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Beijing Jingtian Gongcheng law firm
about
Shenzhen oney Electronics Co., Ltd
Initial public offering of RMB common shares listed on the gem
Legal opinion
December, 2001
According to the legal consultant employment agreement signed between Shenzhen oney Electronics Co., Ltd. (hereinafter referred to as “the company” and “the issuer”) and Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the exchange”), the exchange is entrusted as the issuer to publicly issue RMB common shares in China for the first time (hereinafter referred to as “the offering”) ）And a special legal adviser listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this listing”).
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, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the Listing Rules of Shenzhen Stock Exchange on the gem (revised in 2020) (hereinafter referred to as the “Listing Rules”), and other laws of the people’s Republic of China (hereinafter referred to as “China” for the purpose of this legal opinion, excluding the laws, regulations and normative documents in force in Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) ）. the relevant provisions of Shenzhen Stock Exchange provide legal services for the issuer’s listing and issue this legal opinion.
In order to issue this legal opinion, we hereby make the following statement:
1. 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.
2. The issuer guarantees that it has provided the original written materials, duplicate materials or oral testimony that the lawyers of the exchange consider necessary, true, complete and effective for issuing the legal opinion, and all facts and documents sufficient to affect the legal opinion have been disclosed to the exchange without any concealment, falsehood or misleading, and the copies provided are consistent with the original.
3. Our lawyers only express opinions on legal issues related to this listing, and only express legal opinions in accordance with the current effective laws and regulations of China, and do not express legal opinions in accordance with the laws of other jurisdictions. Our lawyers only express legal opinions on legal issues related to this listing, and do not express opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in relevant accounting reports, audit reports and capital verification reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange does not have the legal qualification to review and evaluate such data. 4. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters. The lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation agencies, credit rating agencies, notaries and other public institutions, and for the business matters related to the law, For other business affairs, it shall be used as the basis for issuing legal opinions after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, our lawyers rely on certificates, confirmations, statements and commitment documents issued by the issuer or relevant parties to issue legal opinions.
5. Our lawyers agree to take this legal opinion as the necessary legal document for the issuer to apply for this listing, report it together with other materials, and are willing to bear corresponding legal liabilities for the legal opinions issued in accordance with the law. This legal opinion is only used by the issuer for the purpose of this listing application, and shall not be used for any other purpose.
Based on the above, our lawyers have verified and verified the relevant documents and facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now give the following legal opinions on the listing of the issuer:
1、 Approval and authorization of this listing
(i) Approval and authorization within the issuer
On August 31, 2020, the issuer held the eighth meeting of the second board of directors, deliberated and adopted the plan on the company’s initial public offering and listing on the gem of Shenzhen Stock Exchange, and submitted relevant resolutions to the general meeting of shareholders to authorize the board of directors to handle specific matters.
On September 15, 2020, the issuer held the fifth extraordinary general meeting of shareholders in 2020. The meeting deliberated and approved the proposals related to the issuance and listing. The validity of the resolutions and authorizations on the issuance and listing is 24 months from the date of deliberation and approval by the general meeting of shareholders.
To sum up, the listing of the issuer has been approved and resolved by the board of directors and the general meeting of shareholders convened in accordance with the established procedures of the issuer; As of the date of issuance of this legal opinion, the issuer’s resolution on this issuance and listing has remained valid.
（2） Examination and approval of Shenzhen Stock Exchange
On July 9, 2021, the listing audit center of Shenzhen Stock Exchange issued the announcement on the results of the 38th review meeting of the municipal Party Committee on the gem in 2021. The 38th review meeting of the municipal Party Committee on the gem of Shenzhen Stock Exchange considered that “Shenzhen oni Electronics Co., Ltd. (initial issuance): it meets the issuance conditions, listing conditions and information disclosure requirements.”
（3） Registration reply of CSRC
On November 10, 2021, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of Shenzhen oneI Electronics Co., Ltd. (zjxk [2021] No. 3582) and agreed to the issuer’s application for registration of initial public offering of shares. The reply is valid within 12 months from the date of agreeing to registration.
