Beijing Jingtian Gongcheng law firm
About Aoki Digital Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
Lawyer work report
Beijing Jingtian Gongcheng law firm
October, 2002
catalogue
introduction...... 3 interpretation 7 text ten
1、 Approval and authorization of this offering and listing ten
2、 The subject qualification of this issuance and listing fourteen
3、 The substantive conditions of this offering and listing sixteen
4、 Establishment of the issuer nineteen
5、 Independence of the issuer twenty-three
6、 Sponsors and shareholders twenty-five
7、 The share capital and evolution of the issuer forty-four
8、 Issuer's business sixty-four
9、 Related party transactions and horizontal competition seventy-one
10、 Major property and interests owned by the issuer eighty-six
11、 Significant creditor's rights and debts of the issuer one hundred and thirteen
12、 Major asset changes and mergers and acquisitions of the issuer one hundred and eighteen
13、 Formulation and amendment of the articles of association of the issuer one hundred and nineteen
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors one hundred and twenty-one
15、 Directors, supervisors and senior managers of the issuer and their changes one hundred and twenty-four
16、 Issuer's tax one hundred and twenty-six
17、 The issuer's environmental protection, product quality, technical and other standards and others one hundred and thirty-five
18、 Application of funds raised by the issuer one hundred and forty-eight
19、 The issuer's business development objectives one hundred and fifty-one
20、 Litigation, arbitration or administrative punishment one hundred and fifty-one
21、 Other matters that the issuer's lawyer believes should be explained one hundred and fifty-seven
22、 Evaluation of the legal risk of the issuer's prospectus one hundred and fifty-eight
23、 General concluding legal opinion one hundred and fifty-eight
34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
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Beijing Jingtian Gongcheng law firm
About Aoki Digital Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
Lawyer work report
To: Aoki Digital Technology Co., Ltd
Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm"), as a law firm qualified as a lawyer in China, 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 gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "rules for the listing on the gem") issued by the China Securities Regulatory Commission Regulations and relevant provisions of the competent authorities (hereinafter referred to as "laws, regulations and normative documents"), as well as the special legal counsel agreement signed between Aoki Digital Technology Co., Ltd. (hereinafter referred to as "issuer", "Aoki shares", "joint stock company" or "company") and the exchange, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This lawyer's work report is issued on the issuer's proposed initial public offering of no more than 16666667 RMB ordinary shares (hereinafter referred to as "A shares") and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this issuance and listing").
introduction
The predecessor of the Institute was approved by the Beijing Municipal Bureau of justice on April 22, 1992 and June 11, 1996 respectively
Approved Beijing Jingtian law firm and Beijing Gongcheng law firm. On May 16, 2000, with the approval of Beijing Municipal Bureau of justice, the above two law firms were merged into Beijing Jingtian Gongcheng law firm. Headquartered in Beijing, the office has branches in Shanghai, Shenzhen, Chengdu, Tianjin, Nanjing, Hangzhou, Sanya, Guangzhou and Hong Kong. At present, the firm has more than 100 partners and more than 600 lawyers and paralegals across the country, providing comprehensive legal services to Chinese and international customers. The business of the exchange involves securities, futures legal affairs, international commercial legal affairs, listed and unlisted company legal affairs, financial and insurance legal affairs, intellectual property legal affairs, real estate legal affairs, litigation and arbitration legal affairs and other non litigation and litigation businesses.
The legal opinion and the lawyer's work report issued by the exchange for the issuer's issuance and listing shall be signed by lawyer fan Ruilin and Lawyer Wang Wenhao. Both lawyers have no records of violations of laws and regulations since their employment.
Lawyer fan Ruilin, master of law, graduated from China University of political science and law and University College London, UK. He is a full-time lawyer of the Institute. Lawyer fan Ruilin's office telephone is 0571-89926510 and fax is 0571-89926542.
Lawyer Wang Wenhao, master of law, graduated from Zhongnan University of economics and law, China University of political science and law and Freiburg University in Germany. He is a full-time lawyer of the Institute. The telephone number of Wang Wenhao's lawyer is 2150755-57099.
As the special legal adviser of the issuer for this issuance and listing, the exchange has participated in the issuer's issuance and listing since April 2020. In the course of work, our lawyers submitted to the issuer the list of materials that the issuer should provide to us, and obtained the materials, documents and explanations on relevant issues provided by the issuer according to the list. These materials, documents and explanations constitute the basis of our legal opinion and our lawyer's work report. Our lawyers went to the issuer to conduct a lot of on-site due diligence, and established close contact with other intermediaries China Industrial Securities Co.Ltd(601377) and Tianjian Certified Public Accountants (special general partnership) involved in the issuer's issuance and listing, studied and discussed major issues related to the issuer's issuance and listing, and exchanged opinions. The lawyer of the firm also inquired the issuer about the relevant issues involved in the issuer's issuance and listing and conducted necessary discussions. In addition, our lawyers have obtained the issuer's written commitment, confirmation or explanation on relevant facts and legal issues for matters that are crucial to the issuance and listing and lack of material support.
Our lawyers also assisted the company to establish and improve the corporate governance structure, and revised and formulated the articles of association and other internal control system documents that meet the governance requirements of listed companies.
