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Beijing Jingtian Gongcheng law firm
About Aoki Digital Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
Legal opinion
To: Aoki Digital Technology Co., Ltd
Beijing Jingtian Gongcheng law firm (hereinafter referred to as "the firm"), as a law firm qualified as a lawyer in China, in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law") and the company law of the people's Republic of China (hereinafter referred to as "the company law") 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"), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "rules for the listing on the gem") and other laws, regulations and relevant provisions of the competent authorities (hereinafter referred to as the "laws, regulations and normative documents"), And the special legal counsel agreement signed between Aoki Digital Technology Co., Ltd. (hereinafter referred to as the "issuer", "Aoki", "joint stock company" or "company") and the exchange, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued on the application of the issuer's initial public offering of RMB common shares for listing on Shenzhen Stock Exchange (hereinafter referred to as "this listing").
In order to issue this legal opinion, we hereby make the following statements and commitments:
1. This legal opinion is the legal opinion issued by the exchange in accordance with the facts that have occurred or exist in the issuer before the date of issuance of this legal opinion and the current laws and regulations of China and the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange.
2. In accordance with the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and are responsible for the legality, compliance, authenticity and The effectiveness has been fully verified and verified, and major factual and legal matters related to the issuer's listing have been examined. The exchange issues legal opinions based on its understanding of the facts and relevant laws, and guarantees that there are no false records, misleading statements and major omissions in this legal opinion.
3. Before the issuance of this legal opinion, the issuer has provided authentic original written materials, copies, copies or oral testimony that the exchange deems necessary for the issuance of this legal opinion. The issuer also warrants to the exchange that the documents and materials provided by it are complete, true and effective, and there are no concealment, falsehood and major omissions. If the documents and materials are copies or copies, it shall ensure that they are consistent and consistent with their originals or originals. We have verified the consistency between the copy materials or copies and the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, issuers or other relevant institutions to issue legal opinions.
4. The exchange only gives opinions on the legal issues related to the issuer's listing, and only gives legal opinions in accordance with the current Chinese laws. The exchange will not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, investment decision-making, business development and other laws. The quotation of some data and conclusions in relevant financial statements, audit reports or business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions. For such data, reports and conclusions, the firm and its lawyers do not have the appropriate qualification to verify and make evaluation.
5. 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 is willing to bear corresponding legal liabilities.
6. This legal opinion is only used by the issuer for the purpose of this listing and shall not be used for any other purpose.
Based on the above, our lawyers have checked and verified the relevant documents and facts of this listing in accordance with the provisions of relevant laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions: I. the approval and authorization of the issuer's listing
(I) internal approval and authorization of this listing
The issuer held the fourth meeting of the second board of directors on August 18, 2020 and the fourth extraordinary general meeting of shareholders in 2020 on September 3, 2020, and deliberated and adopted the proposal on the company's initial public offering of RMB common shares and listing on Shenzhen Stock Exchange Proposals related to this listing, such as the proposal on Authorizing the board of directors to handle matters related to the company's initial public offering and listing.
In order to ensure the continuous effectiveness of the issuance resolution and the smooth implementation of the issuance and listing, the issuer held the ninth meeting of the second board of directors on August 3, 2021 and the third extraordinary general meeting of shareholders in 2021 on August 18, 2021, The proposal on the extension of the validity period of the resolution on the company's initial public offering of RMB common shares and listing on Shenzhen Stock Exchange and the proposal on the extension of the validity period of the resolution on Authorizing the board of directors to handle matters related to the company's initial public offering and listing were deliberated and adopted, It is agreed to extend the validity period of the issuance resolution and the period of authorization to the board of directors to handle specific matters related to the company's issuance and listing for 12 months, that is, the validity period of the issuance resolution and the authorization to the board of directors shall be extended to September 2, 2022, and other contents of the issuance resolution and the authorization to the board of directors shall remain unchanged. The above-mentioned meeting has made a resolution to approve the listing and authorize the board of directors to handle matters related to the listing, as well as a resolution to extend the validity of the resolution and the validity of the authorization. The bourse believes that the contents of the resolution approving the listing made at the above meeting of the issuer are legal and effective, the issuer authorizes the board of directors to handle matters related to the listing, the scope and procedures of authorization are legal and effective, and the contents of the resolution extending the validity period of the resolution and the validity period of authorization are legal and effective.
(II) examination and approval of Shenzhen Stock Exchange GEM Listing Committee
The Shenzhen Stock Exchange GEM Listing Committee held the 52nd review meeting in 2021 on August 27, 2021 and considered that the issuer met the issuance conditions, listing conditions and information disclosure requirements.
(III) registration reply of CSRC
On January 25, 2022, the CSRC issued the reply on Approving the registration of Qingmu Digital Technology Co., Ltd. in its initial public offering (zjxk [2022] No. 202), agreeing to the registration application for this issuance and listing.
To sum up, the exchange believes that the issuer has obtained the relevant internal approval and authorization of the issuer, the approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission. The listing and trading of the issuer's shares on the gem of Shenzhen Stock Exchange has yet to be approved by Shenzhen Stock Exchange. 2、 The issuer's subject qualification for this listing
The issuer is a joint stock limited company wholly changed and established by Aoki Co., Ltd. in January 2017. As of the date of issuance of this legal opinion, the issuer is a joint stock limited company legally established and continuously operating for more than three years.
