Beijing Jindu law firm
About Capitalonline Date Service Co.Ltd(300846)
Legal opinions on the issuance process and the compliance of the issuing object of gem issuing shares to specific objects
To: Capitalonline Date Service Co.Ltd(300846)
Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) has accepted the entrustment of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as the issuer or Capitalonline Date Service Co.Ltd(300846) or the company) to act as the special legal adviser for the issuer to issue shares to specific objects on the gem and list them on the Shenzhen Stock Exchange (hereinafter referred to as the offering).
In accordance with the securities law of the people's Republic of China (revised in 2019) (hereinafter referred to as the Securities Law), the company law of the people's Republic of China (revised in 2018), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of registration) The Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the measures for the administration of law firms engaging in securities legal business (Order No. 41 of the China Securities Regulatory Commission and the Ministry of justice of the people's Republic of China, hereinafter referred to as the measures for the administration of securities legal business) The securities legal business practice rules of law firms (for Trial Implementation) (Announcement No. [2010] 33 of the China Securities Regulatory Commission and the Ministry of justice of the people's Republic of China, hereinafter referred to as the securities legal business practice rules) and other laws, administrative regulations, rules and regulations currently in force in the people's Republic of China (hereinafter referred to as China) Normative documents and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue this legal opinion on the issuance process of the issuer and the compliance of the issuing object.
In accordance with the above laws, administrative regulations, rules, normative documents, relevant provisions of the CSRC and the facts that have occurred or exist before the issuance date of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the matters related to the issuer's issuance, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued on this issuance are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
introduction
In order to issue this legal opinion, the exchange has prepared and implemented the inspection plan in accordance with the measures for the administration of securities legal business and the rules for the practice of securities legal business, personally collected evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that the exchange deems necessary. When the issuer guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion, The documents and materials provided to the Institute (including original written materials, copy materials, copy materials, scanning materials, photo materials, screen capture materials, whether such materials are obtained through various Internet transmission and reception methods such as e-mail, mobile hard disk transmission, project work network disk or open access to internal file system) are true, accurate and reliable Complete and effective, without concealed records, false statements and major omissions, and the copy materials, copy materials, scanning materials, photo materials and screenshots provided are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; On the basis that all oral statements and explanations are consistent with the facts, the exchange independently, objectively and impartially followed the principle of prudence and importance, reasonably and fully used the methods of interview, written examination, field investigation, inquiry and correspondence, calculation and review to verify and confirm the relevant facts.
In accordance with the requirements of the securities legal business practice rules, the exchange has made independent, objective and impartial analysis and judgment on whether the business matters are related to the law and whether it should perform the duty of special care of legal professionals. For matters requiring special attention of legal professionals, the exchange has formulated specific ways, means and measures to fulfill the obligations and implemented them one by one; Performed the general duty of care of ordinary people for other business matters. The documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit evaluation institutions, notaries and other institutions shall be used as the basis for issuing legal opinions after performing the necessary duty of care in accordance with the above principles; For documents not directly obtained from the above-mentioned institutions, they shall be used as the basis for issuing legal opinions after verification and verification. The materials copied and copied by the exchange from the above-mentioned institutions shall be used as the basis for issuing legal opinions after being confirmed by the relevant institutions and performing the necessary duty of care in accordance with the above-mentioned principles; If it is not confirmed by relevant institutions, the relevant contents shall be verified and verified as the basis for issuing legal opinions. If the evidence materials obtained from different sources or obtained through different inspection methods have inconsistent conclusions on the same matter, the exchange has added necessary procedures for further verification.
In this legal opinion, the exchange only expresses opinions on legal issues related to the issuer's issuance, and does not express opinions on non legal professional matters such as accounting, audit and asset evaluation. The opinions issued by the Institute are only valid according to the laws and regulations in force in China and are not valid according to the laws and regulations in force outside China. The exchange does not express opinions on non legal professional matters such as accounting, audit and asset evaluation and overseas legal matters. When quoting some data and conclusions of relevant accounting reports, audit reports, asset evaluation reports and overseas legal opinions in this legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting is not deemed to be the exchange's opinion on these data Make any express or implied guarantee for the authenticity and accuracy of the conclusion. The exchange is not qualified to verify and evaluate such data.
Text
1、 Approval and authorization of this offering
(I) internal approval and authorization of the issuer
On January 4, 2021, the issuer held the 20th meeting of the Fourth Board of directors, which deliberated and adopted the stock issuance plan, the feasibility report on the use of raised funds and other proposals related to the issuance.
On January 22, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's plan to issue A-Shares to specific objects in 2021 and other proposals related to the issuer's current issuance, At the same time, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of A-Shares to specific objects was reviewed and approved, and the board of directors of the issuer was authorized to handle matters related to the issuance. On the same day, the issuer held the 21st Meeting of the 4th board of directors, which deliberated and adopted the proposal on the company's issuance of A-share prospectus to specific objects in 2021.
