Guangdong Huashang law firm
About Yidong Electronic Technology Co., Ltd
Special examination of strategic investors who make initial public offerings and are listed on the gem
Legal opinion
To: China Merchants Securities Co.Ltd(600999)
Guangdong Huashang law firm (hereinafter referred to as “the firm”) is entrusted by China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor (lead underwriter)”, The lawyers of the firm conducted a special examination on the initial public offering of shares by Yidong Electronic Technology Co., Ltd. (hereinafter referred to as “the issuer” or “Yidong Electronics”) underwritten by the lead underwriter and listed on the gem (hereinafter referred to as “this offering”) to strategic investors. On the basis of full examination, our lawyer issues this legal opinion.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance (Order No. 144 of the CSRC), and the 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”) This legal opinion is issued in accordance with the provisions of laws, regulations and normative documents such as the detailed rules for the implementation of the issuance and underwriting business of initial public offering on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules”) and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. Our lawyer hereby declares as follows:
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Check the strategic investors of this offering. Ensure that the facts identified in this legal opinion are true, accurate and complete. The concluding opinions issued are legal and accurate, free from false records, misleading statements or major omissions, and shall bear legal responsibility.
In order to issue this legal opinion, the lawyers of the exchange checked the matters related to the strategic investors involved in the issuance: the selection criteria of strategic investors, the placing qualification, the placing situation and whether there were any prohibited situations specified in Article 33 of the implementation rules. We have examined the documents that our lawyers consider necessary for issuing this legal opinion.
The issuer, the recommendation institution (lead underwriter) and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the firm are true, accurate and complete, and there is no concealment, omission, falsehood or misleading. The materials and documents have not changed since they were provided to the exchange and this legal opinion was issued. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents or oral statements provided by relevant regulators, issuers, lead underwriters, strategic investors or other relevant institutions to give corresponding opinions.
This legal opinion is only used by the recommendation institution (lead underwriter) for the purpose of this gem issuance. Without the written permission of the exchange, it shall not be used by anyone for any other purpose. The lawyer of the exchange agrees to take this legal opinion as one of the application materials for this issuance for inspection by the CSRC, the exchange and other regulatory authorities, and shall be liable for this legal opinion according to law.
Based on the above, the exchange and the handling lawyer give the following legal opinions:
1、 Basic information of strategic investors
According to the strategic placement plan of Yidong Electronic Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “strategic placement plan”) provided by the sponsor (lead underwriter), the strategic placement objects of this issuance are:
China Merchants asset management Yidong electronic employees participate in the gem strategic placement collective asset management plan (hereinafter referred to as “Yidong electronic employees and asset allocation management plan”)
China Merchants Securities Co.Ltd(600999) Investment Co., Ltd. (contingent) (hereinafter referred to as “bidding investment”).
(I) Yidong electronic staff war allocation management plan
1. Basic information
The total number of shares to be subscribed by Yidong electronic staff war allocation management plan shall not exceed 10% of the total scale of this issuance, that is, not more than 5.84 million shares and not more than 159.9 million yuan. The details are as follows:
Product Name: China Merchants asset management Yidong electronic employees participate in the gem strategic placement collective asset management plan
Name of manager China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. (hereinafter referred to as “China Merchants asset management”)
Date of establishment: September 28, 2021
Filing date: September 30, 2021
Filing Code: ssw419
Actual controlling entity China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd
After verification, according to the asset management contract of China Merchants asset management Yidong electronic employees participating in the gem strategic placement collective asset management plan (hereinafter referred to as “asset management contract”), filing certificate and other materials. According to the law of the people’s Republic of China on securities investment funds and other laws and regulations, normative documents and self-discipline rules, the staff war allocation management plan of Yidong electronic technology has been filed with China Securities Investment Fund Industry Association.
2. Examine and approve
The employee war allocation management plan of Yidong Electronics was deliberated and adopted at the 12th meeting of the first board of directors held by the Issuer on September 20, 2021. The proposal on senior managers and core employees participating in the strategic allocation of the company’s initial public offering and listing on the gem (hereinafter referred to as the “war allocation proposal”).
After verification, it is confirmed that the examination and approval contents and procedures of the above war configuration proposal are legal and effective, comply with the provisions of Article 18 of the special provisions, and are legal and effective.