According to the industrial and commercial archives of the issuer, the current valid business license and the inquiry of the lawyer of this office in the national enterprise credit information publicity system, the issuer now holds the business license (Unified Social Credit Code: 91440105693560034g) issued by Guangzhou market supervision administration on December 31, 2019, and the business term is long-term. As of the date of issuance of this legal opinion, the issuer has effectively existed according to law since its establishment, and there is no need to terminate in accordance with relevant laws and regulations and the articles of association.
The bourse believes that the issuer is a joint stock limited company established and validly existing in accordance with the law, has been in continuous operation for more than three years, and has the subject qualification of this listing. 3、 The issuer's substantive conditions for this issuance and listing
(I) according to the announcement on the results of the 52nd review meeting of the municipal Party Committee on GEM in 2021 issued by Shenzhen Stock Exchange and the reply on Approving the registration of Aoki Digital Technology Co., Ltd. for initial public offering (zjxk [2022] No. 202) issued by China Securities Regulatory Commission, and verified by our lawyers, we believe that as of the date of issuance of this legal opinion, The issuer's issuance and listing this time meets the gem issuance conditions stipulated by the CSRC and the Shenzhen Stock Exchange, has obtained the consent of the CSRC for registration, and complies with the provisions of Article 12 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
(II) the total share capital of the issuer before this issuance is 50 million yuan, According to the announcement on the results of Aoki Digital Technology Co., Ltd. initial public offering and listing on the gem and the capital verification report (tjy [2022] No. 3-16) issued by Tianjian Certified Public Accountants (special general partnership) on the funds raised by the issuer's initial public offering of RMB common shares, after the completion of this offering, The total share capital of the issuer is 66666667 million yuan, and the total share capital after the issuance and listing is no less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(III) according to the reply on Approving the registration of Qingmu Digital Technology Co., Ltd. in the initial public offering (zjxk [2022] No. 202) and the announcement on the results of Qingmu Digital Technology Co., Ltd. in the initial public offering and listing on the gem issued by the CSRC, the number of shares issued by the issuer this time is 166667, Accounting for 25% of the total shares of the issuer after the completion of this offering, and the public proportion shall not be less than 25%, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules. (IV) according to the audit report (tjss [2021] No. 3-506) issued by Tianjian Certified Public Accountants (special general partnership) and the prospectus of Aoki Digital Technology Co., Ltd. on initial public offering and listing on GEM, the issuer's share capital in 2018, 2019 and 2020 Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses from January to June 2021
The lower one is 386006 million yuan, 375767 million yuan, 122836 million yuan and 664757 million yuan respectively. The net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan, which is in line with the provisions of paragraph 1 (IV) of article 2.1.1 and item (I) of article 2.1.2 of the GEM Listing Rules.
(V) the issuer and its directors, supervisors and senior managers have guaranteed that the listing application documents submitted to the Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with the provisions of article 2.1.7 of the listing rules.
(VI) the controlling shareholders and actual controllers of the issuer have promised not to transfer or entrust others to manage the shares directly or indirectly held by them that have been issued before the initial public offering of the issuer within 36 months from the date of listing of the issuer's shares, nor will the issuer repurchase some of the shares; Other shareholders of the issuer before this offering also made share lock-in commitments that met the requirements, and the above commitments met the provisions of articles 2.3.3 and 2.3.4 of the listing rules.
(VII) the directors, supervisors, senior managers, controlling shareholders and actual controllers of the issuer have respectively signed the declaration and commitment of directors (supervisors and senior managers) of listed companies and the declaration and commitment of controlling shareholders and actual controllers of listed companies, which have been witnessed by lawyers of the exchange and comply with the provisions of articles 4.2.1 and 4.3.1 of the listing rules.
To sum up, the exchange believes that the issuer's issuance and listing meets the substantive conditions for applying for stock listing specified in the securities law, GEM Listing Rules and other relevant laws, regulations, rules and normative documents. 4、 Sponsor and sponsor
(I) the issuer has hired China Industrial Securities Co.Ltd(601377) as the sponsor for this listing. The sponsor has been registered with China Securities Regulatory Commission and included in the list of sponsors. At the same time, it has the membership of Shenzhen Stock Exchange and complies with the provisions of paragraph 1 of Article 10 of the Securities Law and article 3.1.1 of the GEM Listing Rules.
(II) China Industrial Securities Co.Ltd(601377) has appointed two natural persons, Lin Yue and Wang Xian, who have been registered with the CSRC and included in the list of sponsor representatives according to law, to be specifically responsible for the recommendation of this listing, which is in line with Article 3.1.3 of the GEM Listing Rules. 5、 Concluding observations
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the issuer has obtained the internal approval and authorization of the issuer, the approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of CSRC; The issuer has the subject qualification of this issuance and listing; The issuer's offering and listing this time meets the substantive conditions for applying for stock listing stipulated in the securities law, the measures for registration administration, the GEM Listing Rules and other relevant laws, regulations, rules and normative documents; The issuer has hired a recommendation institution with recommendation qualification, and the recommendation institution shall appoint two recommendation representatives to be specifically responsible for the recommendation work; The listing still needs the approval of Shenzhen Stock Exchange.
This legal opinion is made in five originals without copies.
(there is no text below, which is the signature page)
(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 initial public offering of RMB common shares and listing on the gem of Qingmu Digital Technology Co., Ltd.)
Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm (signature):
Yang Zhao
Handling lawyer (signature):
