Guangdong Huashang law firm
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
Special verification of strategic investors in initial public offering and listing on GEM
Legal opinion
Guangdong Huashang law firm
CHINA COMMERCIAL LAW FIRM. GUANG DONG
21-25 / F, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen
21-25/F,CTS Building,No.4011,ShenNan Road,Shenzhen PRC.
Tel: 00867558302555 Fax: 008675583025068
Postal code (P.C.): 518048 website http://www.huashang.cn.
Guangdong Huashang law firm
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
Special verification of strategic investors for initial public offering and listing on GEM
of
Legal opinion
To: Huatai United Securities Co., Ltd
Guangdong Huashang law firm (hereinafter referred to as "the firm") is entrusted by Huatai United Securities Co., Ltd. (hereinafter referred to as "sponsor" and "lead underwriter"), Huatai Innovation Investment Co., Ltd. (hereinafter referred to as "Huatai innovation") participated in the strategic placement of Beijing Zhongke Jiangnan Information Technology Co., Ltd. (hereinafter referred to as "the issuer") in the initial public offering of shares and listing on the gem (hereinafter referred to as "the offering"). On the basis of full verification, the handling lawyer of the exchange (hereinafter referred to as "the lawyer of the exchange") issued this legal opinion.
The lawyers of this firm are in accordance with the securities law of the people's Republic of China (Order No. 37 of the president of the people's Republic of China) (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance and underwriting (Order No. 144 of the China Securities Regulatory Commission) (hereinafter referred to as the "administrative measures") and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (Order No. 167 of the CSRC) 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"), detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the "implementation rules"), and specifications for the underwriting of initial public offerings under the registration system (czxf [2021] No. 213) And other laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued.
For the issuance of this legal opinion, our lawyer hereby makes the following important tips and statements:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, 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 date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and in accordance with the implementation measures and other laws In accordance with the requirements of laws and regulations and normative documents, the strategic investors of this issuance shall be checked 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. 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.
3. The issuer, the recommendation institution (lead underwriter) and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the exchange are true, accurate and complete, and there is no concealment, omission, falsehood or misleading; The materials and documents have not changed on the date of providing to the exchange and the date of issuing this legal opinion. 4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony, written statements or copies of documents issued or provided by relevant government departments, other units or individuals to issue legal opinions.
5. 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 by anyone for any other purpose without the written permission of the exchange.
6. Our lawyers agree to take this legal opinion as one of the necessary documents for this issuance, record it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above tips and statements, in accordance with the relevant requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have consulted the relevant documents and facts provided by the issuer, the sponsor (lead underwriter) and the strategic investor, and now issue the following legal opinions:
1、 Basic information of strategic investors
According to Article 32 of the implementation rules, investors participating in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative 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, placement of securities and closed operation; (IV) the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company that actually controls the recommendation institution if the follow-up investment is implemented in accordance with the provisions of these rules; (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 who comply with laws, regulations and business rules.
According to the information provided by the lead underwriter, the specific information of strategic investors participating in the strategic placement of this offering is as follows:
Serial number name of strategic investor type of investor
1. The senior managers and core employees of the asset management issuer of Zhongke Jiangnan home No. 1 participated in the special asset management plan planned in the strategic placement design
2. Related subsidiaries of Huatai innovation (contingent) sponsor
(I) Zhongke Jiangnan home No. 1 asset management plan
1. Basic information
According to the business license, articles of association and relevant filing certificates provided by the issuer and Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd. (hereinafter referred to as "Huatai asset management"), and verified by our lawyers, as of the date of issuance of this legal opinion, the employee asset management plan of Zhongke Jiangnan home No. 1 currently exists legally and relevant filing procedures have been completed. The basic information of the employee asset management plan of Zhongke Jiangnan home No. 1 is as follows:
Name: Huatai Zhongke Jiangnan home No. 1 gem ESOP collective asset management plan
Date of establishment: March 4, 2022
Filing time: March 8, 2022
Filing Code: sve384
The scale of raised funds is 134.11 million yuan (excluding breeding interest)
Manager Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
Custodian China Merchants Bank Co.Ltd(600036) Beijing Branch
Actual controlling entity Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
2. Actual dominant subject
According to the asset management contract of Zhongke Jiangnan homeland No. 1 employee asset management plan, Zhongke Jiangnan homeland No. 1 employee asset management plan does not set up a share holder meeting and daily organization, and the investment decision is made by Huatai asset management according to the asset management contract. Therefore, the actual dominant subject of Zhongke Jiangnan homeland No. 1 employee salary management plan is Huatai asset management, its manager, rather than the senior management or core employees of the issuer.
3. Investors
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
1. Chairman Luo Panfeng is 11.18% 1500
2. The general manager of Zhu Ling is 8.95%
3 Zeng Jicai senior vice president is 7.31% 980
4 Zhang Laisheng senior vice president is 6.34%
5 Ma Yi senior vice president is 5.97% 800
6. The Secretary of Zhang Chi's board of directors is 0.97%
7. The chief financial officer of Yang Chengfen is 4.10%
8 Zu Caixia, deputy general manager of scheme marketing department, no 1.04% 140
9 Huang Zifu, general manager of scheme marketing department, no 1.49% 200
10 Li Weili, deputy general manager of marketing center no 3.95% 530
11 Su Tianwei regional sales general manager no 3.58% 480
12 weeks qiguang regional sales general manager no 2.61% 350
13 Chen Haiming regional sales general manager no 2.61% 350
14 Wang Bin regional sales general manager no 2.46% 330
15 Zhu Zhiqun, head of budget management section, no 2.31% 310
16 Wang Wei budget execution department manager no 1.99% 267
17 Wang Shunming accounting department manager no 1.38% 185
18 ran Daliang bank software department manager no 1.68% 225
19 long Qunzhi budget editing department manager no 1.30% 175
20. Whether the total Manager of leiruiheng electronic product development department is 2.39% 320
reason
21 Guo Maolin, head of Jiangsu R & D center no 1.16% 155
22 Du Lianghong, head of accounting and financial reporting, no 2.10% 282
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
23 whether Zeng Mingjun is in charge of budget implementation 2.35% 315
24 Yuan Xiao implementation service center general manager no 3.33% 447
25 Li Zhanli, general manager of innovative technology application department no 3.88% 520
26. Whether the deputy general manager of the business department of Quan Shaodong budget unit is 1.12% 150
reason
27 Wang Zhengli, deputy general manager of internal control department no 1.27% 170
28 Zhou Hongmei human resources director no 5.22% 700
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