Beijing Haiwen law firm
About Suzhou Dongwei Semiconductor Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange
Special verification of strategic investors
Legal opinion
January 2002
Beijing Haiwen law firm
About Suzhou Dongwei Semiconductor Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange
Special verification of strategic investors
Legal opinion
To: China International Capital Corporation Limited(601995)
Suzhou Dongwei Semiconductor Co., Ltd. (hereinafter referred to as the "issuer" or "company") applies for initial public offering and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "issuance"), and the issuance adopts directional placement to strategic investors (hereinafter referred to as the "strategic placement") Offline inquiry placement to qualified investors and online pricing issuance to qualified social public investors are combined. China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "lead underwriter") serves as the sponsor (lead underwriter) of this offering, and Beijing Haiwen law firm (hereinafter referred to as "the exchange" or "we") is entrusted by the lead underwriter, Issue a legal opinion on whether the placement qualification of the investors participating in the strategic placement (hereinafter referred to as "strategic investors") meets the requirements of laws and regulations (hereinafter referred to as "this legal opinion").
In order to issue this legal opinion, the exchange has verified the necessary documents provided by the lead underwriter and the strategic investor in accordance with the requirements of the exchange, and has obtained the following guarantee from the lead underwriter and the strategic investor: all licenses / certificates and other documents provided for the purpose of participating in this strategic placement are true, comprehensive, valid and legal. On the basis of reviewing the above documents, 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 securities issuance and underwriting, the opinions on the implementation of the pilot registration system for the establishment of the science and innovation board in Shanghai Stock Exchange, the measures for the Administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation), 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 "guidelines for issuance and underwriting No. 1") and other relevant laws and regulations, as well as the business rules of Shanghai Stock Exchange (hereinafter collectively referred to as the "relevant applicable rules") The relevant requirements of the and the regulatory opinions of Shanghai Stock Exchange have verified the matters related to the strategic placement and issued this legal opinion.
In order to issue this legal opinion, we hereby make the following statement:
1. For the fact that the issuance of this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents or oral statements issued by the regulatory authority, the issuer, the lead underwriter, strategic investors or other relevant institutions and the information disclosed by the relevant information publicity platform to issue corresponding opinions.
2. The exchange makes this legal opinion in accordance with the facts that have occurred or exist before the issuance date of this legal opinion, the relevant laws, administrative regulations and normative documents in force in China and the provisions of Shanghai Stock Exchange. The exchange determines whether certain matters are legal and effective based on the applicable laws, administrative regulations and normative documents and the business rules of Shanghai Stock Exchange when such matters occur, and also takes full account of the relevant approvals, confirmations and instructions given by the regulatory authorities, whether written or oral.
3. In accordance with the relevant laws, administrative regulations, normative documents and the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has conducted necessary verification and verification, and guaranteed that this legal opinion is free from false records, misleading statements and major omissions.
4. This legal opinion is only for the purpose of this strategic placement. In addition, this legal opinion shall not be used by any other person or for any other purpose without the written permission of the exchange.
Based on the above, the exchange makes the following legal opinions:
1、 Selection criteria and placement qualification of strategic investors in this offering
According to Article 8 of the issuance and underwriting guidelines No. 1, 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 paragraph (II) of Article 18 of the implementation measures, strategic investors participating in stock placement shall use their own funds and shall not accept entrustment or entrust others to participate, except for securities investment funds and other entities established according to law and meeting specific investment purposes.
According to the strategic placement plan of Suzhou Dongwei Semiconductor Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "strategic placement plan") and other relevant materials provided by the lead underwriter and verified by our lawyers, the selection criteria of the issuer and the lead underwriter for Strategic investors are as follows:
(1) Relevant subsidiaries of the sponsor participating in the follow-up investment;
(2) The senior management and core employees of the issuer participated in the special asset management plan established by this strategic placement.
According to the strategic placement plan and other relevant materials provided by the lead underwriter and verified by our lawyers, there are two strategic investors participating in the strategic placement. The list and types of these strategic investors are shown in the table below:
Serial number name of strategic investor type of strategic investor
China Zhongjin wealth Securities Co., Ltd. (in Chinese)
1 hereinafter referred to as "CICC wealth" or "sponsor and related subsidiaries of sponsor participating in follow-up investment"
Investment subsidiary ")
Staff No. 40 of Zhongjin Fengzhong participated in the science and Innovation Board war, and the issuer's senior management and core staff participated in the collective asset management plan of the strategic placement (the special asset management plan established by the strategic placement below)
Hereinafter referred to as "Fengzhong No. 40 asset management plan")
(I) basic information of strategic investors
1. China CICC wealth Securities Co., Ltd
(1) Basic information
According to the business license, articles of association and other materials of CICC fortune and the confirmation of CICC fortune, and through the lawyers of this firm, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) The basic information of CICC wealth is as follows:
Company name: CICC wealth Securities Co., Ltd
Date of establishment: September 28, 2005
Unified social credit code 91440300779891627f
Legal representative: Gao Tao
Registered capital: 800 million yuan
Registered address: China Resources Building, 2666 Keyuan South Road, Haizhu community, Yuehai street, Nanshan District, Shenzhen
L4601-L4608
Securities brokerage; Securities investment consulting; Financial business scope consultant related to securities trading and securities investment activities; Securities underwriting and recommendation; Self operated securities; Securities asset management; Selling securities investment funds on a commission basis; Providing intermediary services for futures companies; Margin trading; Sell financial products on a commission basis.
Equity structure China International Capital Corporation Limited(601995) holds 100% equity
Upon verification by our lawyers, CICC wealth is a limited liability company established according to law, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
(2) Association relationship
Upon verification by our lawyers, CICC wealth is a wholly-owned subsidiary of China International Capital Corporation Limited(601995) and there is no relationship between CICC wealth and the issuer.
(3) Strategic placement qualification
According to Article 19 of the implementation measures, the science and Innovation Board tried out the follow-up investment system of relevant subsidiaries of the sponsor. The relevant subsidiaries legally established by the issuer's recommendation institution or other relevant subsidiaries legally established by the securities company that actually controls the recommendation institution shall participate in the strategic placement of this issuance and set a sales restriction period for the allocated shares. According to the confirmation of CICC wealth and the verification of our lawyers, CICC wealth is a wholly-owned subsidiary of the sponsor (lead underwriter) China International Capital Corporation Limited(601995) , which belongs to the "relevant subsidiary of the sponsor participating in follow-up investment". It participates in follow-up investment according to the requirements of the above laws and regulations and is qualified to participate in the strategic placement of the issuer's initial public offering, Comply with the relevant provisions of Chapter III of the issuance and underwriting guidelines No. 1 on "follow-up investment of relevant subsidiaries of sponsors".
According to the commitment letter issued by CICC Wealth: 1) it has the corresponding legal qualification of securities investment subject, has performed the internal and external approval procedures for participating in this strategic placement in accordance with the law, and its participation in this strategic placement is in line with its investment scope and investment field. There are no laws, administrative regulations, China Securities Regulatory Commission The normative documents issued by Shanghai Stock Exchange and China Securities Association or their articles of association prohibit or restrict participation in this strategic placement; 2) It is the actual holder of the strategic placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement; 3) It has good market reputation and influence, strong capital strength, recognizes the long-term investment value of the issuer, and will subscribe for the promised number / amount of shares of the issuer according to the finally determined issue price.
(4) Sources of subscription funds participating in strategic placement
According to the commitment letter issued by CICC wealth, the capital source for its subscription of the strategic placement shares is its own funds, which is in line with the investment direction of the funds. According to the verification of the consolidated financial statements of CICC wealth as of June 2021, the monetary capital of CICC wealth is sufficient to cover the committed subscription amount agreed in the subscription agreement signed between CICC wealth and the issuer.
(5) Relevant commitments
According to the commitment letter issued by CICC wealth, CICC wealth 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 of the issuer during the restricted sale period of the allocated shares.
2. Employee No. 40 of Zhongjin Fengzhong participated in the strategic placement collective asset management plan of the science and innovation board
(1) Basic information
According to the asset management contract, filing certificate and other materials of Fengzhong No. 40 asset management plan, and through the lawyers of the exchange, it is posted on the website of China Securities Investment Fund Association (www.amac. Org. CN.) Through inquiry, the basic information of Fengzhong No. 40 asset management plan is as follows:
Product Name: employee No. 40 of Zhongjin Fengzhong participates in the collective asset management plan for strategic placement of science and Innovation Board
Product code stp872
Name of administrator China International Capital Corporation Limited(601995)
Name of custodian: Guangdong Development Bank Co., Ltd
Filing date: December 30, 2021
Date of establishment: December 29, 2021
Maturity date: December 29, 2031
Investment type equity
(2) Actual dominant subject
According to the asset management contract of Fengzhong No. 40 asset management plan, China International Capital Corporation Limited(601995) as the manager of Fengzhong No. 40 asset management plan, has the following rights: 1) independently manage and use the collective plan property in accordance with the asset management contract; 2) Timely and fully obtain the manager's management expenses and performance remuneration (if any) in accordance with the asset management contract; 3) Exercise the rights arising from the property investment of the asset management plan in accordance with relevant provisions and the asset management contract; 4) Supervise the custodian in accordance with the asset management contract and other relevant provisions. If the custodian violates the asset management contract or relevant laws and regulations and causes significant losses to the assets of the asset management plan and the interests of other parties, it shall take timely measures to stop it and report to the relevant dispatched offices of the CSRC and the Fund Industry Association; 5) Provide or entrust service institutions recognized by the CSRC and the securities investment fund industry association to provide services such as raising, share registration, valuation and accounting, information technology system, etc. for the asset management plan, and conduct necessary supervision and inspection on their behavior; 6) Exercise ownership registration and other rights generated in the process of investment on behalf of the asset management plan in the name of the manager; 7) Other rights stipulated by laws and regulations, China Securities Regulatory Commission, securities investment fund association and asset management contract.
Based on the above, the exchange believes that the actual controlling subject of Fengzhong No. 40 asset management plan is its manager China International Capital Corporation Limited(601995) .
(3) Deliberations of the board of directors and personnel composition
On December 10, 2021, the issuer held the seventh meeting of the first board of directors, deliberated and adopted the proposal on the strategic placement of the company's senior managers and core employees participating in the company's initial public offering and listing on the science and innovation board.
According to the confirmation of the issuer, the personnel participating in this strategic placement shall meet the following conditions: 1) senior management of the company; 2) Core employees of the company. Among them, the identification criteria of the company's core employees are: 1) the core technicians identified and disclosed in the company's prospectus for initial public offering and listing on the science and innovation board; Or 2) key personnel who have served as the backbone of the department or more than two years in the company. According to the confirmation of the company, all the participants in this strategic placement meet the conditions that the above-mentioned participants should meet. For the specific list, see the annex to this legal opinion.
According to the confirmation of the issuer and the verification of our lawyers, the above personnel have signed labor contracts with the issuer or its branches.
According to the commitment made by the personnel participating in the strategic placement, the subscription funds of the issuer's senior management and core employees participating in the strategic placement are equal
