Lawyer’s work report on the initial public offering of RMB common shares and listing on the gem of Shenzhen minglida Precision Technology Co., Ltd
11-12 / F, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11f-12f, Taiping finance tower, 6001 Yitian Road, Futian, Shenzhen, China Tel.: (0755) 88265288 fax.: （075588265537
Website: http://www.shujin.cn.
catalogue
catalogue 1 interpretation Section I Introduction to lawyer’s work report 6 I. Introduction to law firms and lawyers 6 II. The working process of lawyer Xinda in making lawyer work report and legal opinion 7 III. matters stated by Xinda lawyer Section II body of lawyer’s work report 13 I. Basic information of the issuer 13 II. Approval and authorization of this issuance and listing 15 III. The issuer’s subject qualification for this issuance and listing 21 IV. substantive conditions for this offering and listing 22 v. establishment of the issuer 27 VI. independence of the issuer 37 VII. Promoter or shareholder (actual controller) 42 VIII. The share capital of the issuer and its evolution 59 IX. business of the issuer 84 X. related party transactions and horizontal competition 88 Xi. Main property of the issuer 111 XII. Major creditor’s rights and debts of the issuer 13. Major asset changes and mergers and acquisitions of the issuer 152 XIV. Formulation and amendment of the articles of association of the issuer 153 XV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 155 XVI. Directors, supervisors and senior managers of the issuer and their changes 165 XVII. Tax of the issuer 169 XVIII. Environmental protection, product quality, technology and other standards of the issuer 174 XIX. Application of funds raised by the issuer 182 XX. Business development objectives of the issuer 184 21. Litigation, arbitration or administrative punishment 185 22. Evaluation of the legal risk of the issuer’s prospectus 186 23. Other issues to be explained 187 section III General concluding comments on this offering and listing 188 Annex I: list of patents one hundred and eighty-nine
interpretation
In this lawyer work report, unless otherwise explained or explained in the context, the abbreviations used below represent the full names or meanings respectively:
Abbreviation full name or meaning
Issuer / company / Shenzhen minglida Precision Technology Co., Ltd
Shenzhen minglida Precision Machinery Co., Ltd. is the predecessor of the issuer
Guangdong minglida Guangdong minglida Technology Co., Ltd., a wholly-owned subsidiary of the company
Sichuan minglida Sichuan minglida Technology Co., Ltd., a wholly-owned subsidiary of the company
Jiangsu minglida Jiangsu minglida Technology Co., Ltd., a wholly-owned subsidiary of the company
Nanjing minglida mould Co., Ltd., a wholly-owned subsidiary of the company
Chongqing minglida Chongqing minglida Technology Co., Ltd., a wholly-owned subsidiary of the company
Hong Kong minglida Hong Kong minglida Technology Co., Ltd., a wholly-owned subsidiary of the company
Huizhou minglida Huizhou minglida Technology Co., Ltd. is a wholly-owned subsidiary of Guangdong minglida
Rome branch Guangdong minglida Technology Co., Ltd. Dongguan Qingxi Rome branch
Fugang branch Guangdong minglida Technology Co., Ltd. Dongguan Qingxi Fugang branch
Qingxi Branch Shenzhen minglida Precision Technology Co., Ltd. Dongguan Qingxi branch
Guangdong minglida, Sichuan minglida, Jiangsu minglida, Nanjing minglida, Chongqing minglida, subordinate enterprises Hong Kong minglida, Huizhou minglida, Rome branch, Fugang branch and Qingxi branch have 6 wholly-owned subsidiaries, 1 wholly-owned subsidiary and 3 branches
Dalei investment Shenzhen Dalei Investment Development Co., Ltd. is the shareholder of the company
Saiming investment Shenzhen saiming equity investment enterprise (limited partnership), the shareholder of the company
Saiteng investment Dongguan saiteng equity investment partnership (limited partnership), the shareholder of the company
Hangzhou Jianzhi equity investment partnership (limited partnership), formerly known as “Haining Jianzhi equity Hangzhou Jianzhi investment partnership (limited partnership)”, is collectively referred to as “Hangzhou Jianzhi” for ease of expression, and is the shareholder of the company
Laterite investment Shenzhen laterite intelligent equity investment fund partnership (limited partnership), the shareholder of the company
Shenzhen Venture Capital Shenzhen Innovation Investment Group Co., Ltd., the shareholder of the company
The issuer’s initial public offering of RMB common shares
Abbreviation full name or meaning
The issuer issued RMB common shares for the first time and listed on the gem of Shenzhen Stock Exchange
Articles of association the articles of association of Shenzhen minglida Precision Technology Co., Ltd. currently in force
The articles of Association (draft resolution deliberated and approved by the fourth extraordinary general meeting of the issuer in 2020 on October 30, 2020) and the articles of association of Shenzhen minglida Precision Technology Co., Ltd. (Draft) will come into force and implement from the date of this issuance and listing
Prospectus prospectus of Shenzhen minglida Precision Technology Co., Ltd. for initial public offering and listing on the gem (application draft)
The audit report is the audit report (shsbz (2020) No. 8779) issued by Shanghai accounting firm (special general partnership) and the attached financial statements and notes
