Beijing Deheng Law Firm
About the IPO of Guangdong Weide Information Technology Co., Ltd. and its listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
Beijing Deheng Law Firm
About Guangdong Weide Information Technology Co., Ltd
Initial public offering and listing on the science and Innovation Board
Verification of strategic investors
Legal opinion
Deheng 01f20210465-01 to: Citic Securities Company Limited(600030)
Beijing Deheng Law Firm (hereinafter referred to as "the firm") is entrusted by the sponsor and lead underwriter Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as its special legal adviser to lead the initial public offering of shares on the science and Innovation Board of Guangdong Weide Information Technology Co., Ltd. (hereinafter referred to as "the issuer"), 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 underwriting, 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 rules for the issuance and underwriting 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 relevant provisions of laws, administrative regulations, rules and normative documents such as the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) have strictly performed their statutory duties and followed the principles of diligence and good faith, On the basis of full verification and verification of relevant materials provided by the issuer and strategic investors, this legal opinion is issued independently, objectively and impartially 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 liabilities.
In order to issue this legal opinion, we and our lawyers specially declare as follows:
1. This legal opinion is issued only on the basis of all original written materials, duplicate materials, scanned documents and testimony of relevant personnel provided by relevant parties to the exchange. The lawyers of the firm have been guaranteed by the parties concerned, and they 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, and there are no false records, misleading statements and major omissions; Relevant duplicate materials or copies are consistent with the original; The signatures and seals in these documents are true and valid.
2. Our lawyers only express legal opinions on the relevant facts that have occurred or exist before the date of issuance of this legal opinion, and do not express any opinions on accounting, audit, asset evaluation, professional technology, commerce and other non legal professional matters. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and testimony issued by the relevant parties.
3. The facts, information and data involved in describing or quoting legal issues in this legal opinion are the valid facts and data limited by the foregoing provisions provided to our lawyers by the relevant parties as of the date of issuance of this legal opinion. Our lawyers do not investigate and certify the authenticity and accuracy of any factual statements and warranties contained in the documents. The exchange agrees to submit this legal opinion as a necessary legal document for the issuer's initial public offering of RMB common shares and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "this offering") together with other application documents. The exchange agrees that the lead underwriter shall quote the contents of this legal opinion, but the quotation shall not lead to legal ambiguity or misinterpretation.
This legal opinion is only for the purpose of this issuance and shall not be used for other purposes.
Based on the above, our lawyers, in accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, issue this legal opinion:
1、 Number of strategic investors and placements in this offering
According to the issuance and underwriting plan, and after verification, the subscription agreement on the initial public offering and listing on the science and Innovation Board of Guangdong Weide Information Technology Co., Ltd. signed by the issuer and strategic investors, The investor participating in the issuer's strategic placement is Citic Securities Company Limited(600030) Investment Co., Ltd., a wholly-owned subsidiary of the sponsor Citic Securities Company Limited(600030) (hereinafter referred to as "CSI investment").
The issuer's total share capital before issuance was 62.83 million shares. This time, it plans to apply for issuing 20943400 RMB ordinary shares to the public. The total share capital after issuance is 83.7734 million shares, accounting for about 25.00% of the total shares of the company after issuance. All the shares issued this time are new shares, and there is no transfer of old shares.
According to the contents of the issuance and underwriting plan, the initial strategic placement number of the issuance is 104717 shares, which does not exceed 5.00% of the number of shares issued this time.
The number of strategic investors shall not exceed 10, and the total number of shares placed by strategic investors shall not exceed 20% of the number of shares issued to the public, which shall comply with the provisions of Article 6 of the underwriting guidelines, paragraph 3 of Article 17 of the implementation measures and Article 19 of the implementation measures. The specific proportion and amount will be finally determined according to the underwriting guidelines after the issuance price is determined on T-2.
(I) situation of strategic investors
1. Basic information
According to the business license issued by Qingdao Laoshan district market supervision and Administration Bureau on September 29, 2021, and through the inquiry of our lawyer in the national enterprise credit information publicity system, CSI was established on April 1, 2012. As of the date of issuance of this legal opinion, the basic information of CSI is as follows:
Company name Citic Securities Company Limited(600030) Investment Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit code 91370212591286847j
Legal representative: Fang Hao
The registered capital is 140 million yuan
Business term: April 1, 2012 to no fixed term
Address: room 2001, building 1, International Finance Plaza, No. 222, Shenzhen road, Laoshan District, Qingdao
Investment in financial products, securities investment and equity investment (the above scope shall be registered with the China securities investment fund business scope Association, and shall not engage in financial services such as deposit absorption, financing guarantee and customer financing from the public without the approval of the financial regulatory department according to law).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Equity structure and investment quality of CSI
According to the current effective articles of association of CSI, CSI is a wholly-owned subsidiary of Citic Securities Company Limited(600030) , and Citic Securities Company Limited(600030) holds 100% equity of CSI.
According to the announcement of members of private investment fund subsidiaries and alternative investment subsidiaries of securities companies (the Seventh Batch) announced by China Securities Association on January 17, 2018, CSI is an alternative investment subsidiary of Citic Securities Company Limited(600030) .
