Beijing JUNHE law firm
About Shenzhen Han nationality CNC Technology Co., Ltd. applying for initial public offering (A-share) and listing on the gem
of
Legal opinion
China. Beijing
8 Jianguomen North Street
20th floor, China Resources Building, zip code: 100005
Tel: (010) 85191300 Fax: (010) 85191350
Beijing JUNHE law firm
About Shenzhen Han nationality CNC Technology Co., Ltd
Applying for initial public offering (A shares) and listing on GEM
Legal opinion
Shenzhen Han nationality CNC Technology Co., Ltd.:
Beijing JUNHE law firm (hereinafter referred to as "the firm") in accordance with the legal service agreement signed with Shenzhen Han CNC Technology Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "Han CNC"), in the capacity of distinguished legal counsel, This legal opinion is issued on the issuer's application for initial public offering (A shares) and listing on the gem (hereinafter referred to as "this issuance and listing").
This legal opinion is in accordance with 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") and the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Issued in accordance with the provisions of laws, regulations and normative documents such as 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 initial public offerings on the gem") and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Listing Rules on the gem") issued by Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange").
In order to issue this legal opinion, our lawyers have checked the issuer's subject qualification and its conditions, the approval and authorization of this issuance and listing, reviewed the relevant documents and copies provided by the issuer, and based on the following guarantees made by the issuer to our lawyers: the issuer has provided the necessary, true Complete original written materials, copies, copies or oral testimony without any omission or concealment; The copy materials or copies provided by them are completely consistent with the original materials or originals. The validity of the original documents has not been revoked by relevant government departments within their validity period, and they are held by their respective legal holders on the date of issuance of this legal opinion; The information provided and the signatures and seals on the documents are true.
Laws, regulations and normative legal documents published and implemented in a formal manner, and express legal opinions based on the understanding of relevant facts and laws.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions and the instructions and confirmation issued by the issuer to the exchange to issue this legal opinion.
Our lawyers only express opinions on the legal issues related to this issuance and listing, and do not express opinions on audit, asset evaluation, investment decision-making, etc. The reference of our lawyers to some data and conclusions in relevant accounting statements, audit reports and evaluation reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers do not have the qualification and ability to comment on the financial data and other professional matters involved in this issuance and listing. Therefore, our lawyers rely on the opinions of qualified professional institutions to judge these professional issues.
This legal opinion only expresses legal opinions in accordance with the relevant provisions of the laws, regulations and normative documents in force in China (for the purpose of legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and does not express legal opinions on overseas laws. The firm and its lawyers do not have the appropriate qualifications to express legal opinions on overseas legal matters. The contents related to overseas legal matters in this legal opinion are mainly the quotation, excerpt and translation of relevant legal documents of overseas lawyers, and are limited by the relevant statements, assumptions and conditions of overseas lawyers.
In accordance with the provisions of 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, as well as the facts that have occurred or exist before the issuance date of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and 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.
This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose. The exchange agrees that the issuer shall take this legal opinion as an integral part of its application materials for this issuance and listing, and shall be liable for this legal opinion.
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Abbreviation / term interpretation
Issuer / company / Han CNC refers to Shenzhen Han CNC Technology Co., Ltd
CNC Co., Ltd. refers to Shenzhen Han nationality CNC Technology Co., Ltd
Han'S Laser Technology Industry Group Co.Ltd(002008) refers to Han'S Laser Technology Industry Group Co.Ltd(002008)
Ordinary shares approved to be listed on domestic stock exchanges, marked with the par value of A-share index in RMB, subscribed and traded in RMB
The IPO / initial public offering of the Han'S Laser Technology Industry Group Co.Ltd(002008) spin off issuer in this spin off shall not exceed
City refers to 42 million RMB common shares (A shares) and listed on the gem of Shenzhen Stock Exchange
As the context requires, it refers to the articles of association of Shenzhen University in force at that time, and refers to the articles of association of family CNC Technology Co., Ltd. and its amendments
The prospectus of Shenzhen Han's CNC Technology Co., Ltd. for initial public offering and listing on GEM prepared by the issuer for the purpose of this issuance and listing in accordance with relevant laws and regulations
Audit report refers to the audit report issued by Rong Cheng on September 15, 2021 (Rong Cheng Shen Zi [2021] No. 518z1090)
Capital verification report refers to the capital verification report issued by Rong Cheng on February 22, 2022 (Rong Cheng Yan Zi [2022] No. 518z0010)
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
The provisions on the pilot domestic listing of subsidiaries under the spin off of listed companies refer to the provisions, which were repealed by the spin off rules on January 5, 2022
The measures for the initial public offering of gem refers to the measures for the administration of the registration of initial public offering of shares on GEM (for Trial Implementation)
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules
Sponsor / Citic Securities Company Limited(600030) refers to Citic Securities Company Limited(600030)
Rongcheng means Rongcheng Certified Public Accountants (special general partnership)
Beijing JUNHE law firm
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
RMB means RMB, unless the context otherwise requires
In this legal opinion, if the total is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding.
