries legally established by the issuer’s recommendation institution or other relevant subsidiaries legally established by the securities company that actually controls the recommendation institution shall participate in the strategic placement of this issuance and set a sales restriction period for the allocated shares. According to Article 16 of the underwriting guidelines, if the joint recommendation method is adopted, the recommendation institutions participating in the joint recommendation shall follow up the investment of the relevant subsidiaries of the recommendation institutions in accordance with the provisions of these guidelines, and disclose the specific arrangements.
According to the confirmation of CICC wealth and the verification of our lawyers, CICC wealth is a wholly-owned subsidiary of the joint sponsor (lead underwriter) China International Capital Corporation Limited(601995) . It is a “relevant subsidiary of the sponsor participating in the follow-up investment”. It participates in the follow-up investment according to the requirements of the above laws and regulations and is qualified to participate in the strategic placement of the issuer’s initial public offering, Comply with the relevant provisions of Chapter III of the underwriting guidelines on “follow-up investment of relevant subsidiaries of sponsors”.
According to CICC
