Beijing JUNHE law firm
about
China Automotive Research automotive testing ground Co., Ltd. made an initial public offering (A-share) and was listed on the gem
of
Legal opinion
March, 2002
Beijing JUNHE law firm
About China auto research automobile testing ground Co., Ltd
Initial public offering (A-share) and listing on GEM
Legal opinion
To: China Automotive Research automotive testing ground Co., Ltd
Beijing JUNHE law firm (hereinafter referred to as "the firm" or "JUNHE") accepts the entrustment of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as "China automotive testing ground", "issuer" or "company"), Served as the special legal adviser for the issuer's initial public offering (A shares) and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") (hereinafter referred to as "this offering"). In accordance with the company law of the people's Republic of China, 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), and the measures for the administration of securities legal business conducted by law firms (hereinafter referred to as the "measures for the administration of securities legal business") The securities legal business practice rules of law firms (for Trial Implementation) (hereinafter referred to as the "securities legal business practice rules") and the 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 and other laws, administrative regulations and rules In accordance with the regulations of China Securities Regulatory Commission (hereinafter referred to as "SZSE") and the spirit of industry ethics and due diligence of the CSRC, The exchange hereby issues this legal opinion of Beijing JUNHE law firm on the initial public offering (A-share) and listing on the growth enterprise market of China Automotive Research automobile testing ground Co., Ltd. (hereinafter referred to as "the legal opinion").
In order to issue this legal opinion, our lawyers have reviewed the relevant documents provided by the issuer and obtained the following guarantee from the issuer to our lawyers: the issuer has provided the original written materials, copies, copies, confirmations, certificates or oral testimony that we and our lawyers consider necessary for issuing this legal opinion; The documents and materials provided to the firm and its lawyers and the facts stated are true, accurate and complete, without any concealment, false statement and major omission; If the document is a copy or copy, it is completely consistent and consistent with the original or the original. The signature and seal on the document are true and valid. The validity of the original and the original of each document has not been revoked by the relevant government departments within its validity period. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, we and our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units to make judgments.
We and our lawyers only express opinions on Chinese legal issues related to this offering, and only express legal opinions in accordance with Chinese laws and regulations; For relevant matters involving institutions and persons outside China, they all quote and rely on the legal opinions issued by overseas lawyers. The firm and its lawyers do not express opinions on non legal professional matters such as accounting, audit, capital verification, asset evaluation and investment decision-making. When quoting some data and conclusions in professional reports such as accounting statements, audit reports, capital verification reports, asset evaluation reports and internal control audit reports in this legal opinion, they have fulfilled the necessary duty of care, However, such quotations shall not be deemed as any express or implied guarantee made by the firm and its lawyers for the authenticity and accuracy of these data and conclusions. The firm and its lawyers do not have the appropriate qualification and ability to verify and comment on these non legal professional matters. Therefore, the firm and its lawyers rely on the opinions of qualified professional institutions to judge these professional issues.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. Our lawyers agree to take this legal opinion as a necessary legal document for the issuer to apply for this issuance, report it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
interpretation
In this legal opinion, unless otherwise explained in the context, the following abbreviations have the following meanings:
Abbreviation interpretation
Issuer, company, China Automobile Research and Development Corporation
The issuer's initial public offering (A shares) and listing on the gem of Shenzhen Stock Exchange after registration with consent
China automobile testing ground Co., Ltd. China Automobile Research automobile testing ground Co., Ltd., formerly known as China automobile center Yancheng automobile testing ground Co., Ltd., is the predecessor of the issuer
Galaxy Securities, sponsor China Galaxy Securities Co.Ltd(601881)
Tianzhi International Certified Public Accountants (special general partnership)
JUNHE, Beijing JUNHE law firm
The articles of association, as the context requires, means the articles of association of the issuer and its amendments in force at that time
Audit report: audit report of Zhongqi research automobile testing ground Co., Ltd. (tzyz [2021] No. 35690) issued by Tianzhi international on August 19, 2021
Prospectus the prospectus for the initial public offering of shares and listing on the gem prepared by the issuer for this offering
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
The company law of the people's Republic of China, which was adopted by the Standing Committee of the Eighth National People's Congress on December 29, 1993 and came into force on July 1, 1994, and its subsequent amendments, supplements or amendments from time to time
The Standing Committee of the Ninth National People's Congress passed the Securities Law on December 29, 1998 and implemented the securities law of the people's Republic of China on July 1, 1999, as well as its subsequent amendments, supplements or amendments from time to time
Measures for the initial public offering of gem and measures for the registration and administration of initial public offering of gem (for Trial Implementation) (Order No. 167 of China Securities Regulatory Commission, promulgated by China Securities Regulatory Commission on June 12, 2020)
GEM Listing Rules, Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (SZS [2020] No. 500, promulgated by Shenzhen Stock Exchange on June 12, 2020)
A shares that are approved to be listed on the Shenzhen Stock Exchange and are valued in RMB, subscribed and traded in RMB
Chinese legal tender RMB (unless otherwise stated)
Note: there may be slight difference between the total number of individual data in some tables of this legal opinion and the total number of tables, which is caused by rounding in the calculation process.
