Beijing JUNHE law firm
about
China Automotive Research automotive testing ground Co., Ltd. made an initial public offering (A-share) and was listed on the gem
of
Legal opinion
December, 2002
catalogue
interpretation…… 4 text 7 I. approval and authorization of this issuance 7 II. The issuer’s subject qualification for this offering 7 III. substantive conditions of this offering 8 IV. establishment of the issuer 12 v. independence of the issuer 13 VI. sponsors and shareholders (actual controllers) 13 VII. The share capital of the issuer and its evolution VIII. Business of the issuer 15 IX. related party transactions and horizontal competition 15 X. main property of the issuer 17 Xi. Major creditor’s rights and debts of the issuer 20 XII. Major asset changes and mergers and acquisitions of the issuer 21 XIII. Formulation and amendment of the issuer’s articles of Association 21 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, board of directors and board of supervisors 22 XV. Directors, supervisors and senior managers of the issuer and their changes 23 XVI. Tax of the issuer 23 XVII. Environmental protection, product quality, technology and other standards of the issuer 24 XVIII. Application of funds raised by the issuer 25 XIX. Business development objectives of the issuer 25 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of the legal risk of the issuer’s prospectus 26. Other problems to be explained 27. General concluding comments of this offering twenty-eight
Beijing JUNHE law firm
About China auto research automobile testing ground Co., Ltd
Initial public offering (A-share) and listing on GEM
Legal opinion
To: China Automotive Research automotive testing ground Co., Ltd
Beijing JUNHE law firm (hereinafter referred to as “the firm” or “JUNHE”) accepts the entrustment of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as “the issuer” and “the company”), Served as the special legal adviser of the issuer for the initial public offering (A shares) and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (hereinafter referred to as “this offering”), According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of the registration of initial public offerings on the gem (for trial Implementation) and the measures for the administration of securities legal business conducted by law firms (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) (hereinafter referred to as the “securities legal business practice rules”) and the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance and other laws, administrative regulations and rules This legal opinion is issued in accordance with the normative documents and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shenzhen Stock Exchange in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry.
In order to issue this legal opinion, our lawyers prepared and implemented the inspection plan in accordance with the relevant provisions of the measures for the administration of securities legal business and the rules for the practice of securities legal business, and consulted the relevant documents that need to be consulted according to the provisions and other documents that our lawyers believe need to be consulted for the issuance of this legal opinion. At the same time, the lawyers of the firm made inquiries and necessary discussions with the shareholders, directors, supervisors and senior managers of the Issuer on relevant matters, and made reasonable and full use of methods including but not limited to field investigation, face-to-face interview, written examination and inquiry to verify and confirm relevant facts. In the course of the above-mentioned investigation, we and our lawyers have obtained the following written guarantee from the issuer: the issuer has provided the original written materials, copies, copies, confirmations, certificates or oral testimony that we and our lawyers believe are necessary for issuing this legal opinion; The documents and materials provided to the firm and its lawyers and the facts stated are true, accurate and complete, without any concealment, false statement, major omission and misleading statement; If the document is a copy or copy, it is completely consistent and consistent with the original or the original, the signature and seal on the document are true and valid, and the validity of the original and the original of each document has not been revoked by the relevant government departments within its validity period; For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, we and our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units to make judgments. In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
We and our lawyers only express opinions on Chinese legal issues related to this offering, and only express legal opinions in accordance with Chinese laws and regulations; For relevant matters involving institutions and persons outside China, they all quote and rely on the legal opinions issued by overseas lawyers. The firm and its lawyers do not express opinions on non legal professional matters such as accounting, audit, capital verification, asset evaluation and investment decision-making. When quoting some data and conclusions in professional reports such as accounting statements, audit reports, capital verification reports, asset evaluation reports and internal control assurance reports in this legal opinion, they have fulfilled the necessary duty of care, However, such quotations shall not be deemed as any express or implied guarantee made by the firm and its lawyers for the authenticity and accuracy of these data and conclusions. The firm and its lawyers do not have the appropriate qualification and ability to verify and comment on these non legal professional matters. Therefore, the firm and its lawyers rely on the opinions of qualified professional institutions to judge these professional issues.
