Beijing Deheng Law Firm
On the initial public offering of shares and listing on the gem of Jiayuan Technology Co., Ltd
Lawyer work report
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
catalogue
interpretation…… 2 section I Introduction five
1、 Introduction to Beijing Deheng Law Firm and its handling lawyers five
2、 The process of making lawyers’ work reports and legal opinions 6 section II text nine
1、 Approval and authorization of this offering and listing nine
2、 The subject qualification of this issuance and listing twelve
3、 The substantive conditions for this offering and listing thirteen
4、 Establishment of the issuer sixteen
5、 Independence of the issuer nineteen
6、 Sponsors (shareholders) and actual controllers…… 21
7、 The issuer’s share capital and its evolution twenty-eight
8、 Issuer’s business forty-five
9、 Related party transactions and horizontal competition forty-nine
10、 The principal property of the issuer fifty-five
11、 Significant creditor’s rights and debts of the issuer sixty-seven
12、 Major asset changes and mergers and acquisitions of the issuer seventy
13、 Formulation and amendment of the articles of association of the issuer seventy-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 seventy-three
15、 Directors, supervisors and senior managers of the issuer and their changes seventy-five
16、 Issuer’s tax eighty
17、 The issuer’s environmental protection, product quality, technology and other standards eighty-four
18、 Application of funds raised by the issuer eighty-five
19、 The issuer’s business development objectives eighty-six
20、 Litigation, arbitration or administrative punishment eighty-seven
21、 Evaluation of the legal risk of the issuer’s prospectus eighty-seven
22、 The overall concluding observations of this offering and listing eighty-seven
interpretation
In this lawyer’s work report, unless otherwise specified in the text, the following terms have the following meanings:
The issuer and the company refer to Jiayuan Technology Co., Ltd., formerly known as “Sichuan Jiayuan Technology Co., Ltd.”
Jiayuan Co., Ltd. refers to Sichuan Jiayuan Electronic Technology Co., Ltd., formerly known as “Nanchong Diwang film and television advertising decoration Co., Ltd., Nanchong Jiayuan film and television advertising decoration Co., Ltd. and Nanchong Jiayuan Electronic Appliance Co., Ltd.”
Sponsor, lead underwriter, refers to Citic Securities Company Limited(600030) Citic Securities Company Limited(600030)
Lixin club and Lixin means Lixin Certified Public Accountants (special general partnership)
Deheng, Beijing Deheng Law Firm
Lawyer Deheng refers to the signing lawyer of Beijing Deheng Law firm who handles the issuer’s IPO and listing on the gem
A share refers to domestic RMB ordinary shares
This issuance and listing refers to the issuer’s initial public offering of shares and listing on the gem
The reporting period refers to 2017, 2018, 2019 and January June 2020
The three types of shareholders refer to contractual private equity funds, asset management plans and trust plans
Jiayuan network refers to Sichuan Jiayuan Network Security Co., Ltd
Qianjin medical information refers to Sichuan Qianjin Medical Information Technology Co., Ltd
Jiuyuan technology refers to Sichuan Jiuyuan Technology Co., Ltd
Chengdu branch refers to Chengdu Branch of Jiayuan Technology Co., Ltd
Nanchong engineering branch refers to Nanchong engineering branch of Jiayuan Technology Co., Ltd
Chongqing branch refers to Chongqing Branch of Jiayuan Technology Co., Ltd
Beijing branch refers to Beijing Branch of Jiayuan Technology Co., Ltd
Quanzhou branch refers to Quanzhou branch of Jiayuan Technology Co., Ltd
Tibet branch refers to Tibet Branch of Jiayuan Technology Co., Ltd
Changchun branch refers to Changchun Branch of Jiayuan Technology Co., Ltd
Ningxia Branch refers to Ningxia Branch of Jiayuan Technology Co., Ltd
Jiade sunshine refers to Xiamen Jiade sunshine Equity Investment Management Co., Ltd
Jiaduoji refers to Chengdu jiaduoji Business Information Consulting Center (limited partnership)
Jiade Chuangxin refers to Xiamen Jiade Chuangxin venture capital partnership (limited partnership), formerly known as “Xiamen Jiade Chuangxin equity investment management partnership (limited partnership)”
Xinrui Jiying refers to Xiamen Xinrui Jiying equity investment partnership (limited partnership)
Jiaan Mingkang refers to Beijing Jiaan Mingkang Enterprise Management Consulting Co., Ltd
Junhongxiang refers to Chengdu junhongxiang business information consulting partnership (limited partnership)
The share transfer system and the new third board refer to the national share transfer system for small and medium-sized enterprises
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The Company Law refers to the company law of the people’s Republic of China (amended in 2018), which was amended and implemented on October 26, 2018
The Securities Law refers to the securities law of the people’s Republic of China (revised in 2019), which was revised and adopted at the 15th meeting of the Standing Committee of the 13th National People’s Congress of the people’s Republic of China on December 28, 2019 and shall enter into force as of March 1, 2020
The measures for the administration of registration refer to the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation), which shall come into force on June 12, 2020
The stock listing rules refer to the Shenzhen Stock Exchange gem stock listing rules (revised in 2020), which shall come into force as of June 12, 2020
The articles of association of listed companies refers to the guidelines for the articles of association of listed companies (revised in 2019), which was revised and implemented on April 17, 2019
