Shanghai Jincheng law firm
About Zhejiang Jindao Technology Co., Ltd
IPO and listing on GEM
Legal opinion
Address: 11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters 3 interpretation 5 text 7 I. approval and authorization of this issuance and listing 7 II. The issuer's subject qualification for this issuance and listing 7 III. substantive conditions of the issuer's issuance and listing 4. Establishment of the issuer 12 v. independence of the issuer 14 VI. sponsors, shareholders and actual controllers 16 VII. The share capital of the issuer and its evolution 17 VIII. Business of the issuer 18 IX. related party transactions and horizontal competition 19 X. main property of the issuer 20 Xi. Major creditor's rights and debts of the issuer 21 XII. Major asset changes and mergers and acquisitions of the issuer 22 XIII. Formulation and amendment of the articles of association of the issuer 22 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 22 XV. Directors, supervisors and senior managers of the issuer and their changes 23 XVI. Tax of the issuer 24 XVII. Environmental protection, product quality, technology and other standards of the issuer 24 XVIII. Application of funds raised by the issuer 24 XIX. The issuer's business development objectives 25 XX. Litigation, arbitration or administrative punishment 25 21. Issues related to the capital increase and issuance of the original targeted raising company 26. Evaluation of the legal risk of the issuer's prospectus 26. Other matters to be explained 26. Concluding comments twenty-seven
Shanghai jintiancheng law firm
About Zhejiang Jindao Technology Co., Ltd
IPO and listing on GEM
Legal opinion
Case No.: 05f20170312 to: Zhejiang Jindao Technology Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm" or "jintiancheng") accepts the entrustment of Zhejiang Jindao Technology Co., Ltd. (hereinafter referred to as "the issuer" or "the company" or "Jindao technology"), and according to the special legal service contract signed between the issuer and the firm, As a special legal adviser for the issuer's initial public offering and listing on the gem (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") This legal opinion is issued in accordance with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation) (hereinafter referred to as the "administrative measures") and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "Listing Rules").
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 (hereinafter referred to as the "measures for the administration of securities legal business") and the rules for the practice of securities legal business of law firms (for Trial Implementation) In accordance with the provisions of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work reports on public securities issuance and the facts that have occurred or exist before the date of issuance of this legal opinion, we have strictly performed our statutory duties, followed the principles of diligence and good faith, and 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, without false records, misleading statements or major omissions, and shall 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 and the lawyer's work report issued for this legal opinion (hereinafter referred to as "lawyer's work report") 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, rules 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.
(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 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 and lawyer work report 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 legal opinion in the prospectus by itself or in accordance with the examination requirements of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), 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 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 the following legal opinions in accordance with relevant laws, regulations, rules and the relevant provisions of Shenzhen Stock Exchange, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
This office / jintiancheng refers to Shanghai jintiancheng law firm
This legal opinion refers to the legal opinion of Shanghai jintiancheng law firm on the initial public offering and listing on the gem of Zhejiang Jindao Technology Co., Ltd
Lawyer work report refers to the lawyer work report of Shanghai jintiancheng law firm on the initial public offering of shares and listing on the gem of Zhejiang Jindao Technology Co., Ltd
This issuance / this issuance refers to the issuer's initial public offering of no more than 25 million ordinary shares to the public / this issuance and listing of shares on the gem of Shenzhen Stock Exchange
The issuer / company / joint stock company refers to Zhejiang Jindao Technology Co., Ltd. / Jindao technology
Shaoxing Jindao / Jindao Co., Ltd. refers to Shaoxing Jindao gearbox Co., Ltd., the predecessor of Jindao technology
Forward transmission refers to Shaoxing forward transmission Machinery Co., Ltd., the predecessor of Shaoxing Jindao gearbox Co., Ltd
