Shanghai Jinmao Kaide law firm
About the initial public offering of Anhui Tongguan copper foil Group Co., Ltd. and its listing on the gem
Matters related to strategic investors
of
Special legal opinions
December 2021
Jin Mao Partners
Jinmao Kaide law firm
13F, Hong Kong New World Tower, No. 300 Huaihai Zhong Rd, Shanghai, 200021, P.R.C.
13th floor, Hong Kong Shanghai New World Co.Ltd(600628) building, 300 Huaihai Middle Road, Shanghai 200021, China
Shanghai Jinmao Kaide law firm
About Anhui Tongguan copper foil Group Co., Ltd
In the process of IPO and listing on GEM
Matters related to strategic investors
Special legal opinions
To: Guotai Junan Securities Co.Ltd(601211) . Ping An Securities Co., Ltd. Dear Sirs:
Shanghai Jinmao Kaide law firm (hereinafter referred to as "the firm") accepts the entrustment of Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) ", "sponsor (joint lead underwriter)" or "joint lead underwriter") and Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" and "joint lead underwriter") to appoint you Guang lawyer Lawyer Zhang Bowen (hereinafter referred to as "handling lawyer" and "lawyer of this firm") serves as Guotai Junan Securities Co.Ltd(601211) as the sponsor (co lead underwriter) Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as "Tongguan copper foil" or "the issuer") as the co lead underwriter of Ping An Securities, as a special legal adviser during the initial public offering of shares (hereinafter referred to as "the offering") and listing on the gem, on the selection criteria of strategic investors related to the placement of strategic investors in the issuer's offering The qualification of placing and the prohibition of placing have been verified. Now, in accordance with 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 initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "Registration Measures") The special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the "special provisions") The provisions of relevant laws, regulations, normative documents and self regulatory requirements, such as the detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules") and the code for underwriting initial public offerings under the registration system (hereinafter referred to as the "underwriting code"), Issue this special legal opinion (hereinafter referred to as "this legal opinion"). The firm and its handling lawyers have strictly performed their statutory duties 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 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, Following the principles of diligence and good faith, we have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
During the investigation for issuing this legal opinion, the sponsor (co lead underwriter) and the co lead underwriter promise to truthfully provide all the original written materials, copies and oral testimony deemed necessary by our lawyers for issuing this legal opinion, and ensure their authenticity, accuracy, integrity and effectiveness; Ensure that the seals and signatures on relevant documents are true, and the photocopies of relevant documents are consistent with their originals; We promise not to make false or misleading statements to our lawyers. If there are false, misleading statements or major omissions, we are willing to bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as a necessary legal document for this issuance, report it together with other materials, and is willing to bear corresponding legal liabilities. This legal opinion is only used for the purpose of placement verification of strategic investors in the issuance of Copper Crown copper foil, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange issues the following legal opinions:
1、 On the subject qualification of strategic investors in this offering
According to the information of Anhui Tongguan copper foil Group Co., Ltd. strategic placement plan for initial public offering and listing on the gem (hereinafter referred to as the "placement plan"), the strategic placement object of this issuance is composed of the special asset management plan of the issuer's senior managers and core employees and the follow-up investment of relevant subsidiaries of the sponsor.
The strategic investors participating in the strategic placement of the issuer are Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as "Zhengyu investment") and Guotai Junan Securities Co.Ltd(601211) Junxiang gem Tongguan copper foil No. 1 strategic placement collective asset management plan (hereinafter referred to as "Tongguan copper foil No. 1 asset management plan").
1. Details of Zhengyu investment
(1) Basic information
After consulting the business license and other materials held by Zhengyu investment, our lawyers found that Zhengyu investment now holds the business license issued by Shanghai market supervision and Administration Bureau, with the unified social credit code of 91310000ma1fl54t3m and the type of limited liability company (sole proprietorship of legal person invested or controlled by non natural person), The business term is from February 12, 2018 to no fixed term. The legal representative is Wen Zhi. The domicile is room 1106, No. 3255, Zhoujiazui Road, Yangpu District, Shanghai. The registered capital is RMB 300 million. The business scope is "equity investment and investment in financial products. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]".
(2) Controlling shareholder and actual controller
As of the date of issuance of this legal opinion, Zhengyu investment is a wholly-owned subsidiary established by the sponsor (joint lead underwriter) Guotai Junan Securities Co.Ltd(601211) , Guotai Junan Securities Co.Ltd(601211) holds 100% of its equity, and Guotai Junan Securities Co.Ltd(601211) actually controls Zhengyu investment. Prior to this issuance, csyu investment did not hold shares of the issuer or its controlling shareholders or important related parties.