On December 21, 2021, the issuer held the 31st meeting of the 4th board of directors, deliberated and passed the proposal on the authorization of the company to issue shares to specific objects, the proposal on extending the validity period of the company's resolution on issuing A-Shares to specific objects in 2021 and other proposals related to this issuance.
On January 21, 2022, the issuer held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on extending the validity period of the company's resolution on issuing A-Shares to specific objects in 2021 and other proposals related to this issuance.
(II) review of Shenzhen Stock Exchange
On April 29, 2021, the issuer obtained the implementation letter of the review center on Capitalonline Date Service Co.Ltd(300846) application for issuing shares to specific objects issued by the listing review center of Shenzhen Stock Exchange. The issuance and listing review organization of Shenzhen Stock Exchange reviewed the application documents of the company for issuing shares to specific objects and considered that the company met the issuance conditions Listing conditions and information disclosure requirements.
(III) registration consent of CSRC
On August 18, 2021, the issuer obtained the reply on approving Capitalonline Date Service Co.Ltd(300846) to issue shares to specific objects for registration (zjxk [2021] No. 2717) issued by the China Securities Regulatory Commission, and agreed to the company's application for registration of issuing shares to specific objects. The reply is valid within 12 months from the date of consent to registration. In conclusion, Jindu believes that the issuer has obtained the internal approval and authorization of the issuer and the review of Shenzhen Stock Exchange, and obtained the registration consent of China Securities Regulatory Commission, which meets the legal conditions for implementation. 2、 Issuance process and results of this issuance
According to the underwriting and recommendation agreement on issuing RMB common shares (A shares) to specific objects and listing signed by the issuer and the recommendation institution (lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as Citic Securities Company Limited(600030) or lead underwriter) related to this offering, Citic Securities Company Limited(600030) acts as the lead underwriter of this offering. After verification, the inquiry object, inquiry result, pricing and placement object determination, payment and capital verification process of this issuance are as follows:
(I) inquiry object of this issuance
According to the e-mail sending records, express delivery records, the list of investors to whom Capitalonline Date Service Co.Ltd(300846) intends to send the subscription invitation for issuing shares to specific objects and the issuance plan for issuing shares to specific objects provided by Citic Securities Company Limited(600030) , The issuer and the lead underwriter issued the invitation to subscribe for Capitalonline Date Service Co.Ltd(300846) issuance of shares to specific objects (hereinafter referred to as the invitation to subscribe) and its attachments (including the quotation for subscription of Capitalonline Date Service Co.Ltd(300846) issuance of shares to specific objects (hereinafter referred to as the quotation for subscription) and other subscription documents to 150 investors.
After verification, the invitation for subscription mainly includes the subscription object and conditions, subscription time and subscription method, issuance price, issuance object, procedures and rules of allocated shares, etc. The subscription quotation mainly includes the subscription price, subscription amount, and the subscription object agrees to pay the subscription amount according to the allocation amount and time requirements finally determined by the issuer.
After verification, Kindu believes that the contents of the above invitation for subscription and quotation for subscription comply with the provisions of relevant laws and regulations, and the inquiry object of this issuance meets the qualifications and conditions as the object of this issuance as stipulated in relevant laws and regulations and the resolution of the issuer's first extraordinary general meeting in 2021.
(II) inquiry results of this issuance
1. Subscription quotation
Witnessed by our lawyers, the issuer and the lead underwriter received a total of 19 application quotations within the subscription time determined in the invitation for subscription (9:00-12:00 on January 18, 2022), and ye Jun, an investor who has submitted the application quotation, failed to pay the deposit in time as required, which is an invalid quotation; The subscription quotations of the remaining 18 investors are valid. The specific subscription quotation of investors is as follows:
Serial number investor name issuing subscription price subscription amount
Image category (yuan / share) (10000 yuan)
1 Xinyu Chuangyu Consulting Service Center (with others 14.00 2000)
Limited partnership)
2 Fang Xuyan 12.25 3000
3 Li Nan 13.70 2500
4 Zhang Bin 13.70 5500
5 Bruce Lee 12.25 3000
6 Huang Mingsheng 12.25 3000
7 Bi Mingwu 13.80 4300
8 Wang Guishan 12.25 2000
9. China International Finance Corporation securities 13.02 3000
Division 12.31 8000
10 Ye Jun 12.25 2300
13.53 14,000
11 Jinan Tiezhong Shouyun investment partnership 12.83 15000
Industry (limited partnership)
12.25 16,000
13.12 8,185
12 CAITONG Fund Management Co., Ltd. fund 12.96 12185
12.55 17,110
13 Wu Dingping 12.80 2000