Shaoxing Branch refers to Shaoxing Branch of Zhejiang Jindao Technology Co., Ltd., which is the branch of the issuer
Jindao holding refers to Zhejiang Jindao Holding Co., Ltd., which is the controlling shareholder of the issuer
Jinyi investment refers to Shaoxing Jinyi investment management partnership (limited partnership)
Gold and investment refers to Shaoxing gold and investment partnership (limited partnership)
Puhua Lanting refers to Zhejiang Shaoxing Puhua Lanting cultural investment partnership (limited partnership)
Yuntong machinery refers to Shaoxing Yuntong Hydraulic Machinery Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hangzhou Advance Gearbox Group Co.Ltd(601177) refers to Hangzhou Advance Gearbox Group Co.Ltd(601177) , formerly known as Hangzhou Qianjin gearbox Group Co., Ltd. and Hangzhou gearbox factory
Shaoxing Qianjin gear box Co., Ltd
Jindao transmission refers to Shaoxing Jindao Transmission Machinery Co., Ltd., which is separated from Shaoxing gear forward
Gangcun transmission refers to Hangzhou Gangcun transmission Co., Ltd., which is a joint-stock company of the issuer
Subaru refers to Subaru disability walking Siasun Robot&Automation Co.Ltd(300024) company
Soda machinery refers to Zhenjiang soda Precision Machinery Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor / sponsor / main contractor refers to Guotai Junan Securities Co.Ltd(601211) distributor / Guotai Junan Securities Co.Ltd(601211) Tianjian / Tianjian certified public accountants / Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Kunyuan appraisal refers to Kunyuan Asset Appraisal Co., Ltd
The articles of association refers to the articles of association of Zhejiang Jindao Technology Co., Ltd. in force
The articles of Association (Draft) refers to the articles of Association (Draft) of Zhejiang Jindao Technology Co., Ltd. formulated by the issuer for this issuance and listing and will be implemented after listing
Audit report refers to the audit report (tjss [2020] No. 10328) issued by Tianjian Institute
Internal control assurance report refers to the assurance report on internal control of Zhejiang Jindao Technology Co., Ltd. (tjss [2020] No. 10329) issued by Tianjian
Verification of non recurring profit and loss refers to the verification report on non recurring profit and loss of Zhejiang Jindao Technology Co., Ltd. in the last three years and the first period issued by Tianjian
The tax verification report refers to the verification report on the tax payment of major taxes of Zhejiang Jindao Technology Co., Ltd. in the last three years and the first period issued by Tianjian
"Prospectus" refers to the prospectus of Zhejiang Jindao Technology Co., Ltd. for initial public offering and listing on the gem (application draft)
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for the registration of initial public offerings on the gem (for Trial Implementation)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020)
The management of securities legal business refers to the measures for the administration of law firms engaging in securities legal business
The compilation and reporting rules refer to the compilation and reporting rules for information disclosure of public securities companies No. 12 - legal opinions and lawyers' work reports on public securities issuance
RMB / 10000 yuan / 100 million yuan refers to RMB, 10000 yuan and 100 million yuan
The reporting period / triennial period refers to 2017, 2018, 2019 and January June 2020
In this legal opinion, if there is any difference in the mantissa between the sum of part of the total and each value, it is caused by rounding.
Text
1、 Approval and authorization of this issuance and listing
(I) on October 10, 2020, the issuer held the 11th meeting of the first board of directors, deliberated and approved the proposals related to the issuance and listing, and agreed to submit them to the second extraordinary general meeting of shareholders in 2020 for deliberation and voting.
(II) on October 26, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposals related to the issuance and listing submitted at the 11th meeting of the first board of directors of the issuer. (III) upon the verification of the lawyers of the exchange, the convening method, shareholders' qualification, voting method and resolution content of the issuer's second extraordinary general meeting in 2020 comply with the provisions of the securities law, the company law, the administrative measures and other relevant laws, regulations, normative documents and the articles of association. The shareholders' meeting authorized the board of directors to handle matters related to the issuance and listing, and the scope and procedures of authorization were legal and effective.
In conclusion, our lawyers believe that the issuer's initial public offering and listing on the gem have obtained the necessary approval and authorization from the general meeting of shareholders of the issuer, and the shareholders of the issuer are large