After verification of the current valid business license and articles of association of CSI, and through the inquiry of our lawyers on the national enterprise credit information publicity system, our lawyers believe that CSI is a legally established and effectively existing limited liability company, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
3. Controlling shareholder
Upon verification, CSI is a wholly-owned subsidiary established by the sponsor Citic Securities Company Limited(600030) , and Citic Securities Company Limited(600030) holds 100% of its equity.
4. Qualification of strategic placement subject
According to the provisions on "strategic investor" in Chapter II of the underwriting guidelines, as a relevant subsidiary of the sponsor participating in the follow-up investment, the strategic investor is qualified to participate in the issuer's strategic placement of this offering, and meets the provisions of item (IV) of Article 8 of the underwriting guidelines.
5. Relationship
Upon verification, CSI is a wholly-owned subsidiary of the sponsor Citic Securities Company Limited(600030) . There is no other related relationship between CSI investment and the issuer and the lead underwriter.
6. Sources of subscription funds participating in strategic placement
According to the latest annual audit report provided by CSI, the working capital of CSI is sufficient to cover the subscription capital of the subscription agreement signed between CSI and the issuer; Meanwhile, according to the commitment issued by CSI, the funds used by CSI to pay this strategic placement are its own funds.
7. Lock up period and related commitments
CSI promises to hold the shares allocated this time for 24 months from the date of the issuer's initial public offering and listing. After the expiration of the restricted sale period, the reduction of the allocated shares by CSI shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction.
CSI promises not to use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and not to seek the control right of the issuer during the restricted sale period of the allocated shares.
2、 Selection criteria and placement qualification of strategic investors
(I) selection criteria of strategic distributors
The strategic placement is made by the sponsor and the investment subsidiary China Securities Investment Corporation. Our lawyers believe that the strategic placement complies with the provisions of Article 8 of the underwriting guidelines on the selection criteria of investors participating in the issuer's strategic placement. (II) placing qualifications and conditions of strategic distributors
On December 30, 2021, CSI issued the letter of commitment on matters related to the strategic placement of Guangdong Weide Information Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as "CSI investment commitment letter"), promising that CSI will subscribe for the strategic placement with its own funds and meet the investment purpose of the funds; CSI is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement; CSI promises to obtain the restricted period of the shares placed this time for 24 months from the date of the issuer's initial public offering and listing, and promises not to transfer the shares held this time during the restricted period in any form; CSI promises that it will not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and will not seek the control right of the issuer during the restricted sale period of the allocated shares; Promise not to participate in offline inquiry, and promise to subscribe for the promised number of shares according to the final issue price. According to the above letter of commitment and verification, our lawyers believe that CSI, as a strategic investor, meets the relevant provisions on the placement qualification and conditions of strategic investors in Article 14 of the administrative measures for securities issuance and underwriting, Article 7 of the underwriting guidelines and Article 18 of the implementation measures.
3、 There is no relevant prohibition in this strategic placement
On December 25, 2021, the issuer issued the letter of commitment of Guangdong Weide Information Technology Co., Ltd. on the verification of strategic investors for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "letter of commitment of the issuer").
According to the CSI investment commitment letter and the issuer commitment letter and verified by the lawyers of the bourse, there is no situation in this strategic placement that "the issuer and the lead underwriter promise to the strategic investors that the share price will rise after listing, or the issuer will buy back the shares or give any form of economic compensation if the share price does not rise" in Item (I) of Article 9 of the underwriting guidelines; In this strategic placement, there is no situation in Item (II) of Article 9 of the underwriting guidelines that "the lead underwriter introduces strategic investors on the condition of promising to share the underwriting expenses, introducing other issuers to participate in the strategic placement, and returning the brokerage commission for the placement of new shares"; In this strategic placement, there is no case of "the issuer subscribing for securities investment funds managed by the issuer's strategic investors after listing" in Item (III) of Article 9 of the underwriting guidelines; The strategic placement to the recommendation institution and the investment company does not exist in Item (IV) of Article 9 of the underwriting guidelines that "the issuer undertakes to appoint persons associated with the strategic investor as directors, supervisors and senior managers of the issuer during the restricted sale period of the shares allocated to the strategic investor"; There is no situation in Item (V) of Article 9 of the underwriting guidelines that "except for the circumstances specified in paragraph 3 of Article 8 of the guidelines, strategic investors use non self owned funds to subscribe for the issuer's shares, or accept the entrustment of other investors or entrust other investors to participate in the strategic placement"; There is no "other direct or indirect transfer of interests" in Item (VI) of Article 9 of the underwriting guidelines in this strategic placement.
Based on the above, our lawyers believe that there are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines for the issuer and the lead underwriter to place shares in the investment strategy of CSI, a sponsor and a subsidiary.
4、 Conclusion
In conclusion, our lawyers believe that CSI is a follow-up subsidiary of the issuer's recommendation institution Citic Securities Company Limited(600030) , and as a strategic investor in this offering, it meets the provisions on the selection criteria of investors participating in the issuer's strategic placement in Article 8 of the underwriting guidelines; CSI meets the relevant provisions on the placement qualification of strategic investors in Article 8 of the underwriting guidelines and Article 18 of the implementation measures, and is qualified for strategic placement; There are no prohibited circumstances stipulated in Article 9 of the underwriting guidelines for the placement of shares by the issuer and the lead underwriter to CSI investment.
This legal opinion shall come into force after being signed by the person in charge of the office and the undertaking lawyer and stamped with the official seal of the office.
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