Shanghai Guangfa law firm
About Mingyue lens Co., Ltd
Initial public offering and
Shenzhen Stock Exchange GEM Listing
Legal opinion
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website: http://www.gffirm.com. |Email: [email protected].
Office address: 26th floor, Taikang Insurance Building, No. 429, Nanquan North Road, Shanghai Postal Code: 200120
Shanghai Guangfa law firm
About Mingyue lens Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
To: Mingyue lens Co., Ltd
Shanghai Guangfa law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Mingyue lens Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) as the special legal adviser for its application for initial public offering and listing on the gem. 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) (hereinafter referred to as the “administrative measures”), and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “Listing Rules”) ）And other relevant laws, regulations and normative documents, and issue this legal opinion on the company’s application for listing its shares on Shenzhen Stock Exchange (hereinafter referred to as “this listing”) after its initial public offering.
In accordance with the securities law Measures for the administration of securities legal business of law firms and rules for the practice of securities legal business of law firms (for Trial Implementation) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion 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.
The exchange agrees to take this legal opinion as a necessary legal document for the issuer’s listing, report it together with other materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
This legal opinion is only for the purpose of applying for the listing of its shares on the Shenzhen Stock Exchange after the issuer’s initial public offering of shares, and shall not be used for any other purpose.
1、 Approval and authorization of the issuer’s listing
The issuer held the seventh meeting of the first board of directors on June 18, 2020 and the second extraordinary general meeting of shareholders in 2020 on July 3, 2020, The proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on the investment direction of the funds raised from the public offering of RMB common shares (A shares), and the proposal on Authorizing the board of directors to handle the initial public offering of RMB common shares were deliberated and adopted respectively The validity period of authorizing the board of directors to handle matters is 24 months from the date when the authorization is approved by the general meeting of shareholders of the company.
According to the verification of the lawyers of the exchange, the exchange believes that the contents of the above resolutions made by the general meeting of shareholders of the issuer for the listing are legal and effective, and the scope of authorization and procedures authorized by the general meeting of shareholders to authorize the board of directors to handle matters related to the listing are legal and effective.
（2） Shenzhen Stock Exchange passed the examination on the issuer’s issuance and listing
The GEM Listing Committee of Shenzhen stock exchange held the 37th review meeting in 2021 on July 8, 2021 and approved the issuer’s application for this issuance and listing.
（3） Consent of China Securities Regulatory Commission on the listing registration of the issuer
On November 2, 2021, the CSRC issued the reply on Approving the registration of the initial public offering of shares of Mingyue lens Co., Ltd. (zjxk [2021] No. 3473), agreeing to the issuer’s application for registration of the initial public offering of shares.
In conclusion, the exchange believes that the issuer’s issuance and listing has been approved and authorized by the general meeting of shareholders, approved by Shenzhen Stock Exchange and approved by CSRC.
2、 On the subject qualification of the issuer for this listing
The issuer was approved and registered as a joint stock limited company by Zhenjiang market supervision and Administration Bureau in November 2019, and now holds the business license with unified social credit code of 91321181742468227m. Its domicile is No. 9 Yinxing Road, Danyang Development Zone, Danyang City, Jiangsu Province, and its legal representative is Xie gongwan, The company is a joint stock limited company (unlisted), with a registered capital of 100.756 million yuan.
According to the verification of our lawyers, the issuer has not been bankrupt, dissolved or ordered to close down in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other laws, regulations and normative documents, as well as the articles of association of Mingyue lens Co., Ltd.
The exchange believes that the issuer is a joint stock limited company legally established and effectively existing, and has the subject qualification to apply for this listing as stipulated in the securities law, administrative measures, listing rules and other laws, regulations and normative documents.
