About Jiangsu newtage Technology Co., Ltd
Legal opinion on the initial public offering of RMB ordinary shares and listing on the gem to: Jiangsu newtage Technology Co., Ltd
Shanghai Tongli law firm (hereinafter referred to as “the firm”) in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The measures for the administration of the registration of initial public offerings on the growth enterprise market (for Trial Implementation) (hereinafter referred to as the “measures”) and the relevant provisions of the laws, regulations and normative documents that have been publicly promulgated, come into force and are currently in force by the competent legislature and regulatory authorities (hereinafter referred to as the “laws, regulations and normative documents”), in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
(Introduction)
According to the entrustment of Jiangsu newtage Technology Co., Ltd. (hereinafter referred to as “newtage” or “the issuer”), the exchange appoints lawyer Xia Huijun and lawyer Zhao Jingyun (hereinafter collectively referred to as “the lawyer of the exchange”) as the special legal counsel for the issuer’s initial public offering of RMB common shares and listing on the gem (hereinafter referred to as “the offering”), Issue legal opinions on the facts or existing facts that have occurred before the date of issuance of this legal opinion according to the lawyers’ understanding of laws, regulations and normative documents.
The legal opinion and lawyer’s work report issued by the exchange only express legal opinions on the legal issues that have occurred or exist before the issuance date and related to the issuance, according to the published and effective laws, regulations and normative documents, and do not express opinions on professional matters such as accounting, audit and asset evaluation, Nor are they properly qualified to express opinions on matters within the legal jurisdiction of other countries or regions. 2030019/CX/cj/cm/D7
We have obtained the guarantee from the issuer that all documents and relevant materials provided by the issuer to our lawyers are true, complete and effective without any concealment, omission and falsehood; The content of the original or copy of the document is consistent with the original or copy of the document; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized. Our lawyers rely on the supporting documents issued by relevant government departments, issuers or other units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, 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), as well as the facts that have occurred or exist before the issuance date of legal opinions and lawyers’ work reports, Full verification and verification have been carried out to ensure that the facts identified in the legal opinion and lawyer’s work report 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 responsibilities.
The legal opinion and lawyer’s work report issued by the exchange are only for the purpose of this issuance and shall not be used for any other purpose. The lawyer of the firm agrees to take the legal opinion and lawyer work report issued by the firm as the necessary legal documents for the issuer’s issuance, report them together with other application materials, and bear the responsibility for the legal opinion issued according to law.
Based on the above, our lawyers have issued the following legal opinions in accordance with the requirements of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 < >. Please refer to the lawyer’s work report issued by our lawyer for the corresponding specific basis of legal opinions issued by our lawyer.
(text)
For the convenience of expression in this legal opinion, in this legal opinion, unless otherwise specified, the words listed in the left column below have the meanings expressed in the corresponding right column of the words: 2030019 / CX / CJ / cm / D7
1. Laws, regulations and normative documents: refer to laws, administrative regulations, administrative rules, relevant provisions of competent regulatory authorities and other laws, regulations and normative documents that have been publicly promulgated, come into force and are currently effective in the people’s Republic of China. For the purpose of this legal opinion, the “laws, regulations and normative documents” mentioned in this legal opinion do not include the laws, regulations and normative documents of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
2. Securities Law: refers to the securities law of the people’s Republic of China
3. Company Law: refers to the company law of the people’s Republic of China
4. Administrative measures: refers to the administrative measures for the registration of initial public offerings on GEM (for Trial Implementation)
5. Review rules: refers to the review rules for the issuance and listing of gem shares of Shenzhen Stock Exchange
6. Listing Rules: refers to the Listing Rules of gem shares of Shenzhen Stock Exchange CSRC: refers to the China Securities Regulatory Commission
8. Newtage / issuer: refers to Jiangsu newtage Technology Co., Ltd
9. Newtage Co., Ltd.: refers to Jiangsu newtage Co., Ltd., the predecessor of the issuer
10. Jiangsu Maier: refers to Jiangsu Maier Auto Parts Co., Ltd
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11. Dongguan newtag: refers to newtag (Dongguan) Auto Parts Co., Ltd
12. Honghan industry: refers to Shanghai Honghan Industry Co., Ltd
13. Newtage Nantong Branch: refers to Nantong Branch of Jiangsu newtage Technology Co., Ltd
