Shanghai jintiancheng law firm about
Guangzhou jusailong Engineering Plastics Co., Ltd. made an initial public offering and was listed on the gem
Lawyer work report
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Chapter one introduction three
1、 Introduction to law firm and handling lawyer three
2、 The working process of our lawyers in making legal opinions six
3、 Declaration matters eight
4、 Interpretation ten
Chapter II text thirteen
1、 Approval and authorization of this offering and listing thirteen
2、 The subject qualification of this issuance and listing fifteen
3、 The substantive conditions of this offering and listing sixteen
4、 Establishment of the company twenty
5、 Independence of the company thirty-eight
6、 Share capital and evolution of the company forty
7、 Sponsors and shareholders (actual controllers) forty-eight
8、 Subsidiaries of the company sixty-eight
9、 The company’s business seventy
10、 Related party transactions and horizontal competition seventy-three
11、 The main property of the company eighty-one
12、 Major creditor’s rights and debts of the company ninety
13、 Major asset changes and mergers and acquisitions of the company one hundred and three
14、 Formulation and amendment of the articles of Association one hundred and four
15、 Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the company one hundred and five
16、 Directors, supervisors and senior managers of the company and their changes one hundred and twelve
17、 Company tax one hundred and sixteen
18、 The company’s environmental protection and product quality, technology and other standards one hundred and nineteen
19、 The use of funds raised by the company one hundred and twenty-one
20、 The company’s business development objectives one hundred and twenty-two
21、 Litigation, arbitration or administrative punishment one hundred and twenty-two
22、 Evaluation of the legal risk of the company’s prospectus one hundred and twenty-six
23、 Other problems to be explained one hundred and twenty-six
Ownership of trademarks and accessories of a major company one hundred and thirty-two
Annex II: Main patents owned by the company and its subsidiaries one hundred and thirty-four
Annex III: main financial subsidies enjoyed by the company and its subsidiaries one hundred and thirty-seven
Shanghai jintiancheng law firm
About Guangzhou jusailong Engineering Plastics Co., Ltd
IPO and listing on GEM
Lawyer work report
To: Guangzhou jusailong Engineering Plastics Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangzhou jusailong Engineering Plastics Co., Ltd. (hereinafter referred to as “the issuer” or “the company”), Acting as the special legal adviser on the issuer’s application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this offering” or “this offering and listing”), the exchange hereby issues a legal opinion on the work completed by the exchange for the issuer’s this offering and listing Issue a lawyer’s work report on the basis of opinions or conclusions. In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws and regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) No. 12 rules for the compilation and reporting of information disclosure of public securities companies – legal opinions and lawyers’ work report on public securities issuance, measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), rules for the examination and approval of the issuance and listing of shares on the gem of Shenzhen Stock Exchange, and rules for the listing of shares on the gem of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange respectively And the relevant provisions of 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 (for Trial Implementation) jointly issued by the CSRC and the Ministry of justice, this lawyer’s work report is issued in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry.
Chapter I Introduction
1、 Introduction to law firm and handling lawyer
Shanghai Jin Tian Cheng law firm was established in April 1999. It is registered as the 11 and 12 tier of Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai. It is the largest partnership law firm in Shanghai. And in the twenty-one largest cities in China (Beijing, Shenzhen, Hangzhou, Suzhou, Nanjing, Chengdu, Chongqing, Taiyuan, Qingdao, Xiamen, Xiamen, Xiamen, Tianjin, Chinese mainland, city, Hangzhou, China, China, London, USA), and jointly with the law firm of Huang Sheng Huang. Establish a strategic partnership with bird & Bird LLP, an international law firm.
The exchange mainly provides litigation and non litigation businesses related to direct investment, securities and futures, financial banks, corporate mergers and acquisitions, intellectual property and technology transfer, real estate, taxation and labor relations, and has professional qualification certificates issued by the Ministry of justice of the people’s Republic of China, Shanghai Municipal Bureau of Justice and other government agencies, It is a comprehensive law firm that can provide all-round legal services for our customers.
