Guohao law firm (Shanghai)
about
Issue A-Shares to specific objects in 2021
of
Legal opinion
23-25 Jiadi center, 968 Beijing West Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 3320
Website: http://www.grandall.com.cn.
September, 2001
catalogue
interpretation...... 3 section I Introduction 6 section II text 8 I. approval and authorization of this issuance 8 II. Subject qualification of this offering 9 III. substantive conditions of this offering 9 IV. independence of the issuer 12 v. major shareholders of the issuer 13 VI. the share capital of the issuer and its evolution 15 VII. Business of the issuer 17 VIII. Related party transactions and horizontal competition 18 IX. main property of the issuer 25 X. major creditor's rights and debt relationships of the issuer 28 Xi. Major asset changes and mergers and acquisitions of the issuer 29 XII. Formulation and amendment of the articles of association of the issuer 29 XIII. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 30 XIV. Directors, supervisors and senior managers of the issuer and their changes 31 XV. Tax of the issuer 16. The issuer's standards for environmental protection, product quality, technology, safety production, etc 34 XVII. Application of funds raised by the issuer 37 XVIII. Business development objectives of the issuer 39 XIX. Litigation, arbitration or administrative punishment of the issuer 39 XX. Evaluation of the legal risk of the issuer's prospectus 40. Concluding observations 40 section III signature page forty-two
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings: company, Kingsemi Co.Ltd(688037) or referring Kingsemi Co.Ltd(688037) pedestrian
Xinyuan Co., Ltd. refers to Shenyang Kingsemi Co.Ltd(688037) Electronic Equipment Co., Ltd., the predecessor of the issuer
Xinyuan semiconductor refers to Shenyang Xinyuan Advanced Semiconductor Technology Co., Ltd., the predecessor of the issuer, whose enterprise name was changed to Xinyuan Co., Ltd. on April 9, 2007
Shanghai Kingsemi Co.Ltd(688037) refers to Shanghai Kingsemi Co.Ltd(688037) Enterprise Development Co., Ltd., a wholly-owned subsidiary of the issuer
Shanghai integrated circuit refers to the subsidiary of Shanghai integrated circuit equipment and Materials Industry Innovation Center Co., Ltd
Advanced manufacturing refers to Shenyang advanced manufacturing technology industry Co., Ltd., whose historical name is Shenyang advanced manufacturing technology industry development Co., Ltd., and the shareholder of the issuer
Kefa industry refers to Liaoning Kefa Industry Co., Ltd., whose historical name is Liaoning Kefa Industry Co., Ltd. and the shareholder of the issuer
Shen Zi, Chinese Academy of Sciences, refers to Shenyang Institute of automation, Chinese Academy of Sciences, as the shareholder of the issuer
Guoke investment refers to China Science and Technology Industry Investment Management Co., Ltd., the shareholder of the issuer
Guokeriqi refers to guokeriqi Internet of things Venture Capital Co., Ltd., the issuer's shareholder
Guokezhengdao refers to Beijing guokezhengdao Investment Center (limited partnership)
Shenyang Science and technology investment refers to Shenyang Science and Technology Venture Capital Co., Ltd
Tongzhixinde refers to tongzhixinde (Beijing) Asset Appraisal Co., Ltd
Korean STL refers to silicon tech Limited (Korea), which is the former foreign shareholder of Xinyuan semiconductor
Kechuang board refers to the Kechuang board of Shanghai Stock Exchange
This issuance refers to the issuance of A-Shares by the issuer to specific objects in 2021
This issuance plan refers to the plan for Kingsemi Co.Ltd(688037) issuing A-Shares to specific objects in 2021
Initial public offering initial public offering of A-Shares and listing on the science and Innovation Board of Shanghai Stock Exchange / initial public offering refers to the issuance of shares / listing
The articles of association of Shenyang, which is applicable to the original version and is currently effective since the establishment of the issuer, refers to the articles of association of Kingsemi Co.Ltd(688037) Electronic Equipment Co., Ltd., depending on the context
The prospectus refers to the prospectus for Kingsemi Co.Ltd(688037) issuing A-Shares to specific objects in 2021 (draft application)
This work report of Guohao law firm (Shanghai) on Shenyang Kingsemi Co.Ltd(688037) Electronic Co., Ltd. refers to the lawyer's work report on Issuing A-share shares to specific objects in 2021
The legal opinion refers to the notice of Guohao law firm (Shanghai) on the issuance of A-Shares to specific objects by Shenyang Kingsemi Co.Ltd(688037) Electronic Equipment Co., Ltd. in 2021
Legal opinion on the bill
The reporting period refers to 2018, 2019, 2020 and January June 2021
