Legal opinion 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.
Guangdong Xinda law firm
Shenzhen Liming Precision Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
Legal opinion
Xinda shouchuangxin Zi [2020] No. 030 to: Shenzhen minglida Precision Technology Co., Ltd
According to the employment agreement of special legal counsel signed between the company and Guangdong Xinda law firm, Guangdong Xinda law firm accepts the entrustment of the company to act as the special legal counsel for its initial public offering of RMB common shares and listing on the gem.
Guangdong Xinda law firm, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws Regulations and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), the opinions of the CSRC on further promoting the reform of the new share issuance system, the measures for the Administration of the initial issuance of securities legal business by law firms, and the rules for the practice of securities legal business by law firms (for Trial Implementation) 》And the rules for the preparation and reporting of information disclosure by public securities companies (No. 12) – legal opinions on public securities issuance and lawyers’ work report, and other normative documents, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue the 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. and the 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 。
catalogue
Section 1 matters stated by lawyers Section II body of legal opinion 8 I. approval and authorization of this issuance and listing 8 II. The issuer’s subject qualification for this issuance and listing 8 III. substantive conditions for this offering and listing 8 IV. establishment of the issuer 12 v. independence of the issuer 13 VI. promoter or shareholder (actual controller) 17 VII. The share capital of the issuer and its evolution 18 VIII. Business of the issuer 19 IX. related party transactions and horizontal competition 19 X. main property of the issuer 34 Xi. Major creditor’s rights and debts of the issuer 40 XII. Major asset changes and mergers and acquisitions of the issuer 41 XIII. Formulation and amendment of the articles of association of the issuer 42 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 42 XV. Directors, supervisors and senior managers of the issuer and their changes 43 XVI. Tax of the issuer 43 XVII. Environmental protection, product quality, technology and other standards of the issuer 44 XVIII. Application of funds raised by the issuer 45 XIX. Business development objectives of the issuer 46 XX. Litigation, arbitration and administrative punishment 46 XXI. Evaluation of the legal risk of the issuer’s prospectus 47 22. Other issues to be explained Section III General concluding comments on this offering and listing forty-nine
interpretation
Unless the context otherwise requires, the following words have the following meanings in this 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.:
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
The branch has 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,
Shareholders of the company
Abbreviation full name or meaning
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
The issuer issued RMB common shares for the first time and started a business in Shenzhen Stock Exchange
This issue is listed on the listing board
Articles of association the articles of association of Shenzhen minglida Precision Technology Co., Ltd. currently in force
The articles of Association (Draft) was approved by the issuer at the fourth extraordinary general meeting of shareholders in 2020 on October 30, 2020
The draft articles of association of Shenzhen minglida Precision Technology Co., Ltd. will be published on
The issuance will take effect and be implemented as of the date of listing
Prospectus Shenzhen minglida Precision Technology Co., Ltd. made an initial public offering of shares and
Prospectus for listing on the industrial board (draft application)
Audit report issued by Shanghui accounting firm (special general partnership)
Audit report (BZ (2020) No. 8779) and its attached financial statements and notes
Internal control assurance report Shenzhen minglida precision issued by Shanghui accounting firm (special general partnership)
Internal control assurance report of Technology Co., Ltd. (shzbz (2020) No
Report no. 8820)
Guangdong Xinda law firm on Shenzhen minglida Precision Technology Co., Ltd
Legal opinion: legal opinion on initial public offering of RMB common shares and listing on GEM
Guangdong Xinda law firm on Shenzhen minglida Precision Technology Co., Ltd
Lawyer’s work report is a lawyer’s work report that makes an initial public offering of RMB common shares and is listed on the gem
Report
Reporting period: 2017, 2018, 2019 and January 1, 2020 to June 6, 2020
June 30
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, and opinions of the CSRC on further promoting the reform of the IPO system
Rules for the preparation and reporting No. 12 rules for the preparation and reporting of information disclosure of public securities companies No. 12 – public issuance of securities
Legal opinion and lawyer work report
Abbreviation full name or meaning
Stock listing rules, Shenzhen Stock Exchange gem stock listing rules (revised in 2020), listing examination questions and answers, Shenzhen Stock Exchange gem stock IPO examination questions and answers
Regions within the territory of the people’s Republic of China, for the sake of expression, have made reference to this legal opinion
It does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
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 sum of the total of some data in this legal opinion and the direct addition of each addend. These differences are caused by rounding.
Section 1 matters declared by lawyers
1、 Cinda shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and lawyer work report, and in accordance with the provisions of the preparation and reporting rules No. 12, the current laws and regulations of China and the relevant provisions of the CSRC, and shall not express opinions on any facts and laws outside the jurisdiction of China.
2、 Cinda does not express opinions on professional matters such as accounting, auditing, capital verification and asset evaluation. When Cinda cites some data or conclusions in relevant accounting statements, audit reports, capital verification reports and asset evaluation reports in this legal opinion or lawyer work report, it does not mean that Cinda makes any explicit or implied guarantee for the authenticity and accuracy of these data or conclusions.
3、 In the process of relevant investigation, collection, consultation and inquiry, Xinda has obtained the following guarantee from the issuer: the issuer has provided Xinda with the original and true written materials, copies, copies, written statements or oral testimony and other documents necessary for Xinda to issue this legal opinion and lawyer work report; The issuer did not conceal, omit, make false records or make misleading statements when providing documents to Cinda; The signatures and seals on all documents provided by the issuer are authentic and signed by relevant parties or their legally authorized persons; Among them, if the documents are copies or copies, all copies or copies shall be consistent with the original.
4、 Xinda and Xinda lawyers strictly perform their statutory duties in accordance with the securities law, the measures for the administration of the initial offering of securities legal business by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and the principles of diligence and good faith, We have fully verified and verified the facts that have occurred or exist before the date of issuance of this legal opinion and lawyer work report and the legality, compliance, authenticity and effectiveness of this application, so as to ensure that the facts identified in this legal opinion and lawyer work report do not have false records, misleading statements or major omissions.
5、 Cinda agrees to
