Shanghai jintiancheng law firm
About Ningbo Tianyi Medical Instrument Co., Ltd
Lawyer’s work report on applying for IPO and listing on the gem of Shenzhen Stock Exchange
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters 3 Introduction six
1、 Introduction to law firm and handling lawyer six
2、 The production process of lawyer work report and legal opinion 7 interpretation 9 text twelve
1、 Approval and authorization of this offering and listing twelve
2、 The issuer’s subject qualification for this issuance and listing fifteen
3、 The substantive conditions of this offering and listing seventeen
4、 Establishment of the issuer twenty-one
5、 Independence of the issuer twenty-six
6、 Sponsors, shareholders and actual controllers thirty-two
7、 The share capital of the issuer and its evolution thirty-eight
8、 Issuer’s business sixty-seven
9、 Related party transactions and horizontal competition seventy-nine
10、 The principal property of the issuer one hundred and twenty
11、 Issuer of significant creditor’s debt one hundred and thirty-three
12、 Significant asset changes and mergers and acquisitions of the issuer one hundred and forty
13、 Formulation and amendment of the issuer’s articles of Association one hundred and forty-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 one hundred and forty-four
15、 Directors, supervisors, senior managers, core technicians and their changes of the issuer one hundred and forty-six
16、 Tax and financial subsidies of the issuer one hundred and fifty
17、 Labor employment and social insurance of the issuer one hundred and fifty-seven
18、 The issuer’s environmental protection and product quality, technology and other standards one hundred and sixty-three
19、 Application of funds raised by the issuer one hundred and sixty-eight
20、 The issuer’s business development objectives one hundred and seventy-one
21、 Litigation, arbitration or administrative punishment one hundred and seventy-two
22、 Other matters to be explained one hundred and seventy-four
23、 Concluding observations one hundred and seventy-four
Shanghai jintiancheng law firm
About Ningbo Tianyi Medical Instrument Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Lawyer work report
2015 jlfz No. 0490 to: Ningbo Tianyi Medical Instrument Co., Ltd
Shanghai jintiancheng law firm accepts the entrustment of the issuer according to the project special legal service contract and its supplementary agreement signed with Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as “the company” or “the issuer”), As a special legal adviser for the company’s initial public offering and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this issuance and listing”).
According to 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 (hereinafter referred to as the “company law”), and 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 initial registration”) No. 12 rules for the preparation and reporting of information disclosure of public securities companies – legal opinions and lawyer work report on public securities issuance, other existing laws, regulations and relevant provisions of the CSRC, as well as the facts that have occurred or exist before the date of issuance of this lawyer work report, Issue this lawyer’s work report on relevant matters involved in this issuance and listing.
Declaration matters
I The firm and its handling lawyers shall comply 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), the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyer work report on public securities issuance, and this lawyer work report The facts that have occurred or existed before the issuance date have 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 lawyer’s work report 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 bear corresponding legal responsibilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer’s issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation, internal control, overseas law and so on. In this lawyer’s work report and the legal opinion issued for this issuance (hereinafter referred to as “legal opinion”), some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports, internal control reports and overseas legal opinions are quoted, It does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this lawyer work report, the law, regulations, rules and normative documents applicable to the occurrence of certain events are the basis for the firm and its handling lawyers to determine whether certain events are legal and effective. 4、 The issuance of this lawyer work report has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this lawyer work report.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. 5、 For the fact that this lawyer’s work report is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take the lawyer work report and legal opinion as the necessary legal documents for the issuer’s issuance and listing, report them together with other materials, and is willing to bear corresponding legal liabilities. 7、 The exchange agrees that the issuer may quote some or all of the contents of this lawyer’s work report in the prospectus by itself or in accordance with the examination requirements of Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This lawyer work report is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers issue this lawyer’s work report in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
introduction
1、 Introduction to law firm and handling lawyer
(I) introduction to law firm
Shanghai Jin Tian Cheng law firm was established in April 1999. It is registered as the 11 and 12 tier of Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai. It is the largest partnership law firm in Shanghai. China has opened twenty-one branches in Chinese mainland (Beijing, Hangzhou, Shenzhen, Suzhou, Nanjing, Chengdu, Chongqing, Taiyuan, Qingdao, Xiamen, Xiamen, Xiamen, Tianjin, city, Shenzhen, China, China, London and the United States, and is jointly run with the law firm of Huang Sheng Huang. Establish strategic cooperative relationship with Honghu law firm.
The exchange mainly provides litigation and non litigation businesses related to direct investment, securities and futures, financial banks, corporate mergers and acquisitions, intellectual property and technology transfer, real estate, taxation and labor relations, and has professional qualification certificates issued by the Ministry of justice of the people’s Republic of China, Shanghai Municipal Bureau of Justice and other government agencies, It is a comprehensive law firm that can provide all-round legal services for our customers.