14. Newtage Shanghai Branch: refers to Jiangsu newtage Technology Co., Ltd. Shanghai Branch
15. Honghan industrial Jiangsu Branch: refers to Jiangsu Branch of Shanghai Honghan Industrial Co., Ltd
16. Huai’an Guoyi: refers to Huai’an Guoyi enterprise management center (limited partnership)
17. Yingba industry: refers to Shanghai yingba Industry Co., Ltd
18. CAITONG Chunhui: refers to CAITONG Chunhui equity investment fund partnership (limited partnership) in Shangyu District, Shaoxing City
19. Deqing jinyecai: refers to Deqing jinyecai equity investment fund management partnership (limited partnership)
20. Fuquan Yida: refers to Jiangsu Fuquan Yida Zhanxin venture capital partnership (limited partnership)
21. Yangzhong Shanghai Zhongyida Co.Ltd(600610) : refers to Yangzhong high tech investment Yida venture capital fund partnership (limited partnership)
22. Huai’an Yida: refers to Huai’an high investment Yida innovation and entrepreneurship Investment Fund (limited partnership) 2030019 / CX / CJ / cm / D7
23. Tianjian certified public accountants: refers to Tianjian Certified Public Accountants (special general partnership)
24. Reporting period: refers to 2017, 2018, 2019 and January June 2020
25. Prospectus (declaration draft): refers to the prospectus declared by the issuer to Shenzhen stock exchange for the initial public offering of RMB common shares and included in the application document for listing on the gem
26. RMB: unless otherwise specified, it refers to RMB
1. Approval and authorization of this issuance and listing
（1） After verification by lawyers of the exchange, the issuer held the fourth meeting of the second board of directors on September 25, 2020, The proposal on investment projects and feasibility study report raised by IPO, proposal on IPO and listing on GEM, and proposal on Authorizing the board of directors to handle IPO and listing on GEM were reviewed and approved Proposal on the distribution plan of accumulated profits before this offering, proposal on the dividend plan for three years after listing, proposal on the plan for stabilizing the stock price within three years after listing, proposal on diluting the immediate return involved in the initial public offering Proposals related to this offering, such as the proposal on Issuing commitments and proposing corresponding restrictive measures on the matters of initial public offering and listing on the gem, and decided to submit relevant matters to the third extraordinary general meeting of shareholders of the issuer in 2020 for deliberation.
（2） After verification by the lawyers of the exchange, the issuer held the third extraordinary general meeting of shareholders in 2020 on October 12, 2020, deliberated and approved the proposal on investment projects and feasibility study report raised by initial public offering of shares and 2030019 / CX / CJ / cm / D7 on initial public offering of shares and listing on GEM
Proposal, proposal on Authorizing the board of directors to fully handle the IPO and listing on the gem, proposal on the distribution plan of accumulated profits before the issuance, proposal on the dividend plan for three years after listing and proposal on the plan for stabilizing the stock price within three years after listing Proposals related to this offering, such as the proposal on diluting the immediate return involved in the initial public offering of shares, the proposal on Issuing commitments and proposing corresponding restrictive measures on the initial public offering of shares and listing on the gem, etc.
According to the verification of our lawyers, the convening, convening and voting procedures of the issuer’s third extraordinary general meeting in 2020 comply with the provisions of relevant laws, regulations, normative documents and the issuer’s articles of association, and the voting results are legal and valid.
（3） After the verification of the resolutions of the issuer’s third extraordinary general meeting in 2020 by our lawyers, the contents of such resolutions comply with the provisions of relevant laws, regulations, normative documents and the articles of association of the issuer, and are legal and effective.
（4） Based on the above verification, our lawyers believe that the issuer has obtained the issuer’s internal approval and authorization required by laws, regulations and normative documents according to its progress stage, and the issuer’s issuance has yet to be reviewed by Shenzhen Stock Exchange and reported to China Securities Regulatory Commission to perform the issuance registration procedures.
2. Subject qualification of this offering
（1） After verification by the lawyers of the firm, the issuer is a joint stock limited company jointly initiated by Zhang Yi, Zhang Jianping, yingba industry and Huai’an Guoyi, which changes the joint investment of newtage Co., Ltd. into a whole according to law. Huai’an Administration for Industry and Commerce approved and issued the business license with the unified social credit code of 91320804564318807d to the Issuer on March 2, 2017.
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After the verification of the establishment approval documents and the business license of the issuer by the lawyers of the firm, the issuer was wholly changed and established by neutag Co., Ltd. in accordance with laws, regulations and normative documents. The establishment of the issuer complies with the provisions of laws, regulations and normative documents.
Based on the above verification, our lawyers believe that the issuer is a legally established and validly existing share