Our service tenet: high quality, high efficiency, integrity and dedication. By bringing together the top talents in the legal industry, the Institute can formulate high-level legal solutions and provide efficient legal services for customers at home and abroad in a rapidly changing business environment. Since its establishment, the Institute has been listed as one of the top legal service providers in China by the Ministry of justice, local judicial bureaus, bar associations, internationally renowned legal media and authoritative rating agencies for many times. For the purpose of the issuer’s IPO, the exchange appointed Wu Chuanjiao, Yang Wenming and Yan Bingjie as handling lawyers to provide relevant legal services for the issuer. His main experience, securities business practice records and contact information are as follows:
（1） Lawyer Wu Chuanjiao
1. Main experience:
Lawyer Wu Chuanjiao has been working as a lawyer since 2006.
In July 2006, lawyer Wu Chuanjiao joined Guangdong ShengDian law firm. In January 2008, lawyer Wu Chuanjiao joined the Shenzhen Office of Beijing Zhonglun law firm. In February 2016, lawyer Wu Chuanjiao joined the Shenzhen Office of Shanghai jintiancheng law firm and has been a senior partner and lawyer ever since.
2. Securities business practice record:
Since she began to engage in legal business in 2006, lawyer Wu Chuanjiao has successively participated in securities legal businesses such as joint-stock restructuring, stock issuance and listing, asset acquisition and restructuring of dozens of enterprises, including Guangtian shares (stock code Shenzhen Grandland Group Co.Ltd(002482) ), Shenzhen Ellassay Fashion Co.Ltd(603808) (stock code Shenzhen Ellassay Fashion Co.Ltd(603808) ), Lugang culture (stock code Zhewen Pictures Group Co.Ltd(601599) ) Shenzhen Transsion Holdings Co.Ltd(688036) (stock code Shenzhen Transsion Holdings Co.Ltd(688036) ) domestic IPO Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (stock code Shenzhen Bauing Construction Holding Group Co.Ltd(002047) ) backdoor listing Tibet Urban Development And Investment Co.Ltd(600773) (stock code Tibet Urban Development And Investment Co.Ltd(600773) ) major asset reorganization, Chongqing Gangjiu Co.Ltd(600279) (stock code Chongqing Gangjiu Co.Ltd(600279) ) major asset reorganization, Lugang culture (stock code Zhewen Pictures Group Co.Ltd(601599) ) major asset reorganization, Qtone Education Group(Guangdong) Co.Ltd(300359) (stock code Qtone Education Group(Guangdong) Co.Ltd(300359) ) major asset reorganization; Guangtian shares (stock code Shenzhen Grandland Group Co.Ltd(002482) ), Lugang culture (stock code Zhewen Pictures Group Co.Ltd(601599) ), Teli a ( Shenzhen Tellus Holding Co.Ltd(000025) ) non-public offering of shares, etc.
3. Contact information:
Address: 22F, building 1, excellence Century Center, Fuhua 3rd road, Futian Central District, Shenzhen (postcode: 518048) Tel: (86755) 82816698
Fax: (86755) 82816898
E-mail: [email protected].
（2） Lawyer Yang Wenming
1. Main experience:
Lawyer Yang Wenming has been working as a lawyer since 2010. In July 2003, lawyer Yang Wenming joined the legal and compliance department of China Merchants Bank Co.Ltd(600036) head office; In March 2010, lawyer Yang Wenming joined the Shenzhen Office of Beijing Zhonglun law firm; In July 2014, lawyer Yang Wenming joined the Shenzhen Office of Shanghai jintiancheng law firm and has been a senior partner and lawyer ever since.
2. Securities business practice record:
Since he began to engage in securities legal business in 2010, lawyer Yang Wenming has successively participated in the securities legal business of dozens of enterprises, such as joint-stock restructuring, stock issuance and listing, asset acquisition and restructuring, acquisition of listed companies, bond issuance, etc., and his representative achievements include: Kangyue Technology Co.Ltd(300391) (stock code Kangyue Technology Co.Ltd(300391) ) major asset restructuring, Lugang culture (stock code Zhewen Pictures Group Co.Ltd(601599) ) major asset restructuring Anhui Tatfook Technology Co.Ltd(300134) ( Anhui Tatfook Technology Co.Ltd(300134) ) non-public offering of shares, Hubei Sanxia New Building Materials Co.Ltd(600293) (stock code Hubei Sanxia New Building Materials Co.Ltd(600293) ) non-public offering of shares, Beihai Gofar Chuanshan Biological Co.Ltd(600538) (stock code Beihai Gofar Chuanshan Biological Co.Ltd(600538) ) non-public offering of shares, Shenzhen Ruilai Jiayu investment enterprise (limited partnership) acquisition of Huiqiu Technology (stock code Inmyshow Digital Technology (Group) Co.Ltd(600556) ), Shenzhen Sdg Information Co.Ltd(000070) (stock code Shenzhen Sdg Information Co.Ltd(000070) ) public offering of convertible bonds, etc.