To sum up, our lawyers believe that the issuer’s listing has obtained the internal approval and authorization of the issuer, has been deliberated and approved by the municipal Party Committee on the gem of Shenzhen Stock Exchange, and has obtained the approval and registration reply of China Securities Regulatory Commission. The issuer’s listing application still needs the approval of Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this listing
(i) The issuer is a limited liability company established on August 9, 2005. Shenzhen oney Electronic Industry Co., Ltd. is a joint stock limited company converted into shares according to the audited book net assets. The issuer obtained the business license (Unified Social Credit Code: 91440300778761628j) issued by Shenzhen market supervision administration on September 2, 2016. The issuer was established according to law and has been in continuous operation for more than three years. (II) according to the current effective articles of association of the issuer and Shenzhen credit network（ https://www.szcredit.com..cn./ ）According to the publicity, the business term of the issuer is “permanent operation”. As of the date of issuance of this legal opinion, the issuer has effectively existed according to law, and there are no circumstances that should be terminated according to relevant laws, administrative regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the issuer is a joint stock limited company legally established and effectively existing for more than three years, and has the subject qualification of this listing.
3、 Substantive conditions of this listing
(i) According to the announcement on the results of the 38th meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021 Reply on Approving the registration of initial public offering of Shenzhen oney Electronics Co., Ltd. (zjxk [2021] No. 3582), announcement on the results of initial public offering of Shenzhen oney Electronics Co., Ltd. and listing on the gem issued by the CSRC, and Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin certified public accountants”) ）The capital verification report (No.: xksbz [2021] No. zb11564) issued by the issuer has been reviewed and approved by the municipal Party Committee on the gem of Shenzhen Stock Exchange and the registration consent of CSRC, which is in line with the provisions of paragraph 1 of Article 9 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the listing rules.
（2） The total share capital of the issuer before this issuance was RMB 84896465, according to the announcement on the results of initial public offering and listing on the gem of Shenzhen oney Electronics Co., Ltd. and the capital verification report issued by Lixin certified public accountants , after the completion of this offering, the total share capital of the issuer is 114896465 yuan, and the total share capital after this offering is not less than 30 million yuan, which is in line with Article 2.1 of the listing rules Article 1, paragraph 1 (2).
（3） According to the announcement on the results of initial public offering and listing on the gem of Shenzhen oney Electronics Co., Ltd. and the capital verification report issued by Lixin certified public accountants , the number of shares publicly issued by the issuer this time is 30 million. After the completion of this issuance, the total number of shares of the issuer is 114896465, and the number of shares publicly issued reaches more than 25% of the total number of shares of the company, which is in line with Article 2.1 of the listing rules Article 1, paragraph 1 (3).
（4） According to the prospectus of Shenzhen oney Electronics Co., Ltd. on initial public offering and listing on GEM and the audit report issued by Lixin Certified Public Accountants (Xin Hui Shi Bao Zi [2021] No. zb11362), the issuer’s net profit in the last two years is positive, and the accumulated net profit is not less than 50 million yuan, which is in line with paragraph 1, article 2.1.1 of the listing rules （4） And the standard in 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 listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the listing rules.
In conclusion, our lawyers believe that the issuer’s listing meets the substantive conditions stipulated in the securities law, listing rules and other laws, regulations and normative documents.
4、 Recommendation institution and recommendation representative
After verification, the issuer has hired Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) “) with recommendation qualification as the recommendation institution for this listing, 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.
After verification, Dongxing Securities Corporation Limited(601198) has designated Wang Gang and Chen Xinkai as the sponsor representatives to be specifically responsible for the sponsor of the issuer’s listing, which is in line with Article 3.1 of the listing rules 3.
5、 Concluding observations
To sum up, our lawyers believe that as of the issuance date of this legal opinion, the issuer has the subject qualification of this listing, this listing has obtained the internal approval and authorization of the issuer, has been deliberated and approved by the municipal Party Committee on the gem of Shenzhen Stock Exchange, and has obtained the approval and registration reply of China Securities Regulatory Commission; The issuer’s listing complies with the conditions for stock listing stipulated in the securities law, listing rules and other relevant laws, regulations and normative documents; For this listing, the issuer has hired a recommendation institution with recommendation qualification; The issuer needs to obtain the examination and approval of Shenzhen stock exchange for this listing.
This legal opinion is made in quintuplicate, which shall come into force after being signed and sealed by our lawyers.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingtian Gongcheng law firm on the IPO of RMB common shares of Shenzhen oney Electronics Co., Ltd. on the GEM Listing) Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm:
Yang Zhao
Handling lawyer:
Zhang Zhiqiang
Gao Dandan
Mm / DD / 2021