Articles of association means, as the context requires, the articles of association then in force of the issuer
Articles of Association (draft refers to the jiayuanke case deliberated and adopted by the issuer’s 4th extraordinary general meeting in 2020) articles of association of Technology Co., Ltd. (Draft)
Prospectus (application refers to the initial public offering of shares by Jiayuan Technology Co., Ltd. and its report on the GEM) listing prospectus (application draft)
The audit report refers to the audit report and financial statements of Jiayuan Technology Co., Ltd. issued by Lixin, “Xin Hui Shi Bao Zi [2020] No. za90589”
Internal control assurance report refers to the internal control assurance report of Jiayuan Kejian Technology Co., Ltd. issued by Lixin, “Xin Hui Shi Bao Zi [2020] No. za90591”
Tax audit report refers to the special audit report on the description of main tax types of Jiayuan Technology Co., Ltd. issued by Lixin, “Xin Hui Shi Bao Zi [2020] No. za90593”
Lawyer’s work report refers to the lawyer’s work report of Beijing Deheng Law Firm on the initial public offering of Jiayuan Technology Co., Ltd. and its listing on the gem
Legal opinion refers to the legal opinion of Beijing Deheng Law Firm on the initial public offering of Jiayuan Technology Co., Ltd. and its listing on the gem
China or territory refers to the mainland of the people’s Republic of China (for the purpose of this lawyer’s work report, excluding Hong Kong, Macao and Taiwan)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this lawyer’s work report, there may be differences in the mantissa between the sum of some total numbers and the direct addition of all additive numbers. These differences are caused by rounding.
Beijing Deheng Law Firm
About Jiayuan Technology Co., Ltd
IPO and listing on GEM
Lawyer work report
Deheng 06f20190321- 00001 to: Jiayuan Technology Co., Ltd
Deheng accepts the entrustment of the issuer to provide special legal services for the issuer’s initial public offering and listing on the gem. In accordance with the provisions of the company law, the securities law, the measures for the administration of registration issued by the CSRC, the rules for the preparation and reporting of information disclosure by public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance and other relevant laws, regulations, rules and normative documents, and in accordance with the business standards recognized by the lawyer industry This lawyer’s work report is issued on the issuer’s public offering and listing on the gem in the spirit of ethics and diligence.
The work and relevant opinions completed by lawyer Deheng for the issuer’s public offering of shares and listing on the gem are reported as follows:
Section I Introduction
1、 Introduction to Beijing Deheng Law Firm and its handling lawyers
(i) Introduction to Deheng
Deheng, formerly known as China Law Center, was founded in Beijing in January 1993 with the approval of the Ministry of justice of the people’s Republic of China. It was renamed Deheng Law Firm in July 1995, Beijing Deheng Law Firm in 2001 and Beijing Deheng Law Firm in 2011.
Deheng’s business scope covers securities financing, banks, companies, project financing, real estate, commercial arbitration and litigation and other legal services. At present, the firm holds the practice license of law firm issued by Beijing Municipal Bureau of justice
The Credit Code of the association is 3111000000448m, the domicile is 12 / F, block B, Fukai building, No. 19 Financial Street Holdings Co.Ltd(000402) Xicheng District, Beijing, and the person in charge is Wang Li.
（2） Introduction to handling lawyer
The exchange is the issuer’s public offering of shares and listing on the gem. The signing lawyers who issue legal opinions and this lawyer’s work report are lawyer Luo Yuanqing, lawyer Lin Peiwei and lawyer Qian Jiawei. Their main practice fields, securities business practice experience and contact information are as follows:
Lawyer Luo Yuanqing, a practicing lawyer and senior partner of the firm, with practice certificate No.: 14403200610416137, graduated from Xiamen University with a master’s degree. He is mainly engaged in the legal business of domestic and foreign issuance and listing of enterprises, as well as the design and issuance of financial products such as investment and financing, M & A, bonds, investment funds and asset securitization. He has provided legal services for M & A, reorganization, restructuring, issuance and listing projects of many companies, and served as special or perennial legal counsel for many listed companies or companies to be listed.
Lawyer Lin Peiwei, practicing lawyer of the firm, with practice certificate No.: 14403201910146996, master of law, is engaged in legal business such as enterprise listing, M & A, reorganization, investment and financing.
Lawyer Qian Jiawei, a practicing lawyer of the firm, with practice certificate No.: 14403201810067470, master of law, and his practice field is enterprise listing, M & A, reorganization, investment and financing and other legal businesses.
Contact information of Deheng lawyer:
Address: 12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999
2、 Preparation process of lawyer’s work report and legal opinions
As the special legal adviser of the issuer for this issuance and listing, the exchange has appointed Deheng lawyers Luo Yuanqing, Lin Peiwei and Qian Jiawei to undertake this business in order to complete the legal services of the issuer for this issuance and listing. The main work of Deheng lawyer includes:
1. Communication with the issuer
Accepting issuers
