Beijing Zhonglun law firm
Notice on the initial public offering of shares and listing on the gem of softcom power information technology (Group) Co., Ltd
Legal opinion
March, 2002
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About softcom power information technology (Group) Co., Ltd
IPO and listing on GEM
Legal opinion
To: softcom power information technology (Group) Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as “Zhonglun” or “the firm”) accepts the entrustment of softcom power information technology (Group) Co., Ltd. (hereinafter referred to as “the issuer” or “the company”), Served as the special legal adviser for the issuer’s application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this offering” or “this offering and listing”).
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), the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other relevant laws, regulations and rules This legal opinion is issued in accordance with the provisions of normative documents and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers checked and verified the documents and facts related to the issuance and listing of the issuer in accordance with the relevant provisions of relevant laws, administrative regulations and normative documents and the relevant requirements of the business rules of the exchange, based on the principle of prudence and importance, and listened to the statements and explanations of relevant personnel on the relevant facts.
(I) with respect to the documents, materials and statements provided by the company, the firm and its lawyers have obtained the following guarantees from the company:
1. All signatures and seals on the documents are authentic;
2. The originals of all documents provided to the firm and its lawyers are true;
3. Copies of all documents provided to the firm and its lawyers are consistent with their originals;
4. The facts stated in these documents are true, accurate and complete without omission and / or misleading. (II) in order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, The company has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal responsibilities.
2. This legal opinion is issued in accordance with the laws, administrative regulations, rules and normative documents currently in force in China or applicable to the occurrence or existence of the issuer’s acts and relevant facts, and based on the lawyers’ understanding of these provisions.
3. The understanding of the relevant facts involved in this legal opinion by the firm and its lawyers ultimately depends on the documents, materials and statements provided by the issuer to the firm and its lawyers, and the issuer has guaranteed its authenticity, completeness and accuracy to the firm and its lawyers.
4. This legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, The firm and its lawyers are not qualified to verify and judge such contents.
5. In the process of making legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law; For other business matters, it has fulfilled the general duty of care of ordinary people.
6. For the facts that are important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents, confirmation letters, commitment letters, declaration letters or statements issued by relevant government departments, issuers, other relevant units or relevant persons as the basis for issuing this legal opinion.
7. The exchange and its lawyers agree to take this legal opinion as the necessary legal document for the issuer to apply for this issuance and listing, report it to the Shenzhen stock exchange along with other application materials for review, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
8. This legal opinion is only used by the company for the purpose of this issuance and listing, and shall not be used for any other purpose or purpose without the written consent of the exchange and its lawyers.
Based on the above, the legal opinions issued by the exchange and its lawyers on the issue and listing of the issuer are as follows:
interpretation
In this legal opinion, unless the context otherwise requires, the following names have the following meanings:
The issuer / company refers to softcom power information technology (Group) Co., Ltd
Softcom Power Co., Ltd. refers to softcom power information technology (Group) Co., Ltd. (formerly known as “Beijing Softcom Power Information Technology Co., Ltd.), which is the predecessor of the issuer
The articles of association refers to the current effective articles of association of softcom power information technology (Group) Co., Ltd
Securities Law refers to the securities law of the people’s Republic of China
The gem initial public offering note refers to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Measures for registration
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules
Recommendation institution / China CITIC construction refers to China Securities Co.Ltd(601066)
throw
Zhonglun and the exchange refer to Beijing Zhonglun law firm
Zhonghui means Zhonghui Certified Public Accountants (special general partnership)
Audit report refers to the audit report issued by Zhonghui kuaishan [2021] No. 7093
The “review report” refers to the review report issued by Zhonghui huikuaiy [2021] No. 6500
“Capital verification report” refers to the capital verification report issued by Zhonghui huikuaiyan [2022] No. 0626
The issuer applies for an initial public offering of no more than 63529412 ordinary shares (A shares) in RMB (before this issuance and listing refers to the over allotment option) and listing on the gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The people’s Republic of China, for the purpose of this legal opinion, does not include the Hong Kong Special Administrative Region of the people’s Republic of China, the Macao Special Administrative Region of the people’s Republic of China and the Taiwan region of the people’s Republic of China
1、 Approval and authorization of this offering
(I) the issuer has obtained the effective approval of the third meeting of the first board of directors and the second extraordinary general meeting in 2020 in accordance with legal procedures.
