Shanghai jintiancheng law firm
About Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
Legal opinion on the application for listing of initial public offering shares on the gem of Shenzhen Stock Exchange
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Beijing 3D Tiandi Science & Technology Co.Ltd(600582)
An initial public offering applies for listing on the gem of Shenzhen Stock Exchange
Legal opinion
Case No.: 02f20180182 to: Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as “the issuer” or “the company” or “Sanwei Tiandi”), and according to the lawyer service agreement signed between the issuer and the firm, As a special legal adviser for the issuer’s initial public offering and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (hereinafter referred to as “this issuance and listing”).
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 provisions of relevant laws, regulations and normative documents such as 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”) and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (Revised in 2020) (hereinafter referred to as the “rules for the listing on the gem”), This legal opinion is issued on the matters related to the issuer’s issuance and listing.
Declaration matters
1、 The firm and its handling lawyers shall, 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 (for Trial Implementation) The provisions of the rules for the preparation and reporting of information disclosure by public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance and the facts that have occurred or exist before the date of issuance of this legal opinion have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
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 and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion 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 legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations and normative documents when such events occur.
4、 The issuance of this legal opinion 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 legal opinion.
（2） The documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsity and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original. 5、 For the fact that this legal opinion 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 this legal opinion as a necessary legal document for the issuer’s issuance and listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus or in accordance with the requirements of the examination authority, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This legal opinion is only used by the issuer for the purpose of this listing application, 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, in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
1. After the lawyers of the exchange checked the resolutions of the issuer’s first extraordinary general meeting in 2020 and relevant meeting documents, on June 28, 2020, the issuer held the first extraordinary general meeting in 2020, reviewed and approved the proposal on the company’s application for initial public offering and listing on GEM The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s initial public offering and listing on the gem and other proposals related to this offering and listing. The validity period of the issuer’s aforesaid resolution on this issuance and listing is 24 months, calculated from the date of deliberation and adoption at this shareholders’ meeting.
2. On June 3, 2021, the GEM Listing Committee of Shenzhen stock exchange held the 29th listing committee review meeting in 2021. After review, the issuer’s issuance and listing met the issuance conditions, listing conditions and information disclosure requirements.
3. On December 8, 2021, the CSRC issued the reply on Approving the registration of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) initial public offering (zjxk [2021] No. 3858), agreeing to the issuer’s application for registration of initial public offering.
4. On January 5, 2021, Shenzhen Stock Exchange issued the notice on the listing of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) RMB common shares on the gem (SZS [2021] No. 10). Shenzhen Stock Exchange agreed that the RMB common shares issued by the issuer should be listed on the gem of Shenzhen Stock Exchange. The securities are referred to as “Sanwei Tiandi” for short and the securities code is “301159”.
In conclusion, our lawyers believe that the issuer has obtained the approval and authorization of the issuer’s internal competent authority for this issuance and listing, and such approval and authorization are legal and effective; The issuer has obtained the approval of the GEM Listing Committee of Shenzhen Stock Exchange, the registration reply of China Securities Regulatory Commission and the notice of Shenzhen Stock Exchange approving the listing of its shares on the gem of Shenzhen Stock Exchange. In addition to signing the listing agreement with Shenzhen Stock Exchange, the issuer has obtained all necessary approvals and authorizations for this issuance and listing. 2、 The issuer’s subject qualification for this issuance and listing
According to the business license, articles of association, industrial and commercial registration materials provided by the issuer and the statement issued by the issuer, the issuer is a joint stock limited company established by Sanwei Co., Ltd. according to the overall change of the audited original book net asset value into shares according to law. The issuer has been in continuous operation since the establishment of 3D Co., Ltd., and the continuous operation time has exceeded three years since the establishment of 3D Co., Ltd.
According to the issuer’s instructions, the supporting documents issued by the relevant competent authorities, and the lawyers of the exchange through China’s “judgment document network”, “national court information query system for the person subjected to execution”, “national enterprise credit information publicity system”, “credit China” and other publicity systems, the issuer has not committed any major illegal acts in its production and business activities in the past three years, Nor is there any circumstance that the issuer shall terminate in accordance with relevant laws, regulations, normative documents and the articles of association of the issuer. The issuer is a legally established and legally existing joint stock limited company.