As the special legal counsel for this issuance and listing, the exchange and its lawyers shall, in accordance with the securities law 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 have fully verified and verified the issuer's behavior and the legality, compliance, authenticity and effectiveness of this issuance and listing (hereinafter referred to as "inspection") , ensure that the facts identified in this lawyer's work report are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities. Before the issuance of this lawyer's work report, the issuer has provided the authentic original written materials, copies, copies or oral testimony necessary for the issuance of legal opinions and this lawyer's work report. The issuer also guarantees to the exchange that the documents and materials provided by it are complete, true and effective, and there are no concealment, falsehood and major omissions. If the documents and materials are copies or copies, it shall ensure that they are consistent and consistent with the original or original. Our lawyer has verified the consistency between the copy material or copy and the original. The accuracy and authenticity of any commitment, explanation or confirmation made by the issuer and the information provided will be trusted by the bourse, and the issuer shall be responsible for the authenticity, accuracy and completeness of its commitment, explanation or confirmation. Any commitment, explanation or confirmation issued by the issuer also constitutes the supporting materials of the legal opinion issued by the issuer and the lawyer's work report. For the fact that it is very important to issue legal opinions and this lawyer's work report but cannot be supported by independent evidence, the exchange relies on the documents, commitments and explanations issued by relevant government departments, the issuer, the issuer's shareholders or other relevant institutions. Based on the facts that have occurred or existed before the issuance date of this lawyer's work report, as well as the laws, regulations and normative legal documents officially promulgated and implemented by the state, the firm will express legal opinions based on its understanding of relevant facts and laws.
The exchange only gives opinions on domestic legal issues related to the issuer's issuance and listing, and only gives legal opinions in accordance with the current Chinese laws. The exchange will not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, investment decision-making, business development and other laws. For the accounting, auditing, asset evaluation, financial analysis, investment decision-making, business development and other non legal professional matters involved in this lawyer's work report, our lawyer mainly relies on the reports or opinions issued by the audit institution and asset evaluation institution to quote the relevant parts, and shall comply with the assumptions, limitations, scope, reservations and corresponding issuance date specified respectively. The quotation of some data and conclusions in relevant financial statements, audit reports, asset evaluation reports or business reports in our legal opinions and our lawyer's work report does not mean that we make any express or implied guarantee for the authenticity, accuracy and completeness of these data, reports and conclusions. For such data, reports and conclusions, the firm and its lawyers do not have the appropriate qualification to verify and make evaluation.
The firm and its lawyers do not have the appropriate qualifications to express legal opinions on overseas legal matters. The relevant contents of overseas legal matters involved in this lawyer's work report are the quotation, excerpt and translation of relevant legal documents of overseas lawyers, and are subject to the relevant statements, assumptions and conditions of overseas lawyers.
The exchange agrees to take the legal opinion and the lawyer's work report as the necessary legal documents for the issuer's issuance and listing, and submit them together with other materials, and is willing to bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
This lawyer's work report is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
interpretation
In this lawyer's work report, unless otherwise specified, the abbreviations and full names of the following terms are as follows: Aoki shares, issuer, public refers to Aoki Digital Technology Co., Ltd. and joint stock company
Qingmu Co., Ltd. refers to Qingmu Digital Technology Co., Ltd., formerly known as "Guangzhou Qingmu Information Technology Co., Ltd", which is the predecessor of the issuer
Yunneng partnership refers to Guangzhou Yunneng enterprise management partnership (limited partnership), formerly known as "Guangzhou Yunneng investment management partnership (general partnership)"
Yunjia partnership refers to Guangzhou Yunjia enterprise management partnership (limited partnership), formerly known as "Guangzhou Yunjia investment management partnership (general partnership)"
Yunjie partnership refers to Guangzhou Yunjie investment partnership (limited partnership)
Yunpei partnership refers to Guangzhou yunpei investment partnership (limited partnership)
Yunshang partnership refers to Zhuhai yunshang investment consulting partnership (limited partnership)
Suihui investment refers to Guangzhou suihui investment partnership (limited partnership)
Moqian investment refers to Guangzhou moqian investment partnership (limited partnership)
Lishi digital refers to Guangzhou Lishi Digital Technology Co., Ltd
Qingmu Shanghai branch refers to the first branch of Qingmu Digital Technology Co., Ltd
Qingmu Beijing branch refers to Beijing Branch of Qingmu Digital Technology Co., Ltd
Qitou e-commerce refers to Guangzhou Qitou e-commerce Co., Ltd., which is a wholly-owned subsidiary of the issuer
Qitou e-commerce Haizhu branch refers to Guangzhou Qitou e-commerce Co., Ltd. Haizhu branch, which was cancelled on January 31, 2019
Yunneng technology refers to Guangzhou Yunneng Technology Co., Ltd., formerly known as "Tianjin Yunneng Technology Co., Ltd", which is a wholly-owned subsidiary of the issuer
Yunneng technology Haizhu branch refers to Guangzhou Yunneng Technology Co., Ltd. Haizhu branch
Data mill refers to data mill (Guangzhou) Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Qingfeng online warehouse refers to Guangzhou Qingfeng online Warehouse Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Fuyang Branch of Qingfeng online warehouse refers to Fuyang Branch of Guangzhou Qingfeng online Warehouse Technology Co., Ltd
Qingfeng online warehouse Tianjin branch refers to Guangzhou Qingfeng online Warehouse Technology Co., Ltd. Tianjin Branch, which was cancelled on March 15, 2019
Aoki e-commerce refers to Guangzhou Aoki e-commerce Co., Ltd., which is a wholly-owned subsidiary of the issuer
Qingmu e-commerce Guilin Branch refers to the Guilin Branch of Guangzhou Qingmu e-commerce Co., Ltd
Wangtoubai refers to wangtoubai (Guangzhou) culture media Co., Ltd., a wholly-owned subsidiary of the issuer
