Shanghai jintiancheng law firm
About Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
IPO and listing on GEM
Lawyer work report
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
catalogue
Declaration matters 1 Introduction 3 interpretation 6 text eight
1、 Approval and authorization of this offering and listing eight
2、 The issuer’s subject qualification for this issuance and listing eleven
3、 The issuer’s substantive conditions for this issuance and listing twelve
4、 Establishment of the issuer sixteen
5、 Independence of the issuer twenty-one
6、 Sponsors, shareholders and actual controllers twenty-three
7、 The issuer’s share capital and its evolution thirty-nine
8、 Issuer’s business sixty-two
9、 Related party transactions and horizontal competition sixty-four
10、 The principal property of the issuer seventy-two
11、 Significant creditor’s rights and debts of the issuer eighty-nine
12、 Significant asset changes and mergers and acquisitions of the issuer ninety-one
13、 Formulation and amendment of the issuer’s articles of Association ninety-one
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors ninety-two
15、 Directors, supervisors, senior managers and core technicians of the issuer and their changes ninety-three
16、 Issuer’s tax ninety-five
17、 The issuer’s environmental protection, product quality, technology and other standards ninety-seven
18、 Application of funds raised by the issuer ninety-nine
19、 The issuer’s business development objectives one hundred
20、 Litigation, arbitration or administrative punishment one hundred
21、 Evaluation of the legal risk of the issuer’s prospectus one hundred and one
22、 Other matters to be explained one hundred and one
23、 Concluding observations one hundred and three
Shanghai jintiancheng law firm
About Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
IPO and listing on GEM
Lawyer work report
Case No.: 02f20180182 to: Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582)
Shanghai jintiancheng law firm (hereinafter referred to as “the exchange”) accepts the entrustment of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as “the issuer” or “the company” or “Sanwei Tiandi”) and, in accordance with the lawyer service agreement signed between the issuer and the exchange, acts as the issuer’s initial public offering of shares and listing on the gem (hereinafter referred to as “the issuance and listing”) ）Special legal counsel. 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 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 other relevant laws, regulations and normative documents, and issue this lawyer’s work report on the matters related to this issuance and listing.
Declaration matters
1、 The exchange and its handling lawyers shall, in accordance with the securities law Measures for the administration of securities legal business of law firms (hereinafter referred to as “measures for the administration of securities legal business”), rules for the practice of securities legal business of law firms (for Trial Implementation), 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 (hereinafter referred to as“ And the facts that have occurred or existed before the issuance date of this lawyer’s work report, 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 lawyer’s work report are true, accurate and complete, and the concluding opinions expressed are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer’s issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The reference to some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this lawyer’s work report and the legal opinion issued for this issuance (hereinafter referred to as “legal opinion”) does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this lawyer’s work report, we and our handling lawyers determine whether certain events are legal and effective based on the applicable laws, regulations and normative documents when such events occur.
4、 The issuance of this lawyer’s work report has been guaranteed by the issuer as follows:
(i) The issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this lawyer’s work report.
（2） The documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsity and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original.
5、 For the fact that the lawyer’s work report is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take the lawyer’s work report and legal opinion as the necessary legal documents for the issuer’s issuance and listing, report them together with other materials, and is willing to bear corresponding legal liabilities. VII The exchange agrees that the issuer may quote some or all of the contents of this lawyer’s work report in the prospectus or in accordance with the review requirements of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and China Securities Regulatory Commission (hereinafter referred to as “CSRC”), but the issuer shall not cause legal ambiguity or misinterpretation due to the above quotation.
8、 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 without the written consent of the exchange.
Based on the above, the firm and its handling lawyers issue this lawyer’s work report in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
introduction
1、 Introduction to law firm
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. It also opened branches in Chinese mainland’s twenty-one largest cities (Beijing, Shenzhen, Hangzhou, Suzhou, Nanjing, Chengdu, Chongqing, Taiyuan, Qingdao, Xiamen, Xiamen, Xiamen, city, Hangzhou, China, Hong Kong, China, Hong Kong, China, Hong Kong, China, Hong Kong, China, Hong Kong, China) and opened a branch in London, England.
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 China, Shanghai Municipal Bureau of justice and other government agencies, It is a comprehensive law firm that can provide customers with all-round legal services.