(II) on September 10, 2021, the GEM Listing Committee of Shenzhen stock exchange held the 57th review meeting in 2021 and considered and approved the issuer’s application for this issuance and listing.
(III) on January 17, 2022, the CSRC issued the reply on Approving the registration of initial public offering shares of softcom power information technology (Group) Co., Ltd. (zjxk [2022] No. 123) to the issuer, agreeing to the issuer’s application for registration of initial public offering shares.
(IV) on March 12, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of softcom information technology (Group) Co., Ltd. on the gem (SZS [2022] No. 248) to the issuer, agreeing to the listing of the shares issued by the Issuer on the gem of Shenzhen Stock exchange. The securities are referred to as “softcom power” for short and the securities code is “301236”.
Therefore, our lawyers believe that the issuer has fulfilled the internal approval procedures for this issuance and listing, which has been deliberated and approved by the GEM Listing Committee of Shenzhen Stock Exchange, registered with the consent of China Securities Regulatory Commission, and listed with the consent of Shenzhen Stock Exchange. 2、 The issuer’s subject qualification for this issuance and listing
(I) the issuer is a joint stock limited company established by Softcom Power Co., Ltd. based on the overall change of book net asset value. As of the date of issuance of this legal opinion, the issuer has been in continuous operation for more than three years. (II) as of the date of issuance of this legal opinion, the issuer has no circumstances requiring termination in accordance with laws, regulations, rules, normative documents and the articles of association. It is a joint stock limited company established and effectively existing in accordance with the law.
Therefore, our lawyers believe that the issuer has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
(I) the issuer’s current offering and listing meets the gem issuance conditions specified in the measures for registration of initial public offerings on the gem, and is approved by the CSRC for registration, and complies with the provisions of Article 12 of the securities law and paragraph 1 (I) of article 2.1.1 of the GEM Listing Rules.
(II) the total share capital of the issuer before this issuance is 360 million yuan. According to the capital verification report, after this issuance, the total share capital of the issuer is 423529412 million yuan, 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) the number of shares publicly issued by the issuer this time is 63529412 shares. After the issuance, the total share capital exceeds 400 million yuan, and the proportion of shares publicly issued is more than 10%, which meets the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(IV) according to the audit report and the review report, the net profit of the issuer in the last two years is positive, and the accumulated net profit in the last two years is not less than 50 million yuan. The net profit is subject to the lower one before and after deducting non recurring profits and losses, 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 issued a commitment to ensure that the listing application documents are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
(VI) the controlling shareholder and actual controller of the issuer, other shareholders, directors, supervisors and senior managers of the issuer have made shareholding lock-in commitments respectively according to their respective circumstances, and these share lock-in commitments comply with articles 2.3.3 and 2.3.8 of the GEM Listing Rules.
Therefore, our lawyers believe that the issuance and listing of the issuer meets the substantive conditions stipulated in the securities law and the GEM Listing Rules.
4、 The sponsor institution and sponsor representative of this offering and listing
The issuer has hired China Securities Co.Ltd(601066) as the sponsor of this offering and listing China Securities Co.Ltd(601066) is a recommendation institution registered with the CSRC and included in the list of recommendation institutions, and has the membership of the Shenzhen Stock Exchange, in line with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the GEM Listing Rules.
The issuer has signed a recommendation agreement with China Securities Co.Ltd(601066) to clarify the rights and obligations of both parties during the application for listing and continuous supervision of the shares issued by the issuer, which is in line with the provisions of paragraph 1 of article 3.1.2 of the GEM Listing Rules.
China Securities Co.Ltd(601066) has appointed two recommendation representatives to be specifically responsible for the recommendation of the issuer for this issuance and listing, which complies with Article 3.1.3 of the GEM Listing Rules.
Therefore, our lawyers believe that the issuer has hired a qualified recommendation agency, and the recommendation agency shall appoint a recommendation representative to be specifically responsible for the recommendation work.
5、 Conclusion
In conclusion, our lawyers believe that:
The issuer has gone through the internal approval procedures for this issuance and listing, has been registered with the consent of the CSRC, and has been listed with the consent of the Shenzhen Stock Exchange; The issuer has the subject qualification of this issuance and listing; This issuance and listing of the issuer meets the substantive conditions stipulated in the securities law and the GEM Listing Rules; The issuer has hired a qualified recommendation agency, and the recommendation agency shall designate a recommendation representative to be responsible for the recommendation work