Text
1、 Approval and authorization of this issuance and listing
(I) the issuer's internal approval and authorization on this issuance and listing
The issuer held the fourth meeting of the first board of directors on February 10, 2021, All directors deliberated and unanimously passed the proposal on the company's meeting the conditions for initial public offering of A-Shares and listing on the gem, the proposal on the company's initial public offering of A-Shares and listing on the gem, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance and listing, and other proposals related to the issuance and listing. The board of directors of the issuer agreed to submit the above proposal to the first extraordinary general meeting of shareholders of the issuer in 2021 for deliberation.
The issuer held the first extraordinary general meeting of shareholders in 2021 on March 1, 2021, The shareholders attending the meeting and their representatives deliberated and unanimously adopted the proposal on the company's meeting the conditions for initial public offering of A-Shares and listing on the gem, the proposal on the company's initial public offering of A-Shares and listing on the gem, the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to issuance and listing, and other proposals related to this issuance and listing.
According to the examination of the above-mentioned documents of the board of directors and the general meeting of shareholders by our lawyers, the convening procedures and resolutions of the above-mentioned board of directors and the general meeting of shareholders comply with the provisions of the company law and the articles of association, and the resolutions made are legal and effective. The scope and procedures of the issuer's general meeting of shareholders authorizing the board of directors to handle various matters related to this issuance and listing are legal and effective.
(II) Han'S Laser Technology Industry Group Co.Ltd(002008) approval of this spin off listing
On November 9, 2020, Han'S Laser Technology Industry Group Co.Ltd(002008) held the 40th meeting of the sixth board of directors, deliberated and approved the proposal on the compliance of the spin off of its subsidiary Shenzhen Han CNC Technology Co., Ltd. to the gem listing with relevant laws and regulations, and agreed to submit these proposals to the Han'S Laser Technology Industry Group Co.Ltd(002008) general meeting of shareholders for deliberation. Han'S Laser Technology Industry Group Co.Ltd(002008) independent directors have expressed their prior approval opinions and independent opinions on matters related to the 40th meeting of the sixth board of directors. On the same day, Han'S Laser Technology Industry Group Co.Ltd(002008) the 24th Meeting of the sixth board of supervisors deliberated and adopted the relevant proposals on the spin off listing.
On December 1, 2020, Han'S Laser Technology Industry Group Co.Ltd(002008) held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the relevant proposals on the spin off and listing submitted by the board of directors of Han'S Laser Technology Industry Group Co.Ltd(002008) by item voting.
According to the relevant provisions of the then effective provisions on the split domestic listing and the current effective split rules, Han'S Laser Technology Industry Group Co.Ltd(002008) the board of directors, the board of supervisors and the general meeting of shareholders have made a resolution to approve the split listing.
(III) examination and approval of the municipal Party committee of Shenzhen Stock Exchange
On September 2, 2021, the listing audit center of Shenzhen Stock Exchange issued the announcement on the results of the 54th review meeting of the municipal Party Committee on the gem in 2021. After the review of the 54th review meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021, the issuer's issuance and listing met the issuance conditions, listing conditions and information disclosure requirements.
(IV) China Securities Regulatory Commission agrees to register the shares issued and listed this time
On December 28, 2021, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of Shenzhen Han's CNC Technology Co., Ltd. (zjxk [2021] No. 4134), agreeing to the registration application for this issuance and listing.
(V) according to paragraph 1 of Article 46 of the securities law and article 1.3 of the GEM Listing Rules, the issuer's current issuance and listing shall be examined and approved by the Shenzhen Stock Exchange, and a listing agreement shall be signed with the Shenzhen Stock Exchange before listing to clarify the rights, obligations and relevant matters of both parties.
To sum up, as of the date of issuance of this legal opinion, the issuer has obtained all other necessary approvals and authorizations in addition to the examination and approval of the Shenzhen Stock Exchange and the signing of the listing agreement with it. 2、 The issuer's subject qualification for this listing
(I) the issuer is a joint stock limited company legally established and existing
The issuer is a joint stock limited company established by CNC Co., Ltd. in accordance with the law, and obtained the business license after the issuer's overall change and establishment (Unified Social Credit Code: 914403007362935988) issued by Shenzhen market supervision administration on November 11, 2020. The issuer currently holds the business license (Unified Social Credit Code: 914403007362935988) issued by Shenzhen market supervision and administration on April 22, 2021.
According to the confirmation of the issuer and the verification of our lawyers, as of the date of issuance of this legal opinion, the issuer does not