In conclusion, our lawyers believe that the issuer is a joint stock limited company legally established and validly existing with a continuous operation of more than three years, complies with the provisions of laws, regulations and normative documents such as the securities law, the company law and the measures for the administration of registration, and has the subject qualification of this issuance and listing. 3、 The issuer’s substantive conditions for this issuance and listing
According to the provisions of the company law, securities law, measures for the administration of registration, GEM Listing Rules and other laws, regulations and normative documents, the lawyers of the exchange believe that the issuer meets the following conditions for this issuance and listing:
1. According to the announcement on the results of the 29th review meeting of the municipal Party Committee on the gem in 2021 issued by Shenzhen Stock Exchange and the reply on Approving the registration of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) initial public offering issued by CSRC, the issuer has obtained the review consent of Shenzhen Stock Exchange and the registration reply of CSRC, and has completed the public offering, which is in line with Article 12 of the securities law Article 47 and item (I) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
2. According to the announcement on the results of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) initial public offering and listing on the gem (hereinafter referred to as the “announcement on the issuance results”) and the capital verification report “Xin Kuai Shi Bao Zi [2021] No. zb11570” issued by Lixin Certified Public Accountants (special general partnership), the total share capital of the issuer before this issuance was RMB 58 million, After the completion of this offering, the total share capital of the issuer is 77.35 million yuan, not less than 30 million yuan, which is in line with the provisions of Article 47 of the securities law and paragraph 1 (2) of article 2.1.1 of the listing rules.
3. According to the announcement of issuance results and capital verification report, the total number of shares of the issuer before this issuance is 58 million, and this public offering is 19.35 million, accounting for more than 25% of the total number of shares of the issuer after this issuance, which is in line with Article 47 of the securities law and item (3) of paragraph 1 of article 2.1.1 of the listing rules.
4. According to the audit report “xksb Zi [2021] No. zb11041” issued by Lixin Certified Public Accountants (special general partnership), the issuer’s net profits in 2019 and 2020 (based on the lower before and after deducting non recurring profits and losses) were 68.1857 million yuan and 52.2749 million yuan respectively, and the net profits in the last two years were positive, And the accumulated net profit shall not be less than 50 million yuan, in line with the provisions of item (4) of paragraph 1 of article 2.1.1 and item (I) of article 2.1.2 of the GEM Listing Rules.
5. According to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the issuer and its directors, supervisors and senior managers guarantee that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
6. The issuer has prepared the listing announcement and other documents for this listing application in accordance with relevant regulations, which complies with article 2.1.9 of the GEM Listing Rules.
7. Prior to the issuance and listing, the issuer’s shareholders, directors, supervisors and senior managers have locked and restricted the transfer of the issuer’s shares in accordance with relevant regulations, which is in line with Article 141 of the company law and articles 2.3.3 and 2.3.4 of the GEM Listing Rules.
8. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the issuer have respectively signed the statement and commitment of controlling shareholders and actual controllers and the statement and commitment of directors (supervisors and senior managers) in accordance with the relevant provisions of Shenzhen Stock Exchange. The above statements and commitments have been witnessed by the lawyers of the exchange, It shall be reported to the Shenzhen Stock Exchange and the board of directors of the issuer for filing, which shall comply with the provisions of articles 4.2.1 and 4.3.1 of the GEM Listing Rules.
In conclusion, our lawyers believe that the issuance and listing of the issuer meets the substantive conditions for applying for listing on the gem after the initial public offering of Shares specified in the company law, the securities law, the measures for the administration of registration, the GEM Listing Rules and other laws, regulations and normative documents. 4、 Sponsor of this offering
1. Upon inspection, the issuer’s current offering and listing is sponsored by China Merchants Securities Co.Ltd(600999) . The sponsor institution is a securities operating institution registered with the CSRC and listed in the list of sponsor institutions, and has the membership of Shenzhen Stock Exchange, which complies with the provisions of Article 10 of the securities law and article 3.1.1 of the GEM Listing Rules.
2. After inspection, China Merchants Securities Co.Ltd(600999) has designated Xu Guozhen and LAN libing as the sponsor representatives to be specifically responsible for the sponsor of the issuer’s issuance and listing. The above two sponsors are natural persons registered by the CSRC and included in the list of sponsor representatives, which comply with Article 3.1.3 of the GEM Listing Rules. 5、 Concluding observations
To sum up, our lawyers believe that the issuer is a legally established and validly existing stock company and has the subject qualification for this issuance and listing; The issuer has obtained the internal approval and authorization of the issuer, the examination and approval of the GEM Listing Committee of Shenzhen Stock Exchange, the registration reply of China Securities Regulatory Commission and the notice of Shenzhen Stock Exchange approving the listing of its shares on the gem of Shenzhen Stock Exchange; The issuer’s offering and listing this time meets the substantive conditions for applying for listing on the gem after initial public offering as stipulated in the company law, the securities law, the measures for the administration of registration, the GEM Listing Rules and other laws, administrative regulations and normative documents, and has been recommended by a suitably qualified recommendation institution.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng law firm on the application of Beijing Sanwei Tiandi Science & Technology Co.Ltd(600582) Co., Ltd. for IPO listing on the gem of Shenzhen Stock Exchange)
Handling lawyer of Shanghai jintiancheng law firm:
Hai Liang Ying
Principal: Handling lawyer:
