Beijing Weiming law firm
About Chengdu kunhengshunwei Technology Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on science and Innovation Board
Beijing Weiming law firm
Lockage b-1213, 103 huizhongli, Chaoyang District, Beijing
Tel: 010-64433855
Beijing Weiming law firm
About Chengdu kunhengshunwei Technology Co., Ltd
Verification matters of strategic investors in initial public offering and listing on the science and Innovation Board
Legal opinion
To: Minsheng Securities Co., Ltd
Beijing Weiming law firm (hereinafter referred to as "the firm"), as the special legal adviser of Chengdu kunhengshunwei Technology Co., Ltd. (hereinafter referred to as "the issuer" and "the company") who witnessed the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as "the offering"), verified the strategic placement of strategic investors participating in the offering, And issue this legal opinion.
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation), and the administrative measures for securities issuance and underwriting Measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (SZF [2021] No. 76) (hereinafter referred to as the "implementation measures"), guidelines for the application of the issuance and underwriting rules of the Shanghai Stock Exchange Kechuang board No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines") This legal opinion is issued in accordance with the provisions of the code for underwriting initial public offering under the registration system (hereinafter referred to as the "code for underwriting") and other laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, we and our lawyers declare that:
1. In accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Check the strategic investors of this offering in accordance with the requirements of laws, regulations and normative documents 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 lead underwriter and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the firm 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 copies of supporting documents, testimony, written statements or 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.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified the relevant documents and facts provided by the issuer, the lead underwriter and the strategic investor, and issued the following legal opinions:
1、 Basic information of strategic investors
(I) Minsheng securities kunheng Shunwei strategic placement No. 1 collective asset management plan
1. Subject information
According to the asset management contract (hereinafter referred to as the "asset management contract") and Filing Certificate of Minsheng securities kunheng Shunwei strategic placement No. 1 collective asset management plan (hereinafter referred to as the "asset management plan"), and through the lawyers of this firm on the website of China Securities Investment Fund Association (www.amac. Org. CN.) The basic information of the asset management plan is as follows:
Product Name: Minsheng securities kunheng Shunwei strategic placement No. 1 collective asset management plan
Product code str101 manager name Minsheng Securities Co., Ltd. custodian name Citic Securities Company Limited(600030) filing date 2022-01-11 establishment date 2022-01-07 investment type equity
2. Actual dominant subject
According to the relevant provisions of the asset management contract, the exchange believes that Rensheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities") is the actual controlling subject of the asset management plan.
3. Strategic placement qualification
The asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association on January 11, 2022, meets the provisions of Article 8 (V) of the underwriting guidelines, and is qualified for this strategic placement. 4. Personnel composition
The name, position and proposed subscription amount of participants in the asset management plan are as follows:
Sequence subscription amount Asset Management Plan No. name position employee category (10000 yuan) share holding proportion
1 Zhang Jilin general manager senior management 200 3.69%
2 Huang Yonggang, deputy general manager and senior management 100 1.84%
3. Li Wenjun, deputy general manager and senior management 100 1.84%
4 Zhao Yan, Secretary of the board of directors, senior management 300 5.53%
5 moulan financial director and senior management 150 2.76%
6 Wang Chuan R & D Center Manager core staff 310 5.71%
7 Yang Zhen R & D center engineer core staff 355 6.54%
8 Xu senjin technical support engineer core staff 350 6.45%
9 Tan Xiangbing, manager of Commerce Department, core staff 330 6.08%
10 Shi Yong industry director core staff 250 4.61%
11 Zhao Chuguang sales manager core staff 250 4.61%
More than 12 core employees of Rongcheng sales manager 200 3.69%
13 Chen Qian, marketing director, core staff 200 3.69%
14 Dou Shaobin production department manager core staff 200 3.69%
15 core staff of engineers in Shipu R & D center 200 3.69%
16 Zhang Jie R & D center engineer core staff 180 3.32%
17. Engineers and core employees of Feixin R & D center 160 2.95%
18 Zhang Lutian R & D center engineers and core employees 160 2.95%
19 Chen Shipu R & D center RF team leader core staff 155 2.86%
20 Chen Kaiguo R & D center hardware team leader core staff 155 2.86%
21 Ye Yuntao R & D center engineer core staff 145 2.67%
22 Hou Wenbin R & D center engineer core staff 130 2.40%
23 Jia Dongxu R & D center engineer core staff 126 2.32%
24 Lei Xiaojing R & D center engineer core staff 110 2.03%
25 Shen Liang R & D center engineer core staff 110 2.03%
26 Tan Lin Sales Manager core staff 100 1.84%
27 room security R & D center engineer core staff 100 1.84%
28 Wang Wei R & D center deputy chief engineer core staff 100 1.84%
29 he Haiyan hosts 100 accounting core employees 1.84%
30 Li Yinhua cost sponsor accounting core staff 100 1.84%
Total 5426 100.00%
After verification, the issuer has reviewed and approved the proposal on establishing special asset management plan for some senior executives and core employees to participate in the company's initial public offering of RMB common shares (A shares) and listing on the science and Innovation Board at the 19th meeting of the second board of directors on January 9, 2022; The lawyers of the firm have verified the relevant labor contracts, social security certificates, employment and other materials of the participants in the asset management plan. The participants in the asset management plan are the senior managers and core employees of the issuer. They have signed labor contracts with the issuer, and the labor relations exist legally. The core employees have mastered the relevant core information and hold the core positions, Generated after careful recommendation by the issuer.
5. Sources of funds involved in strategic placement
According to the commitment letter issued by the manager of the asset management plan, the capital source of the asset management plan participating in this strategic placement is the client's own capital.
(II) Minsheng Securities Investment Co., Ltd
1. Basic information
Enterprise name Minsheng Securities Investment Co., Ltd. unified social letter 91110000069614203b
Use code
Type: Feng Henian, legal representative of limited liability company
Registered capital: 400 million yuan establishment date: May 21, 2013
Block a, Jingji 100 building, No. 5016, Shennan East Road, Guiyuan street, Luohu District, Shenzhen
residence
Block 6701-01a
The business term is from May 21, 2013