(3) Strategic placement qualification
According to the provisions on "strategic placement" in Chapter III and "follow-up investment of relevant subsidiaries of the sponsor" in Chapter IV of the implementation rules, as an alternative investment subsidiary legally established by the sponsor (joint lead underwriter) Guotai Junan Securities Co.Ltd(601211) , csyu investment is qualified to participate in the strategic placement of the issuer's initial public offering, Comply with the provisions of item (IV) of Article 32 of the implementation rules.
According to the relevant provisions of the code for the management of alternative investment subsidiaries of securities companies, Guotai Junan Securities Co.Ltd(601211) has fully undertaken the alternative investment business other than the list of self operated investment varieties by csyu investment since 2018, and the compliance and risk management of csyu investment have been incorporated into the parent company's Guotai Junan Securities Co.Ltd(601211) unified system.
(4) Association relationship
Upon verification, securities margin investment is a wholly-owned subsidiary of Guotai Junan Securities Co.Ltd(601211) , and there is no correlation between securities margin investment and Ping An Securities and the issuer.
(5) Sources of subscription funds participating in strategic placement
The funds used by Zhengyu investment to participate in this strategic placement are its own funds. After verification, according to the audit report of the latest fiscal year and the financial report of the latest period, the working capital of Zhengyu investment is sufficient to cover the subscription capital of the strategic placement agreement signed with the issuer.
Based on the above, the exchange believes that csyu investment is a legally existing limited liability company established in accordance with legal procedures, and csyu investment is a wholly-owned subsidiary of the sponsor Guotai Junan Securities Co.Ltd(601211) , which directly holds 100% of the equity of csyu investment, which is in line with the provisions of the implementation rules and special provisions, Zhengyu investment has the subject qualification of strategic investors participating in the strategic placement of this issuance.
2. Details of Tongguan copper foil No. 1 asset management plan
(1) Basic information
The lawyers of the firm have consulted the management contract of Guotai Junan Securities Co.Ltd(601211) Junxiang gem Tongguan copper foil No. 1 strategic placement collective asset management plan (hereinafter referred to as "asset management contract") of Tongguan copper foil No. 1 asset management plan, the Filing Certificate of asset management plan, the resolution of the board of directors of the issuer and other materials, and logged on the website of China Securities Investment Fund Association (www.amac. Org. CN) The specific information is as follows:
Tongguan copper foil No. 1 asset management plan was established on December 20, 2021. The manager is Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd. and the custodian is China Merchants Bank Co.Ltd(600036) . The scale of raised funds is 89.03 million yuan. The actual dominant entity is Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd; The actual controlling entity is not the senior management and core employees of the issuer. Tongguan copper foil No. 1 asset management plan currently exists legally, has completed relevant filing procedures, and obtained the Filing Certificate of China Securities Investment Fund Industry Association on December 23, 2021, with product code of stn732.
The names, positions and proportions of the issuer's senior managers and core employees participating in the establishment of Tongguan copper foil No. 1 asset management plan are as follows:
Serial number name position subscription share subscription proportion
(10000 yuan) (%)
1 Gan Guoqing, director and general manager 450.00 5.05
2 Lu Binghu, director and deputy general manager 400.00 4.49
3 Zhao Jinmin, Secretary of Discipline Inspection Commission 300.00 3.37
4 Tan Ping, assistant manager and director of general affairs department 300.00 3.37
5 Jia Jintao subsidiary manager 300.00 3.37
6 Wang Tong, deputy general manager 250.00 2.81
7 Gao Yu, director of the party mass department and senior business director 240.00 2.70
8 Chen Zhuo, Secretary of the board of directors and financial director 220.00 2.47
9 Zheng Xiaowei, director and subsidiary manager 220.00 2.47
No. name position subscription share subscription proportion (10000 yuan) (%)
10 deputy general manager of indavid 200.00 2.25
11 Zhu Yong, director of manufacturing department and senior technical director 186.00 2.09
12 Li Wei, deputy secretary of Discipline Inspection Commission 90.00 1.01
13 Wei Ping full time discipline inspector 90.00 1.01
14 Wang Changhong, deputy director of environmental protection department 90.00 1.01
15 Liu Xiaoyong, vice chairman of trade union 90.00 1.01
16 Wang Junlin, Minister of planning and finance department 90.00 1.01
17 Zhang Jian, deputy director of manufacturing department 90.00 1.01
18 sun Dewang, director of quality department 90.00 1.01
19 Tang Lu accounting supervisor 90.00 1.01
Length of 20 tensioning section 90.00 1.01
21 Xia Xuguang, deputy director of manufacturing department 90.00 1.01
22 Party branch secretary of Wang Fulai workshop 90.00 1.01
23 shurengui section length 90.00 1.01
twenty-four