3. List of employees participating in the war allocation management plan
No. name and position participating in placement: whether it is the actual payment amount and the proportion of directors, supervisors and Gao (10000 yuan) holding the asset management plan
1 chairman Deng Yuquan is 8588 53.68%
2 Deng Ke’s general manager is 2412 15.08%
3. Huang Meier purchasing director no 1900 11.88%
4 Wang Li Jun investment and financing general manager no 600 3.75%
5 Zhang Weiguo’s deputy general manager is 300 1.88%
6 deputy general manager Xiao Min is 300 1.88%
7 Wu Shu’s CFO is 250 1.56%
8 Wang Gang, vice president of financial management center 250 1.56%
manager
9. Xie Zhang, Secretary of the board of directors, is 100 0.63%
10 sun kunlan information technology management center no 100 0.63%
Deputy director
11 Zhang Tian’s subsidiary general manager no 200 1.25%
12 Xie Yubo, general manager of subsidiary no 200 1.25%
13 Peng bin business group (Dongguan) total no 200 1.25%
manager
14 Huang Tao, deputy general manager of business division no 200 1.25%
15 general manager of hehuilou business group no 100 0.63%
No. name and position participating in placement: whether it is the actual payment amount and the proportion of directors, supervisors and Gao (10000 yuan) holding the asset management plan
16 he HongRi business group general manager no 200 1.25%
17 Chendong subsidiary general manager no 100 0.63%
Total 16000.00 100.00%
Note: 1. The total contribution amount of Yidong electronic employee war allocation management plan is 160 million yuan (including product related capital position), of which the upper limit of subscription amount for participating in this strategic placement is no more than 159.9 million yuan.
2. All the participants of Yidong electronic employee war allocation management plan have signed labor contracts with the company or its subsidiaries, and the labor relations exist legally. Among them, Deng Ke, Wu Shu, Xie Zhang, Xiao Min and Zhang Weiguo are senior managers of the company, and the other participants are core employees of the company.
3. The final number of subscribed shares will be confirmed after the issue price is determined (T-2).
The identification of the above senior managers and core employees shall be confirmed by the issuer, and the prospectus, identity information, labor contract, employment of senior managers and employment identification certificate of core employees shall be verified by our lawyers. All personnel participating in the asset management plan have signed labor contracts with the issuer or its subsidiaries and are legally existing. They are confirmed to be senior managers and core employees of the issuer. The personnel participating in the asset management plan, their positions and participation ratio comply with the provisions of Article 18 of the special provisions and the disclosure provisions of Article 36 of the implementation rules.
4. Actual dominant entity of asset management plan
According to the asset management contract, China Merchants asset management has the following rights: (1) independently manage and use the assets of the collective plan in accordance with the asset management contract; (2) According to the asset management contract, timely and fully obtain the manager’s management expenses and performance remuneration; (3) Exercise the rights arising from the property investment of the collective plan in accordance with relevant regulations and the asset management contract; (4) Supervise the custodian in accordance with the asset management contract and other relevant provisions, and take timely measures to stop the custodian from violating the asset management contract or relevant laws and regulations and causing significant losses to the assets of the collective plan and the interests of other parties, and report to the relevant dispatched offices of the CSRC and the Securities Investment Fund Industry Association; (5) Provide or entrust a service institution recognized by the CSRC and the China Securities Investment Fund Association to provide services such as raising, share registration, valuation and accounting, information technology system, etc. for the collective plan, and conduct necessary supervision and inspection on its behavior; (6) Exercise the ownership registration and other rights generated in the investment process on behalf of the collective plan in the name of the manager; (7) Other rights stipulated by laws and regulations, China Securities Regulatory Commission, securities investment fund association and asset management contract.
The lawyers of the firm have determined that investment promotion asset management is the actual dominant subject of Yidong electronic employee war asset management plan. 5. Association relationship
After verification, China Merchants asset management has no relationship with the issuer except as the asset management plan manager. China Merchants asset management is a relevant subsidiary of China Merchants Securities Co.Ltd(600999) .
6. Capital source of the investor of the asset management plan
According to the investor’s statement in the asset management contract and the commitment letter on the capital source of participating in the strategic placement collective asset management plan of the gem, The investor (Investor) promises that “the source of capital contribution is his own funds, the source and purpose of the property comply with relevant national regulations, and the investment matters comply with the provisions of laws and regulations”. The funds of Yidong electronic employee war allocation management plan are legally owned funds. (II) bidding investment (contingent)
If the offering price exceeds the lower of the “four values”, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with Article 39 of the implementation rules, and the follow-up investor is the bidding investment of the alternative investment subsidiary legally established by the sponsor (lead underwriter) China Merchants Securities Co.Ltd(600999) . If the issue price does not exceed the lower of the “four values”, China Securities tendering investment will not participate in the strategic placement of this issue.
1. Basic information
As of the date of issuance of this legal opinion, the industrial and commercial registration information of the bidding investment is as follows:
Company name China Merchants Securities Co.Ltd(600999) Investment Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
Legal representative: Zhao Bin
The registered capital is 7100 million yuan
Date of establishment: December 2, 2013
Business term: December 2, 2013 to no fixed term
Securities investment