The audit report (zsz [2019] No. 7584) issued by Rongcheng Certified Public Accountants (special general partnership) on the issuer's financial reports for the last three years of 2018, 2019 and 2020 respectively "Rong Cheng Shen Zi [2020] No. 110z0162" audit report and "Rong Cheng Shen Zi [2021] No. 110z0096" audit report
The latest financial statements refer to the unaudited financial statements and other relevant financial and accounting materials of the issuer from January to June 2021
China International Capital Corporation Limited(601995) . Sponsor refers to China International Capital Corporation Limited(601995)
The firm and its lawyers refer to Guohao law firm (Shanghai)
Huapu Tianjian refers to Huapu Tianjian Certified Public Accountants (special general partnership)
Rongcheng certified public accountants refers to Rongcheng Certified Public Accountants (special general partnership), whose historical name is Huapu Tianjian Certified Public Accountants (special general partnership)
The Company Law refers to the company law of the people's Republic of China, which was last amended on October 26, 2018 and implemented on the same date
Securities Law refers to the securities law of the people's Republic of China, which was last revised on December 28, 2019 and implemented on March 1, 2020
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation) issued by the CSRC on July 3, 2020 and effective on the same date
The "implementation rules" issued by Shanghai Stock Exchange on July 3, 2020 and effective on the same date refers to the "implementation rules for securities issuance and underwriting of listed companies on the science and Innovation Board of Shanghai Stock Exchange"
The Listing Rules refer to the Listing Rules of Shanghai Stock Exchange on the science and innovation board, which was last revised on April 30, 2019 and implemented on the same day
The practice measures issued by the CSRC and the Ministry of justice on March 9, 2007 and effective on May 1, 2007 refer to the measures for the administration of securities legal business by law firms
The practicing rules, issued by the CSRC and the Ministry of justice on October 20, 2010, refer to the practicing rules for securities legal business of law firms (for Trial Implementation), which came into effect on January 1, 2011
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Shanghai Lingang Holdings Co.Ltd(600848) Management Committee refers to the Management Committee of Lingang New Area of China (Shanghai) pilot free trade zone
A share refers to domestic listed RMB ordinary shares
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
China / within China refers to the people's Republic of China and only for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Guohao law firm (Shanghai)
About Kingsemi Co.Ltd(688037)
Issue A-Shares to specific objects in 2021
of
Legal opinion
To: Kingsemi Co.Ltd(688037)
According to the special legal service entrustment agreement signed with Kingsemi Co.Ltd(688037) (hereinafter referred to as "the issuer" or "the company"), Guohao law firm (Shanghai) serves as the special legal adviser for the issuer to issue shares to specific objects and list on the science and Innovation Board (hereinafter referred to as "the issuance").
In accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission, This legal opinion is issued in accordance with the requirements of 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), in accordance with the generally recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, based on the facts and the law.
Section I Introduction
The lawyer of the firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) in accordance with the provisions of the securities law, the practice measures and the practice rules, as well as the facts that have occurred or exist before the issuance date of the lawyer's work report and legal opinions, the exchange and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the legal opinions are true, accurate and reliable It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
(II) our lawyers agree to take the lawyer's work report and legal opinion as the necessary legal documents for the issuer's issuance, report them together with other application materials, and are willing to bear corresponding legal liabilities.
(III) the lawyers of the exchange agree that the issuer may quote some or all of the contents of the lawyer's work report and legal opinion in the application documents or in accordance with the review requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
(IV) the issuer guarantees that it has provided the lawyers of the firm with the necessary information for the issuance of lawyers' work reports and legal opinions