The exchange agrees that the issuer may quote the relevant contents of this legal opinion in the prospectus for the initial public offering of shares and listing on the gem prepared by the issuer for this offering, or in accordance with the examination requirements of the Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. Our lawyers agree to take this legal opinion as the necessary legal document for the issuer to apply for this issuance, report it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
interpretation
In this legal opinion, unless otherwise explained in the context, the following abbreviations have the following meanings:
Abbreviation interpretation
Issuer, company, China Automobile Research and Development Corporation
The issuer’s initial public offering (A shares) and listing on the gem of Shenzhen Stock Exchange after registration with consent
Report period, the last three years and the first period, 2017, 2018, 2019, January 1, 2020 to June 30, 2020
The last two years and the first period from January 1, 2018, 2019 and 2020 to June 30, 2020
Zhongqi Yancheng Automobile Testing Center Co., Ltd., formerly known as Zhongqi Yancheng Automobile Testing Center Co., Ltd
Jiangsu Zhongqi research hotel jiangsu Zhongqi research Hotel Co., Ltd
Yancheng Jinfeng Agricultural Development Co., Ltd
China Automotive Technology Research Center Co., Ltd., the controlling shareholder of China Automotive Center, was formerly known as China Automotive Technology Research Center
China South Korea Fund Yancheng China South Korea No. 1 Investment Fund (limited partnership)
Dafeng Port Group Jiangsu Dafeng harbor Holding Group Co., Ltd., formerly known as Dafeng Dafeng port development and Construction Co., Ltd
Sponsor and lead underwriter China Galaxy Securities Co.Ltd(601881)
Tianzhi International Certified Public Accountants (special general partnership)
Walkson (Beijing) International Assets Appraisal Co., Ltd
JUNHE, Beijing JUNHE law firm
Sponsor agreement: the sponsor agreement of China Automotive Research automobile testing ground Co., Ltd. signed by China Automotive Center, Yueda group and Dafeng Port Group on June 18, 2020
The articles of association, as the context requires, means the articles of association of the issuer and its amendments in force at that time
The articles of Association (Draft) of China Automotive Research automobile testing ground Co., Ltd., which was deliberated and approved by the fourth general meeting of shareholders in 2020 held by the Issuer on November 20, 2020, will take effect after the issuer’s initial public offering (A shares) and listing on the gem of Shenzhen Stock exchange
Beijing JUNHE law firm’s lawyer work report on the initial public offering (A-share) of the company and its listing on the gem
Beijing JUNHE law firm’s legal opinion on the initial public offering (A-share) of the company and its listing on the gem
Audit report: audit report of Zhongqi research automobile testing ground Co., Ltd. (tzyz [2020] No. 35513) issued by Tianzhi international on November 20, 2020
The tax audit report of China Automobile Research and development automobile testing ground issued by Tianzhi international on November 20, 2020, and the audit report on the main tax types of the company (Tianzhi Zi [2020] No. 35513-3)
Internal control assurance report issued by Tianzhi international on November 20, 2020 (Tianzhi Zi [2020] No. 35513-1)
The prospectus of China Automotive Research automobile testing ground Co., Ltd. prepared by the issuer for this offering, the prospectus of the company’s initial public offering and listing on the gem (application draft) and its amendment
Enterprise publicity system the national enterprise credit information publicity system sponsored by the State Administration of market supervision of the people’s Republic of China（ http://www.gsxt.gov.cn./index.html ）
Dafeng District Administration for Industry and Commerce Yancheng Dafeng Administration for Industry and Commerce
Dafeng district market supervision and Administration Bureau Yancheng Dafeng district market supervision and Administration Bureau
State owned assets supervision and Administration Commission of the State Council
Dafeng Port Management Committee Jiangsu Dafeng Port Economic Development Zone Management Committee
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
The company law of the people’s Republic of China adopted by the Standing Committee of the Eighth National People’s Congress on December 29, 1993 and implemented on July 1, 1994
