Beijing BOC law firm
about
Jingke Energy Co., Ltd
Initial public offering and listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
Beijing Shanghai Tianjin Chongqing Guiyang Chengdu Nanning Fuzhou Changsha Yinchuan Nanjing Hangzhou Shenyang Xi’an Hefei Nanchang Xiamen Jixi Taizhou Suzhou Quanzhou Ganzhou Zhuhai address: floors 11-12, building 2, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing
11th-12th floor, building 2, Zhengda center, No. 20 Jinhe East Road, Chaoyang District, Beijing website: www.zhongyinlawyer.com com. Postal Code: 100020
Tel: 010-65876666 Fax: 010-65876666-6
January 2002
Beijing BOC law firm
About the IPO of Jingke Energy Co., Ltd
And the verification of strategic investors listed on the science and innovation board
Legal opinion
Zyzz [2022] No. 0002 to: China Securities Co.Ltd(601066) , Citic Securities Company Limited(600030)
Jingke Energy Co., Ltd. (hereinafter referred to as the “issuer”, “Jingke energy” or “company”) applies for initial public offering and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “this offering”), and this offering adopts targeted strategic placement to strategic investors (hereinafter referred to as “this strategic placement”) Offline inquiry placement to qualified investors and online pricing issuance to qualified social public investors are combined. China Securities Co.Ltd(601066) (hereinafter referred to as “sponsor” or ” China Securities Co.Ltd(601066) securities”) serves as the sponsor of this offering, China Securities Co.Ltd(601066) securities and Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, and China Securities Co.Ltd(601066) securities and Citic Securities Company Limited(600030) jointly referred to as “joint lead underwriters”) serve as the joint lead underwriters of this offering, and Bank of China Law Firm Beijing (hereinafter referred to as “the exchange”) accepts the entrustment of China Securities Co.Ltd(601066) securities, Appoint our lawyers to check the strategic placement of this offering, And 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 and underwriting (hereinafter referred to as the “administrative measures”), the measures for the administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures for registration”) 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”), 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 (hereinafter referred to as the “underwriting guidelines”), the underwriting specifications for initial public offering of shares under the registration system (hereinafter referred to as the “underwriting specifications”) and other laws, regulations and normative documents, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. In order to issue this legal opinion, we and our lawyers specially declare as follows:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and based on the facts that have occurred or exist before the date of issuance of the legal opinion, the firm and its handling lawyers strictly perform their statutory duties and follow the principles of diligence and good faith, In accordance with the requirements of the implementation measures and other laws, regulations and normative documents, the strategic investors of this issuance have been fully verified 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 responsibilities.
2. In order to issue this legal opinion, our lawyers check the matters related to the strategic investors involved in this issuance and consult the documents that our lawyers consider necessary for issuing this legal opinion.
3. Our lawyers are not qualified for professional judgment on accounting, audit, evaluation and other matters. Our lawyers’ reference to the documents of accounting firms and asset appraisal institutions does not mean that they make any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions of these documents.
4. The lawyers of the firm have obtained the guarantee from the subjects of relevant parties, and have provided all materials or testimony that the lawyers of the firm consider necessary to issue this legal opinion. Such materials or testimony are true, accurate and complete. The relevant copy materials and copies are consistent with the original, and there are no false and misleading statements and major omissions.
5. The exchange agrees to take this legal opinion as a necessary legal document for this issuance and submit it together with other application documents. The exchange agrees that China Securities Co.Ltd(601066) securities shall quote the contents of this legal opinion, but shall not cause legal ambiguity or misinterpretation due to the quotation.
6. 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 other purposes.
In accordance with the requirements of the law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange consulted the relevant documents and facts provided by the issuer, the joint lead underwriters and the strategic investors, and issued the following legal opinions.
text
1、 Selection criteria and placement qualification of strategic investors
(I) selection criteria of strategic investors
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 the IPO plan of Jingke Energy Co., Ltd. and listing on the science and Innovation Board (hereinafter referred to as the “issuance 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:
(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) relevant subsidiaries of the sponsor participating in the follow-up investment;
(IV) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement.
