Shanghai jintiancheng law firm
About Shipu Testing Technology (Shanghai) Co., Ltd
Verification matters of strategic investors who make initial public offerings and are listed on the gem
Legal opinion
Address: 9, 11, 12 floor, Shanghai Center Tower, Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shipu Testing Technology (Shanghai) Co., Ltd
Verification matters of strategic investors who make initial public offerings and are listed on the gem
Legal opinion
To: Haitong Securities Company Limited(600837)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) ", "sponsor" or "lead underwriter"), The lawyer of the firm is appointed to verify the strategic investors involved in the initial public offering of shares and listing on the gem (hereinafter referred to as "the offering") of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as "the issuer", "the company" and "Shipu testing") organized and implemented by Haitong Securities Company Limited(600837) as the lead underwriter.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the measures for the administration of securities Issuance and underwriting, and the special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the "special provisions") In accordance with the relevant provisions of laws, regulations and normative documents 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, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The lawyers of the firm checked the strategic investors involved in this offering and issued the legal opinions of Shanghai jintiancheng law firm on the verification of strategic investors of Shipu Testing Technology (Shanghai) Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as "this legal opinion").
Section I statement
1、 The firm and its lawyers have strictly performed their statutory duties in accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of securities legal business of law firms, 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, necessary verification has been carried out.
2、 Based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents in force as of the date of issuance of this legal opinion, the exchange expresses legal opinions only on the selection criteria of strategic investors, placement qualification and other related matters, and does not express opinions on other matters. 3、 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 issued or provided by relevant government departments, issuers, lead underwriters, other relevant units or relevant persons as the basis for issuing legal opinions.
4、 This legal opinion only expresses legal opinions on legal issues in China related to this offering. The exchange and the handling lawyer are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and so on. When this legal opinion involves asset evaluation, accounting audit, investment decision-making and other contents, it is quoted in strict accordance with the professional documents issued by relevant intermediaries, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
5、 In order to issue this legal opinion, our lawyers have strictly performed their statutory duties, conducted necessary verification and verification on the relevant documents and materials submitted by Haitong Securities Company Limited(600837) to the exchange, and listened to the statements and explanations of Haitong Securities Company Limited(600837) relevant personnel on the relevant situation of strategic investors.
6、 This legal opinion is only for the use of the issuer and its lead underwriter for the purpose of this offering, and shall not be used for any other purpose by any other person without the written permission of the lawyers of the exchange.
Section II main body
1、 Basic information of this offering
According to the recommendation agreement between Shipu Testing Technology (Shanghai) Co., Ltd. and Haitong Securities Company Limited(600837) on initial public offering and listing on the gem and the underwriting agreement between Shipu Testing Technology (Shanghai) Co., Ltd. and Haitong Securities Company Limited(600837) on initial public offering and listing on the gem signed by the issuer and Haitong Securities Company Limited(600837) respectively, It is agreed that the issuer shall employ Haitong Securities Company Limited(600837) as the sponsor and lead underwriter of this issuance. As of the date of issuance of this legal opinion, Haitong Securities Company Limited(600837) holds the business license and the license of the people's Republic of China for securities and futures business, and the qualification of recommendation and underwriting is legal and valid.
As of the date of issuance of this legal opinion, the issuance has been approved by the 43rd review meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021, and the issuance registration procedures of China Securities Regulatory Commission have been fulfilled.
2、 Strategic investors involved in this offering
According to the special verification report of Haitong Securities Company Limited(600837) on the strategic placement of initial public offering shares of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "verification report") issued by Haitong Securities Company Limited(600837) , The strategic investors in this offering are Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as "Haitong venture capital") and Fucheng Haifutong Shipu testing No. 1 employee, who participated in the gem strategic placement collective asset management plan (hereinafter referred to as "Shipu testing asset management plan"), and the issuer has signed a strategic placement agreement with the above-mentioned strategic investors.
(I) Haitong venture capital
According to the business license and articles of association of Haitong venture capital, and through the inquiry of our lawyers in the national enterprise credit information publicity system, the basic information of Haitong venture capital is as follows:
Name: Haitong innovation Securities Investment Co., Ltd
Unified social credit Code: 91310000594731424m
Registered capital: 1.15 billion yuan
Date of establishment: April 24, 2012
Address: room 107n, building 2, No. 774, Changde Road, Jing'an District, Shanghai
Business scope: securities investment, financial product investment, equity investment.