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, international well-known legal media and authoritative rating agencies for many times. 2、 Brief introduction of signing lawyer
1. Lawyer Ying Hailiang
Lawyer Jia Hailiang, graduated from Northwest University of political science and law with a master of law, is now a senior partner of the firm, mainly engaged in companies, securities, finance, etc.
Contact information: Tel: 010-85230688; Fax: 010-85230699; mail box: [email protected]. 。
2. Lawyer Li Panfeng
Lawyer Li Panfeng, graduated from Shanghai Jiaotong University with a master’s degree in law, is now a senior partner of the firm. His main fields of practice are enterprise restructuring and listing, securities, M & A, etc.
Contact information: Tel: 021-20511000; Fax: 021-20511999; mail box: [email protected]. 。
3. Lawyer Liu Jianhai
Lawyer Liu Jianhai, graduated from Northwest University of political science and law with a master of law, mainly engaged in companies, securities, mergers and acquisitions, etc.
Contact information: Tel: 010-85230688; Fax: 010-85230699; mail box: [email protected]. 。 3、 Preparation process of lawyer work report and legal opinion
In order to provide good lawyer services for this issuance and listing, the bourse appointed handling lawyers to work at the location of the issuer in December 2019. In accordance with the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business, other laws, regulations, normative documents and relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The lawyers of the firm have verified and verified the documents and facts of the issuer related to the issuance and listing, and prepared legal opinions and the lawyer’s work report on this basis. The above work process of our lawyers includes:
1. Communication stage. It mainly refers to the two-way communication between our lawyers and the issuer. Our lawyers introduce the status, role, work contents and steps of lawyers in this stock issuance and listing to the issuer, and require the issuer to assign special personnel to cooperate with our lawyers.
2. Inspection stage. According to the provisions of relevant laws, regulations and normative documents, our lawyers have prepared an inspection plan, comprehensively inspected the facts related to the issuer’s issuance and listing, fully understood the issuer’s legal situation and the legal risks and problems it faces, and discussed whether the issuer complies with the company law, securities law and other laws Make analysis and judgment on the conditions for this issuance and listing as stipulated by laws and regulations and the CSRC. At this stage, the company conducted sufficient research and demonstration with the sponsor and other intermediaries on the problems found in the work and the problems raised by the Issuer on its own initiative, put forward disposal and standardization plans according to law, and assist the issuer in solving them.
In the process of inspection, our lawyers mainly adopted a variety of inspection and verification methods such as face-to-face interview, field investigation, written review, query, calculation and review, so as to comprehensively and fully understand the legal facts of the issuer. As for some important facts that cannot be supported by independent evidence, our lawyers verified with relevant government departments, major shareholders of the issuer, other relevant units or relevant persons, and required the issuer and relevant parties to issue information statements, statements and supporting documents.
For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notarial institutions and other public institutions, our lawyers have fulfilled the relevant obligations of care required by Article 14 of the measures for the administration of securities legal business, And take the above documents as the basis for issuing legal opinions.
3. Drafting stage. In accordance with the company law, the securities law, the measures for the administration of registration, the Compilation Rules No. 12 and other relevant laws and regulations, the lawyers of the firm summarize the completed inspection work, prepare and issue legal opinions and the lawyer’s work report according to the situation of the issuer.
As of the issuance date of this lawyer’s work report, the handling lawyer assigned by the exchange has carried out relevant work in the issuer’s location, with a cumulative working time of about 100 working days.
interpretation
In this lawyer’s work report, unless the context otherwise requires, the following words or abbreviations have the following meanings: the issuer and 3D world refer to Beijing 3D Tiandi Science & Technology Co.Ltd(600582) , which is a joint stock limited company established by Beijing 3D Tiandi Science & Technology Co.Ltd(600582) Co., Ltd. or joint stock company on September 24, 2019
3D Co., Ltd. or limited company refers to Beijing 3D Tiandi Science & Technology Co.Ltd(600582) Co., Ltd. (formerly known as Beijing 3D Tiandi computer technology development Co., Ltd.), established on July 3, 1995, which is the predecessor of the issuer
Hainan 3D refers to Hainan 3D Tiandi Cloud Data Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hong Kong 3D world Technology Co., Ltd. (English Name: Hong Kong 3D refers to Sunwayworld Science & Technology Co., limited), which is a wholly-owned subsidiary of the issuer
Sanwei Zhijian refers to Beijing Sanwei Zhijian Management Consulting Center (limited partnership), which is the shareholder of the issuer
Beijing Weiheng