Text
Approval and authorization of this offering
On November 20, 2020, the issuer held the fourth meeting of the first board of directors, deliberated and approved the proposal on the initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange of China Automotive Research automobile testing ground Co., Ltd. and other proposals related to this offering, and submitted these proposals to the fourth general meeting of shareholders of the issuer in 2020 for deliberation. On November 20, 2020, with the unanimous written consent of all shareholders, the issuer convened the fourth general meeting of shareholders in 2020. Three shareholders and shareholder representatives attended the meeting, representing 991800000 shares, accounting for 100% of the total share capital of the issuer. The meeting deliberated and passed the proposal on the initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange submitted by the board of directors of the issuer, and authorized the board of directors to handle all matters related to the issuance.
Accordingly, the fourth meeting of the first board of directors and the fourth general meeting of shareholders in 2020 have legally and effectively made resolutions to approve the issuer's issuance in accordance with necessary procedures, and the contents of the above resolutions are legal and effective; The shareholders' meeting at which the issuer deliberated the issuance proposal authorized the board of directors to handle the authorization procedures related to the issuance. The authorization scope is clear, specific, legal and effective.
On July 22, 2020, Shenzhen Stock Exchange issued the announcement on the results of the 41st review meeting of the municipal Party Committee on the gem in 2021. After the review of the 41st meeting of the GEM Listing Committee in 2021, the issuer (IPO) met the issuance conditions, listing conditions and information disclosure requirements.
The approval of China Securities Regulatory Commission on the initial public offering of the company's shares (the approval of China Securities Regulatory Commission No. [2022] issued by China Securities Regulatory Commission on the first public offering of the company's shares), and the approval of China Securities Regulatory Commission on [2022].
In accordance with paragraph 1 of Article 46 of the securities law and article 1.3 of the GEM Listing Rules, the issuer's issuance needs to be examined and approved by the Shenzhen Stock Exchange, and sign a listing agreement with the Shenzhen Stock Exchange before listing to clarify the rights, obligations and relevant matters of both parties.
To sum up, as of the date of issuance of this legal opinion, the issuer has obtained all necessary approvals and authorizations for this issuance, except that it needs to be reviewed and approved by the Shenzhen Stock Exchange and sign a listing agreement with it.
The issuer's subject qualification for this offering
The predecessor of the issuer, China automobile testing ground Co., Ltd., was a limited liability company established on March 30, 2011, and the issuer was changed into a joint stock limited company on June 30, 2020.
The issuer now holds the business license (Unified Social Credit Code: 91320982571427139m) issued by Yancheng administrative examination and approval Bureau, and its domicile is Dafenggang Economic Zone, Dafeng District, Yancheng City. The registered capital and paid in capital are RMB 991.8 million, the legal representative is an Tiecheng, and the business period is from March 30, 2011 to long-term.
According to the confirmation of the issuer and the verification of our lawyers, as of the date of issuance of this legal opinion, the issuer has no circumstances requiring termination in accordance with laws, regulations, normative documents and the articles of association. To sum up, the issuer is a joint stock limited company legally established and existing, and has the subject qualification of this issuance.
Substantive conditions of this offering
After verification by lawyers of the exchange, the issuer's issuance meets the following substantive conditions stipulated in relevant Chinese laws, regulations and normative documents:
As mentioned above, as of the date of issuance of this legal opinion, the issuer's issuance has been approved by the Shenzhen Stock Exchange and approved by the CSRC for registration, which is in line with the provisions of paragraph 1 (I) of article 2.1.1 of the GEM Listing Rules.
The total share capital of the issuer before this offering was 99.18 million yuan. According to the announcement on the results of the initial public offering of shares and listing on the gem of China Automotive Research automobile testing ground Co., Ltd, As well as the capital verification report (No.: tzyz [2022] No. 8441) and the capital verification report on the availability of subscription funds for directional placement shares by strategic investors of China Automotive Research automobile testing ground Co., Ltd. (No.: tzyz [2022] No. 8422) (hereinafter collectively referred to as the "capital verification report") issued by Tianzhi international on March 2, 2022. After the completion of this offering, The total share capital of the issuer shall be increased to 1322.4 million yuan, and the total share capital after issuance shall not be less than 30 million yuan. Accordingly, this issuance of the issuer complies with the provisions of item (II) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
According to the capital verification report, the number of shares issued this time is 330.6 million, the total share capital of the issuer after this issuance is 132.24 million yuan, and the shares issued this time account for more than 10% of the total shares of the issuer after this issuance. Accordingly, this issuance of the issuer complies with the provisions of item (III) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
According to the judgment made by the audit report, prospectus and the legal expertise of our lawyers, the net profit of the issuer in the last two years is positive, and the cumulative net profit is not less than 50 million yuan. Accordingly, this offering of the issuer complies with the provisions of item (I) of paragraph 1 of article 2.1.2 of the GEM Listing Rules.
After verification by lawyers of the exchange, the issuer and its directors, supervisors