Internal control assurance report of Shenzhen minglida Jingmi Technology Co., Ltd. (shksbz (2020) No. 8820) issued by Shanghai accounting firm (special general partnership)
Legal opinion of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen minglida Precision Technology Co., Ltd
Lawyer work report, lawyer work report of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen minglida Precision Technology Co., Ltd
Reporting period: 2017, 2018, 2019 and January 1, 2020 to June 30, 2020
Company law, company law of the people’s Republic of China (revised in 2018)
Securities law, securities law of the people’s Republic of China (revised in 2019)
Measures for the administration of registration, measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), opinions on the issuance of new shares, opinions of the CSRC on further promoting the reform of the system for the issuance of new shares, No. 12 of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 12 of the rules for the preparation and reporting of information disclosure of companies offering securities to the public Legal opinion and lawyer work report
Review of IPO rules of Shenzhen Stock Exchange (Q & A of Shenzhen Stock Exchange in 2020)
The regions within the people’s Republic of China, for the sake of expression, do not include the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan for the purpose of this lawyer work report
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
Abbreviation full name or meaning
Shenzhen Development and Reform Commission Shenzhen Development and Reform Commission
Sponsor / lead underwriter Guotai Junan Securities Co.Ltd(601211) / Guotai Junan Securities Co.Ltd(601211)
Shanghui accounting firm (special general partnership)
Xinda Guangdong Xinda law firm
Handling lawyer of Guangdong Xinda law firm
Yuan, ten thousand yuan is the legal currency unit of China, RMB yuan, ten thousand yuan
The legal tender unit of the United States of America
There may be differences in the mantissa between the total of some data in this lawyer’s work report and the sum of each addend. These differences are caused by rounding.
Guangdong Xinda law firm
Shenzhen Liming Precision Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
Lawyer work report
Xinda shouchuang GZ [2020] No. 030 to: Shenzhen minglida Precision Technology Co., Ltd
According to the agreement on the employment of special legal counsel signed by the company and Cinda, Cinda is entrusted to act as the special legal counsel for the company’s IPO and listing and provide legal services for the company.
In accordance with the company law, the securities law and other relevant laws and regulations, as well as the provisions of regulatory documents such as the measures for the administration of registration, the stock listing rules, the Compilation Rules No. 12, the opinions on the issuance of new shares, the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation), This lawyer’s work report is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Section I Introduction to lawyer’s work report
1、 Introduction to law firms and lawyers
(I) introduction to Cinda
Xinda was incorporated in Shenzhen, China in 1993 and now holds the practice license of law firm (Unified Social Credit Code: 3144 Shenzhen Textile (Holdings) Co.Ltd(000045) 5766969w) issued by the Department of justice of Guangdong Province. It is qualified to publish legal opinions under this lawyer work report in accordance with relevant laws, regulations and normative documents of China. Cinda’s business scope mainly includes securities finance legal business, real estate legal business, litigation legal business, etc. So far, Cinda has about 150 securities practicing lawyers. It has provided legal services for the initial issuance and listing, allotment and additional issuance, asset replacement and transfer of controlling shares of more than 100 Chinese and foreign companies, and served as perennial legal counsel for many listed companies.
(II) introduction to handling lawyer
Lawyer Wei Tianhui, lawyer Yi Minghui and Lawyer Wei Lan have no records of violation of laws and regulations.
Lawyer Wei Tianhui graduated from China University of political science and law and the Institute of international economic law of Nankai University, with a bachelor’s degree in law and a master’s degree in law respectively. Lawyer Wei Tianhui has been working in Cinda since 2002, engaging in corporate and securities legal business. Wei Tianhui, the lawyer of Wei Tianhui, has been in charge of the attorney for the lawyer who once filed for the lawyer of Wei Tianhui, and the lawyer of Wei Tianhui, who has been in charge of the Dnake (Xiamen) Intelligent Technology Co.Ltd(300884) ) ( China Hainan Rubber Industry Group Co.Ltd(601118) ), Shenzhen Fenda Technology Co.Ltd(002681) ( Shenzhen Fenda Technology Co.Ltd(002681) ), Shenzhen Center Power Tech.Co.Ltd(002733) ( Shenzhen Center Power Tech.Co.Ltd(002733) ) Ping An Securities Co., Ltd. and other companies’ initial public offering and listing, major asset restructuring, non-public offering of shares, M & A or bond issuance, and provided legal services in terms of company, securities and investment for many domestic and foreign listed companies.
Contact information: Tel: 075588265288
Fax: 075588265537
Email： [email protected].
Yi Minghui, a lawyer, graduated from Southwest University of political science and law and China University of political science and law, with Bachelor of law and master of law degrees respectively. Lawyer Yi Minghui has been a lawyer since 2013