[projects subject to approval according to law shall be approved by relevant departments
Business activities can be carried out only after approval by relevant departments]
Shareholder Haitong Securities Company Limited(600837)
(II) practical testing information management plan
According to the contract and filing supporting documents of Shipu testing asset management plan provided by the issuer, and through the inquiry of our lawyers in the system of China Securities Investment Fund Association, the basic information of Shipu testing asset management plan is as follows:
Specific name: the manager of the initial subscription amount of the actual controlling entity's commitment to subscribe
Module (10000 yuan) quantity (share)
Fucheng Haifutong real estate test 1 employees of Shanghai Fucheng Haifutong capital Shanghai Fucheng Hai participate in gem Strategic Asset Management Co., Ltd. 5168 10% Fucheng asset management placement collective asset management planning Co., Ltd
Note 1: "committed subscription scale" and "initial subscription quantity" in the above table refer to the upper limit of committed subscription amount and initial subscription quantity agreed in the strategic placement agreement signed between the strategic investor and the issuer and the sponsor. All strategic investors have agreed that the issuer will place shares at the final issue price, and the number of shares placed shall be the lower of the number of shares initially subscribed and the number of shares determined by the issue price determined according to the preliminary inquiry results and the actual payment amount. The number of shares determined based on the issuance price and the actual payment amount determined according to the preliminary inquiry results is calculated as follows: number of shares = actual payment amount ÷ the issuance price, rounded down to single digits.
A total of 17 people participated in the real estate testing asset management plan. The names, positions, whether they are directors, supervisors and senior managers of the issuer, payment amount, subscription proportion, etc. of the participants are as follows:
Name and position of the order: whether it is the holding proportion of Dong Jiangao (10000 yuan) in the special asset management plan no. of contribution amount
1. Chairman Yang Jin and general manager 888 17.18%
2 deputy general manager Liu Liying is 570 11.03%
3 Ye Yan, deputy general manager and Secretary of the board of directors, 1069 20.68%
4 Fu Xiaoqing regional Deputy General Manager no 203 3.93%
5 Gu Jun, deputy technical manager no 162 3.13%
6 Zhang Zhihong regional Deputy General Manager no 147 2.84%
7 he Jincheng business manager no 163 3.15%
8 Hu Peilei's technical manager and chairman of the board of supervisors are 143 2.77%
9 long Yuhui business director no 100 1.93%
10 Wu Xinna business director no 306 5.92%
11 Peng Tinghui Quality Director no 408 7.89%
12 Liang Jiao's regional principal, employee representative and supervisor are 147 2.84%
13. Whether to enter the administrative director after operation 100 1.93%
14 Weiliu financial advisor no 215 4.16%
15 the deputy general manager of Huangshan Mei is 215 4.16%
16 Li Maozhi, CFO 179 3.46%
17 Liu LVYE R & D director no 153 2.96%
Total 5168 100.00%
Note 1: the difference in the mantissa between the sum of the total number and the number of each part is caused by rounding; Note 2: all the funds raised by Shipu testing asset management plan can be used to participate in this strategic placement, including but not limited to paying the price and related expenses of this strategic placement.
In conclusion, the strategic investors of the issuer in this offering are Haitong venture capital and Shipu testing asset management plan.
3、 Verification of strategic placement
(I) placement qualification of Haitong venture capital
1. Selection criteria of strategic investors
According to the business license, the articles of association and the verification report issued by Haitong Securities Company Limited(600837) of Haitong venture capital, and through the inquiry of our lawyers in the national enterprise credit information publicity system, Haitong venture capital is an alternative investment subsidiary of Haitong Securities Company Limited(600837) and Haitong Securities Company Limited(600837) is the sponsor of the issuer's issuance. Therefore, Haitong venture capital is a strategic investor specified in paragraph 4 of Article 32 of the detailed rules for the implementation of the.
2. Controlling shareholder and actual controller
According to the articles of association of Haitong venture capital and the verification report issued by Haitong Securities Company Limited(600837) , and through the inquiry of our lawyers in the national enterprise credit information publicity system, the controlling shareholder of Haitong venture capital is Haitong Securities Company Limited(600837) , and the actual controller is Haitong Securities Company Limited(600837) .
3. Association relationship
According to the commitment letter issued by the issuer, the commitment letter issued by Haitong venture capital and the verification report issued by Haitong Securities Company Limited(600837) , Haitong venture capital is an alternative investment subsidiary of Haitong Securities Company Limited(600837) ; Haitong venture capital has no relationship with the issuer.
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