According to the issuance plan and other relevant materials provided by the joint lead underwriters and verified by the lawyers of the exchange, the issuer and the joint lead underwriters determine the following objects to participate in the strategic placement according to the number of shares issued this time, the share restriction arrangement, and after comprehensively considering the qualification of investors and market conditions:
Sequence name of strategic investor type of strategic investor allocated stock number restricted period
1 large insurance companies with long-term investment intention of the National Social Security Fund Council or their
Subordinate enterprises of national social security fund 101 portfolio, national large investment fund or its next 12 months 1-1
1-2 basic endowment insurance fund 15021 affiliated enterprises
combination
Shenzhen Venture Capital manufacturing transformation and upgrading of new materials, large insurance companies with long-term investment intention or their
2. Affiliated enterprises of the Fund (limited partnership), national large-scale investment funds or their affiliated enterprises in the next 12 months
Large insurance companies with long-term investment intention or their
3 China Life Insurance Company Limited(601628) subordinate enterprises, national large investment funds or their affiliated enterprises in the next 12 months
Large insurance companies with long-term investment intention or their
4. Affiliated enterprises of Taiping Life Insurance Co., Ltd., national large investment funds or their affiliated enterprises in the next 12 months
Large insurance companies with long-term investment intention or their
5. Affiliated enterprises of China Insurance Investment Fund (limited partnership), national large-scale investment funds or their affiliated enterprises in the next 12 months
6. Power investment Jianneng (Jiaxing) new energy investment has a strategic cooperative relationship with the issuer or a long-term cooperative vision of a 12-month partnership (limited partnership) or its subordinate enterprises
7. Beijing Guoneng green low carbon development investment base is a large enterprise or its subordinate enterprise that has a strategic cooperative relationship with the issuer or a 12-month gold (limited partnership) long-term cooperative vision
8. Shanghai Guosheng industry empowerment private investment base is a large enterprise or its subordinate enterprise that has a strategic cooperative relationship with the issuer or a long-term cooperative vision of 12-month gold partnership (limited partnership)
9. Shangrao Binjiang Investment Co., Ltd. is a large enterprise or its subordinate enterprise with strategic cooperative relationship or 12-month long-term cooperative vision with the issuer
10. Haining Jianshan New Area Development Co., Ltd. is a large enterprise or its subordinate enterprise with strategic cooperative relationship or 12-month long-term cooperative vision with the issuer
11 China Securities Co.Ltd(601066) Investment Co., Ltd. participated in the relevant subsidiaries of the sponsor for follow-up investment for 24 months
12 China Securities Co.Ltd(601066) the senior managers and core employees of the issuer of Jingke energy No. 1 Scientific Innovation Board participated in the 12-month strategic placement collective asset management plan, which is a special asset management plan established in this strategic placement
13 China Securities Co.Ltd(601066) the senior management and core employees of Jingke energy No. 2 Technology Innovation Board issuer participated in the 12-month strategic placement collective asset management plan, which is the special asset management plan established in this strategic placement
14 China Securities Co.Ltd(601066) the senior management and core employees of the issuer of Jingke energy No. 3 science and Innovation Board participated in the 12-month strategic placement collective asset management plan, which is a special asset management plan established in this strategic placement
(II) placing qualification and basic information of strategic investors
1. National Council of social security funds
(1) Basic information
The National Social Security Fund Council is a public institution directly under the State Council, which is directly under the leadership of the State Council and subject to the supervision of the State Council or the department authorized by the State Council. The National Social Security Fund Council is the management and operation organization of the national social security fund. Its main responsibilities include: managing and operating the national social security fund, and entrusted with the investment and operation of the basic endowment insurance fund with the approval of the State Council; According to the scope and proportion approved by the State Council, it can directly invest in the operation or select and entrust professional institutions to operate the fund assets.
After verification by our lawyers, according to the entrusted investment contract signed by the National Social Security Fund Council, China Southern Fund Management Co., Ltd. (hereinafter referred to as “China Southern Fund”) and Guangfa Fund Management Co., Ltd. (hereinafter referred to as “Guangfa fund”, China Southern Fund and Guangfa fund are hereinafter collectively referred to as “investment manager”) and the commitment letter issued by the investment manager, The National Social Security Fund Council authorizes Nanfang fund to manage the national social security fund 101 portfolio and Guangfa fund to manage the basic endowment insurance fund 15021 portfolio (the national social security fund 101 portfolio and the basic endowment insurance fund 15021 portfolio are hereinafter collectively referred to as the “social security and endowment fund portfolio”).
(2) Strategic placement qualification
The national social security fund was established in August 2000. It is the national social security reserve fund. It is composed of central financial budget allocation, state-owned capital transfer, fund investment income and funds raised in other ways approved by the State Council. It is specially used to supplement and adjust social security expenditures such as pension insurance during the peak period of population aging, It is managed and operated by the National Council of social security funds. According to the social security fund annual report of the National Social Security Fund Council (2020), by the end of 2020, the total assets of the national social security fund were 2922.661 billion yuan.
The basic old-age insurance fund is the partial balance fund and its investment income of the basic old-age insurance managed by the National Council of social security funds entrusted by the people’s governments of all provinces (autonomous regions and municipalities directly under the central government) in accordance with the measures for the administration of investment of basic old-age insurance funds issued and implemented by the State Council on August 17, 2015. According to the annual report on entrusted operation of basic endowment insurance fund of National Social Security Fund Council (2020), as of February