Our service tenet: high quality, high efficiency, integrity and dedication. By bringing together the top talents in the legal industry, the Institute can formulate high-level legal solutions and provide efficient legal services for customers at home and abroad in a rapidly changing business environment. Since its establishment, the Institute has been listed as one of the top legal service providers in China by the Ministry of justice, local judicial bureaus, bar associations, internationally renowned legal media and authoritative rating agencies for many times. (II) brief introduction of signing lawyer
1. Lawyer Sun Lin graduated from Fudan University with a master’s degree in history. He has worked as a lawyer in Shanghai jintiancheng law firm since 2006. He is now a member of the Executive Committee, senior partner and full-time lawyer of the management headquarters of Shanghai jintiancheng law firm. He also serves as the deputy director of the Securities Business Research Committee of Shanghai Lawyers Association. His main practice fields are securities issuance and listing, enterprise M & A and reorganization. Lawyer sun has worked on the projects of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) ( Elite Color Environmental Resources Science&Technology Co.Ltd(002998) ), Shanghai Aladdin Biochemical Technology Co.Ltd(688179) ( Shanghai Aladdin Biochemical Technology Co.Ltd(688179) ) initial public offering and listing, the acquisition of Huaxing Chemical (002018) by Shanghai Huaxin Petroleum Group, the non-public offering of Huaxing Chemical (002018), the transfer of Bright Dairy & Food Co.Ltd(600597) ( Bright Dairy & Food Co.Ltd(600597) ) shares by Guangming group through free transfer Shanghai Maling Aquarius Co.Ltd(600073) ( Shanghai Maling Aquarius Co.Ltd(600073) ) major asset restructuring projects, Jiangsu Changqing Agrochemical Co.Ltd(002391) ( Jiangsu Changqing Agrochemical Co.Ltd(002391) ) public issuance of convertible bonds, and more than 30 other securities projects including enterprise listing, listing on the new third board, asset securitization, etc.
2. Lawyer Wang Gaoping, who graduated from the Law School of Shanghai Jiaotong University with a master’s degree in January 2008, is now a partner and full-time lawyer of Shanghai jintiancheng law firm. Lawyer Wang Gaoping’s main fields of practice are initial public offering and listing of enterprises at home and abroad, major asset restructuring of listed companies, enterprise investment and financing and related fields. He has been Zhejiang Semir Garment Co.Ltd(002563) , Wanlin shares, Suzhou Xingye, Guangze shares, Guangbo Group Stock Co.Ltd(002103) , Zhongchang data, Zhejiang Satellite Petrochemical Co.Ltd(002648) , Wuxi Boton Technology Co.Ltd(300031) , Elite Color Environmental Resources Science&Technology Co.Ltd(002998) Shanghai Aladdin Biochemical Technology Co.Ltd(688179) and other enterprises provide legal services for domestic initial public offering and listing, non-public offering of shares, major asset restructuring and other projects.
3. Lawyer Deng Ying graduated from the University of Illinois with a master’s degree in law and is now a lawyer of our firm. Lawyer Deng Ying’s main fields of practice are major asset restructuring of listed companies, enterprise investment and financing, merger, acquisition, overseas investment of enterprises, foreign investment, initial public offering and listing of enterprises at home and abroad, and has successively worked for Shanghai Milkground Food Tech Co.Ltd(600882) , Guangbo Group Stock Co.Ltd(002103) , Wuxi Boton Technology Co.Ltd(300031) , Universal Scientific Industrial(Shanghai)Co.Ltd(601231) , Taren network, time union solution, CDH investment Shanghai Aladdin Biochemical Technology Co.Ltd(688179) and other enterprises provide legal services for mergers and acquisitions, asset restructuring, share transfer, perennial legal services, equity investment and other projects.
4. Contact information of the firm and the signing lawyer
Address: 9, 11, 12, Shanghai Center Tower, 501 Shanghai Center Tower, Middle Road, Pudong New Area, Shanghai. Postal Code: 200120, Tel: 02120511000, fax: 02120511999. 2、 Preparation process of lawyer work report and legal opinion
In order to provide good lawyer services for this issuance and listing, in October 2019, the exchange appointed handling lawyers to work in the issuer’s location. As of the date of issuance of this lawyer work report, the exchange appointed handling lawyers to carry out relevant work in the issuer’s location, with a cumulative working time of more than 1000 hours. In accordance with the company law, the securities law, the measures for initial registration, the measures for the administration of law firms engaging in securities legal business, other laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The lawyers of the firm have checked and verified the documents and facts of the issuer related to the issuance and listing, and prepared the legal opinion and the lawyer work report on this basis. The above work process of our lawyers includes:
1. Communication phase. It mainly refers to the two-way communication between our lawyers and the issuer. Our lawyers introduce the status, role, work contents and steps of lawyers in this stock issuance and listing to the issuer, and require the issuer to assign special personnel to cooperate with our lawyers.
2. Inspection stage. In accordance with the provisions of relevant laws, regulations and normative documents, our lawyers have prepared an inspection plan, and conducted a comprehensive inspection of the facts related to the issuer’s issuance and listing according to the plan, fully understand the issuer’s legal situation and the legal risks and problems it faces, and discuss whether the issuer complies with the company law, the securities law and other laws Make analysis and judgment on the conditions for this issuance and listing stipulated by laws and regulations and the CSRC. In this stage, the company has conducted sufficient research and demonstration with the sponsor and other intermediaries on the problems found in the work and the problems put forward by the Issuer on its own initiative, put forward disposal and standardization plans according to law, and assist the issuer in solving them.
In the process of inspection, our lawyers mainly adopted a variety of inspection and verification methods, such as face-to-face interview, field investigation, written review, query, calculation, review and so on, so as to fully understand the legal facts of the issuer. As for some important facts that cannot be supported by independent evidence, our lawyers checked with relevant government departments, major shareholders of the issuer, other relevant units or relevant persons, and required the issuer and relevant parties to issue information statements, statements and supporting documents.
For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notary institutions and other public institutions, our lawyers have fulfilled the relevant obligations of care required by Article 14 of the measures for the administration of law firms engaging in securities legal business, And take the above documents as the basis for issuing legal opinions.
3. Drafting stage. The lawyers of the firm shall act in accordance with the company law, the securities law, the measures for initial registration, the rules for the preparation and reporting of information disclosure by companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities and other relevant laws and regulations