3. Contact information:
Address: 22F, building 1, excellence Century Center, Fuhua 3rd road, Futian Central District, Shenzhen (postcode: 518048) Tel: (86755) 82816698
Fax: (86755) 82816898
E-mail: [email protected].
（3） Lawyer Yan Bingjie
1. Main experience:
Lawyer Yan Bingjie has been working as a lawyer since 2017. In August 2017, lawyer Yan Bingjie joined Beijing Yingke (Chongqing) law firm; In April 2019, lawyer Yan Bingjie joined Guangdong Xinda law firm; In June 2020, lawyer Yan Bingjie joined the Shenzhen Office of Shanghai jintiancheng law firm and has been a lawyer ever since.
2. Securities business practice record:
Since he began to engage in legal business in 2017, lawyer Yan Bingjie has successively participated in securities legal businesses such as joint-stock restructuring, stock issuance and listing, asset acquisition and restructuring of several enterprises.
3. Contact information:
Address: 22F, building 1, excellence Century Center, Fuhua 3rd road, Futian Central District, Shenzhen (postcode: 518048) Tel: (86755) 82816698
Fax: (86755) 82816898
E-mail: [email protected].
2、 The working process of our lawyers in making legal opinions
In May 2017, the exchange signed an agreement on the employment of legal counsel with the issuer and accepted the entrustment of the issuer to act as the special legal counsel for the issuance and listing. According to the company law, the securities law, the measures for the administration of the registration of initial public offerings on the growth enterprise market (for Trial Implementation), the rules for the examination and approval of the issuance and listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, 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 other relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the exchange has issued the legal opinion of Shanghai jintiancheng law firm on the initial public offering and listing on the gem of Guangzhou jusailong Engineering Plastics Co., Ltd. The working process of the legal opinion produced by the Institute is as follows:
（1） Prepare verification plan and issue due diligence document list
Since accepting the entrustment in May 2017, the handling lawyers of the firm have comprehensively verified and verified the relevant legal issues involved in the company’s issuance and listing in accordance with the administrative measures for law firms engaging in securities legal business, the practicing rules for securities legal business of law firms (for Trial Implementation) and the requirements of the business rules of the firm.
The lawyers of the firm prepared a detailed verification plan and issued a list of legal due diligence documents to the company, clarifying the scope of verification and verification, including but not limited to: the approval and authorization of the company’s issuance and listing, the qualification of the subject of the issuance and listing, the substantive conditions of the issuance and listing, the establishment of the company, the independence of the company, the capital stock of the company and its evolution, The company’s shareholders and actual controllers, the company’s subsidiaries and branches, the company’s business, related party transactions and horizontal competition, the company’s main property, the company’s major creditor’s rights and debts, the company’s major asset changes and mergers and acquisitions, the formulation and amendment of the company’s articles of Association, the rules of procedure and standardized operation of the company’s general meeting of shareholders, the board of directors and the board of supervisors, the company’s directors Supervisors and senior managers and their changes, the company’s tax, the company’s environmental protection, product quality, technology and other standards, the use of the company’s raised funds, the company’s business development objectives and litigation, arbitration or administrative punishment, etc.
According to the actual progress of the work, our lawyers have made appropriate additions or adjustments to the verification plan at any time.
（2） Verification and verification
In the process of verification, in order to ensure a comprehensive and full grasp of the legal facts of the company, our lawyers have adopted various verification methods such as written review, interview, field investigation, query, calculation, Internet search and so on in accordance with the requirements of independence, objectivity and impartiality and the principles of prudence and importance. The verification process mainly includes:
1. Written review
In the initial stage of the above verification, the company provided basic documents according to the list of due diligence documents issued by the exchange