3、 On the substantive conditions of the issuer’s listing
1. According to the verification of our lawyers, the issuer is a joint stock limited company established according to law and has been operating continuously for more than 3 years, has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law; The issuer’s basic accounting work is standardized, the preparation and disclosure of financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflect the issuer’s financial position, operating results and cash flow in all major aspects, The audit report with standard unqualified opinion has been issued by Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”); the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the company’s operation efficiency, legal compliance and reliability of financial reports, and the unqualified conclusion has been issued by Lixin certified public accountants Internal control assurance report; The issuer’s business is complete and has the ability to directly face the market and operate independently and continuously; The issuer’s production and operation comply with the provisions of laws and administrative regulations and national industrial policies; In the last three years, the issuer and its controlling shareholders and actual controllers have not committed any criminal crime of corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and there has been no fraudulent issuance, illegal major information disclosure or other crimes involving national security, public security, ecological security, production safety Major violations in the fields of public health and safety; The directors, supervisors and senior managers of the issuer have not been subject to administrative punishment by the CSRC in the past three years, or have been placed on file for investigation by judicial organs for suspected crimes or have been placed on file for investigation by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion. The issuer complies with the issuance conditions specified in Articles 10, 11, 12 and 13 of the administrative measures and Article 2.1 of the listing rules Article 1 (I).
2. Before the issuance, the total share capital of the issuer was 100.756 million yuan. According to the capital verification report (xksbz [2021] No. za15935) issued by Lixin certified public accountants, after the completion of the issuance, the total share capital of the issuer was 134.3414 million yuan, no less than 30 million yuan, which is in line with Article 2.1 of the listing rules Article 1, paragraph 1 (2).
3. The number of shares publicly issued by the issuer this time is 33585400, accounting for more than 25% of the total number of shares of the issuer after issuance, which is in line with Article 2.1.1 of the listing rules Article 1, paragraph 1 (3).
4、 According to the prospectus of Mingyue lens Co., Ltd. for initial public offering and listing on the gem (Registration draft), the audit report xksb Zi [2021] No. za15469 issued by Lixin certified public accountants and the non recurring profit and loss report xksb Zi [2021] No. za15473 issued by Lixin certified public accountants , the issuer’s net profits attributable to the shareholders of the parent company in 2019 and 2020 were 69.846 million yuan and 70.049 million yuan respectively, and the net profits attributable to the shareholders of the parent company after deducting non recurring profits and losses were 65.9246 million yuan and 63.4527 million yuan respectively. The issuer’s net profits attributable to the shareholders of the parent company after deducting non recurring profits and losses in the last two years were positive, The accumulated net profit after deducting non recurring profits and losses in the last two years is 129.3773 million yuan, not less than 50 million yuan, which is in line with Article 2.1 of the listing rules The provisions of item (4) of paragraph 1 of Article 1 and item (I) of article 2.1.2.
5. The issuer and its directors, supervisors and senior managers have made a commitment to ensure that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with Article 2.1 of the listing rules Article 7.
6. The lawyer of the firm consulted the commitment and statement documents issued by the issuer and relevant responsible subjects. According to the verification of our lawyers, the relevant commitments and binding measures made by the issuer and relevant responsible subjects according to the requirements of the regulatory authorities comply with the current laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange. The contents of the public commitments and the binding measures in case of failure to fulfill the commitments are legal and effective.
In conclusion, the exchange believes that the issuer’s listing meets the relevant conditions specified in the company law, securities law, administrative measures and listing rules.
4、 Sponsor and sponsor representative of this offering and listing
1. In order to apply for this listing, the issuer hired Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Dongfang investment bank”) as a recommendation institution. According to the verification of our lawyers, Dongfang investment bank has the qualification of recommendation business and the membership of Shenzhen Stock Exchange, which is in line with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the listing rules.
2. Dongfang investment bank has appointed Yu Jian and Li Zheng as the sponsor representatives to be specifically responsible for the sponsor of the issuer’s listing, which is in line with Article 3.1.1 of the listing rules Article 3.
5、 Concluding observations
To sum up, the exchange believes that the issuer has obtained the necessary annotation and authorization for this listing, and the issuer has the subject qualification for this listing, and meets the substantive conditions for applying for initial public offering and listing on the gem of Shenzhen Stock Exchange.
This legal opinion is made in three originals.
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(there is no text on this page, which is the signature page of the legal opinion of Shanghai Guangfa law firm on the initial public offering of shares by Mingyue lens Co., Ltd. and its listing on the gem of Shenzhen Stock Exchange)
Handling lawyer of Shanghai Guangfa law firm
Unit leader Chen Jie
Meng FanFeng, Shao bin
Wen Ting Li
specific date
