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CITIC Securities Co., Ltd
About shareholders of Shenzhen MGI Technology Co., Ltd
Inquire about the transfer of shares from specific institutional investors
Verification opinions on relevant qualifications
North Block, Excellence Times Square (Phase II), No. 8, Center 3rd Road, Futian District, Shenzhen, Guangdong Province
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities") is a shareholder of Shenzhen MGI Technology
Shareholders of CPE Investment (Hong Kong) 2018 Limited,
CHD Biotech Co-invest Limited, Tianjin Kunpeng Management Consulting Partnership (Limited Partnership), EarningVast Limited and Ascent Cheer Limited (hereinafter collectively referred to as the "Transferor") were entrusted to organize and implement the inquiry transfer from MGI shareholders to specific institutional investors before the initial offering (hereinafter referred to as the "Inquiry Transfer").
In accordance with the Implementation Opinions on the Establishment of the Science and Technology Innovation Board and the Pilot Registration System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Transfer and Placing of Inquiry (hereinafter referred to as the "Inquiry Transfer and Placing Guidelines") and other relevant regulations, CITIC Securities has verified the relevant qualifications of the shareholders participating in the inquiry transfer and issued this verification opinion.
1. The entrustment of the transfer of this inquiry
CITIC Securities received the entrustment of the transferor on the transfer of the inquiry, and entrusted CITIC Securities to organize the implementation of the inquiry transfer.
2. Verification of the relevant qualifications of shareholders participating in this inquiry and transfer
(1) Verification process
In accordance with the requirements of relevant laws and regulations, CITIC Securities has verified the relevant qualifications of the transferor. The transferor has issued a Letter of Commitment on Matters Concerning the Qualification of the Transferor of Issued Shares Issued Before the Initial Public Offering to Specific Institutional Investors. CITIC Securities has completed the verification of the qualifications of the transferor, conducted interviews and inquiries with the transferor, and collected relevant verification documents. In addition, CITIC Securities also verified the qualifications of the transferor through public information channel retrieval and other means.
(2) Verification of the situation
1、CPE Investment (Hong Kong) 2018 Limited
(1) Basic information
Business name CPE Investment (Hong Kong) Date of Establishment November 28, 2018
2018 Limited
Type: Limited Company: Investor: Cayenne Private
Enterprise III Limited
Registered address: Room 3201, 32/F, One Pacific Place, 88 Queensway, Admiralty, Hong Kong
CITIC Securities has verified the business registration provided by CPE Investment (Hong Kong) 2018 Limited
CPE Investment (Hong Kong) 2018 Limited does not have a business period
Expiration of the term, dissolution by shareholders' decision, dissolution due to merger or division, dissolution due to violation of laws and regulations or other normative documents
The business license has been revoked in accordance with the law, the business license has been ordered to close down or revoked, and the bankruptcy has been declared bankrupt due to the inability to pay off the debts due, and other circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association of the company.
CPE Investment (Hong Kong) 2018 Limited is a legal company.
(2) CPE Investment (Hong Kong) 2018 Limited did not breach the terms regarding the reduction of shareholdings
provisions or commitments made thereof.
(3) CPE Investment (Hong Kong) 2018 Limited is not the controlling shareholder or actual of MGI
Control people.
(4) CPE Investment (Hong Kong) 2018 Limited did not violate the "Shareholding Reduction of Shareholders of Listed Companies
The relevant provisions of the Interim Measures for the Administration of Shares and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers.
(5) The shares to be transferred belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) CPE Investment (Hong Kong) 2018 Limited is not a state-owned enterprise and does not violate the state
There are relevant regulations on asset management.
(7) CPE Investment (Hong Kong) 2018 Limited has completed the necessary deliberations for the transfer
or the approval process.
2、CHD Biotech Co-invest Limited
(1) Basic information
Business name: CHD Biotech Co-invest, Date of Establishment: May 4, 2020
Limited
Type: Limited Company, Investor: CPECHINA Fund III,
L.P.
Registered address Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
CITIC Securities verified the business registration documents provided by CHD Biotech Co-invest Limited and reviewed the company
According to interviews with industry personnel, CHD Biotech Co-invest Limited does not have any circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association due to the expiration of the business period, the decision of shareholders to dissolve, the dissolution due to merger or division, the revocation of business license due to violation of laws and regulations or other normative documents, the order to close down or be revoked, and the declaration of bankruptcy due to inability to pay off due debts. CHD BiotechCo-invest Limited is a legally existing company.
(2) CHD Biotech Co-invest Limited has not violated the provisions regarding the reduction of shareholdings or its
Commitments made.
(3) CHD Biotech Co-invest Limited is not the controlling shareholder or actual controller of MGI.
(4) CHD Biotech Co-invest Limited did not violate the "Temporary Management of Shareholding Reduction by Shareholders of Listed Companies".
The relevant provisions of the "Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers".
(5) The shares to be transferred belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) CHD Biotech Co-invest Limited is not a state-owned enterprise and does not violate the management of state-owned assets
Circumstances of the relevant provisions.
(7) CHD Biotech Co-invest Limited has completed the necessary review or approval procedures for the transfer
Sequence.
3. Tianjin Kunpeng Management Consulting Partnership (Limited Partnership)
(1) Basic information
Company name: Tianjin Kunpeng Management Consulting Partnership Registration Certificate No. 91120118MA072C7A3H
(Limited Partnership)
Type Limited Partnership Date of Formation 2020-06-16
Main business site: Room 312, No. 1, Second Street, Airport International Logistics Zone, Tianjin Pilot Free Trade Zone (Airport Economic Zone) (day
Sojin Xin Zhishang Business Secretary Co., Ltd. Custody No. 811)
Business Scope General Items: Socio-economic Consulting Services; Information technology consulting services (except for projects subject to approval by law,
Carry out business activities independently with a business license in accordance with the law)
CITIC Securities verified the industrial and commercial registration documents provided by Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) and interviewed the personnel of the enterprise, Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) does not have the expiration of the business period, the shareholders decide to dissolve, dissolve due to merger or division, the business license is revoked due to violation of laws and regulations or other normative documents, is ordered to close down or revoked, and is declared bankrupt due to failure to pay off due debts, etc. Normative documents and the articles of association of the company stipulate that it shall be terminated. Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) is a legally existing limited partnership.
(2) Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) did not violate the provisions on the reduction of shareholdings or the commitments made by it.
(3) Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) is not the controlling shareholder or actual controller of MGI.
(4) Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) did not violate the relevant provisions of the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers.
(5) The shares to be transferred belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) is not a state-owned enterprise, and there is no violation of the relevant provisions on state-owned asset management.
(7) Tianjin Kunpeng Management Consulting Partnership (Limited Partnership) has fulfilled the necessary review or approval procedures for this transfer.
4、Earning Vast Limited
(1) Basic information
Business Name: Earning Vast Limited, Registration Certificate No. 2926439
Type: Limited Company Date of Establishment: 2020-03-25
Main business place: Room 5505, 55th Floor, Central Centre, 99 Queen's Road Central, Hong Kong
place
CITIC Securities verified the business registration documents provided by Earning Vast Limited and interviewed the company's personnel
Earning Vast Limited does not have any circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association of the company due to the expiration of the business period, the decision of shareholders to dissolve, the dissolution due to merger or division, the revocation of business license due to violation of laws and regulations or other normative documents, the order to close down or be revoked, and the declaration of bankruptcy due to inability to pay off the due debts. Earning Vast Limited is a legally existing limited company.
(2) Earning Vast Limited has not violated the provisions or undertakings regarding the reduction of shareholdings
Promise.
(3) Earning Vast Limited is not the controlling shareholder or actual controller of MGI.
(4) Earning Vast Limited did not violate the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies
The relevant provisions of the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers
(5) The shares to be transferred belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Earning Vast Limited is not a state-owned enterprise and does not violate the relevant regulations on state-owned asset management
situation.
(7) Earning Vast Limited has completed the necessary review or approval procedures for the transfer.
5、Ascent Cheer Limited
(1) Basic information
Company name: Ascent Cheer Limited, Certificate of Registration Number: 2883740
Type Limited Company Date of Establishment: 2019-10-18
Main business place: Room 5505, 55th Floor, Central Centre, 99 Queen's Road Central, Hong Kong
place
CITIC Securities verified the business registration documents provided by Ascent Cheer Limited and interviewed the company's personnel
Ascent Cheer Limited does not have any circumstances that should be terminated in accordance with national laws, administrative regulations, normative documents and the articles of association of the company due to the expiration of the business period, the decision of shareholders to dissolve, the dissolution due to merger or division, the revocation of business license due to violation of laws and regulations or other normative documents, the order to close down or be revoked, and the declaration of bankruptcy due to failure to pay off due debts. Ascent Cheer Limited is a legally existing limited company.
(2) Ascent Cheer Limited has not violated the requirements or undertakings regarding the reduction of shareholdings
Promise.
(3) Ascent Cheer Limited is not the controlling shareholder or actual controller of MGI.
(4) Ascent Cheer Limited did not violate the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies
The relevant provisions of the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers
(5) The shares to be transferred belong to the pre-IPO shares, and there is no restriction on rights such as pledge or judicial freezing.
(6) Ascent Cheer Limited is not a state-owned enterprise and does not violate the relevant regulations on state-owned asset management
situation.
(7) Ascent Cheer Limited has completed the necessary review or approval procedures for the transfer.
3. Verification opinions
CITIC Securities verified the transferor's industrial and commercial registration documents and public channel information, and interviewed the enterprise personnel and requested a letter of commitment, and after verification, it was found that the transferor of the inquiry transfer met the subject qualifications required by laws and regulations such as the "Inquiry Transfer and Placement Guidelines", and the transferor did not have Article 11 of the "Inquiry Transfer and Placement Guidelines": "(1) Whether the shareholders participating in the transfer violated the provisions on the reduction of shares or the commitments they made; (2) Whether the shareholders participating in the transfer have any of the circumstances specified in Articles 5 and 6 of these Guidelines; (3) Whether the shares to be transferred belong to the pre-IPO shares, and whether there are restrictions on rights such as pledge and judicial freezing; (4) Whether the shareholders involved in the transfer have violated the relevant provisions on the management of state-owned assets (if applicable); (5) Whether the necessary review or approval procedures have been fulfilled for the transfer of this inquiry (if applicable); (6) Other matters required to be verified by the Institute. and other prohibited circumstances.
(There is no text below, but the stamped page of this verification opinion)
(There is no text on this page, it is the stamped page of the "Verification Opinions of CITIC Securities Co., Ltd. on the Qualifications of Shareholders of Shenzhen MGI Technology Co., Ltd. to Inquire about the Transfer of Shares to Specific Institutional Investors")
CITIC Securities Co., Ltd
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