Beijing Deheng Law Firm
about
Changzhou Xiangming Intelligent Power Co., Ltd. issued RMB common shares (A shares) for the first time
And listed on the gem of Shenzhen Stock Exchange
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
about
Changzhou Xiangming Intelligent Power Co., Ltd
Initial public offering of RMB common shares (A shares)
And listed on the gem of Shenzhen Stock Exchange
Legal opinion
Deheng shf20150391 – 00055 to: Changzhou Xiangming Intelligent Power Co., Ltd
According to the special legal service agreement signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for its initial public offering of RMB common shares (A shares) and listing on the gem. The exchange has issued Deheng shf20150391 – 00022 lawyer work report of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) and listing on the gem of Changzhou Xiangming Intelligent Power Co., Ltd. (hereinafter referred to as lawyer work report) for the issuer’s IPO Deheng shf20150391 – 00021 “legal opinion of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) and listing on the gem of Changzhou Xiangming Intelligent Power Co., Ltd. (hereinafter referred to as” legal opinion “), And successively issued Deheng shf2015039100026 “supplementary legal opinion (I) of Beijing Deheng Law Firm on Changzhou Xiangming Intelligent Power Co., Ltd.’s initial public offering of RMB common shares (A shares) and listing on the gem” Deheng shf2015039100031 supplementary legal opinion (II) of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) and listing on the gem of Changzhou Xiangming Intelligent Power Co., Ltd Deheng shf2015039100035 supplementary legal opinion (III) of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) and listing on the gem of Changzhou Xiangming Intelligent Power Co., Ltd Deheng shf2015039100039 supplementary legal opinion (IV) of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) and listing on the gem of Changzhou Xiangming Intelligent Power Co., Ltd Deheng shf2015039100043 supplementary legal opinion of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) by Changzhou Xiangming Intelligent Power Co., Ltd. and listing on the gem (V); Deheng shf2015039100047 Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) by Changzhou Xiangming intelligent power Co., Ltd Supplementary legal opinion (VI) on the initial public offering of RMB common shares (A shares) by Changzhou Xiangming Intelligent Power Co., Ltd. and listing on the gem (VII) (hereinafter collectively referred to as the supplementary legal opinion) by Beijing Deheng Law Firm (shf2015039100051).
In accordance with the company law, the securities law, the measures for the administration of registration, the listing rules, 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) and other relevant laws and regulations, as well as the relevant provisions of the CSRC and the Shenzhen Stock Exchange, the lawyers in charge of this office shall comply with the business standards, ethics and diligence recognized by the Chinese lawyer industry, The legal opinion of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) by Changzhou Xiangming Intelligent Power Co., Ltd. and its listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “listing legal opinion”) is issued for the issuer’s issuance and listing.
Part I lawyer’s statement
1、 In accordance 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, the rules for the preparation and reporting of information disclosure of 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 issuance date of this listing legal opinion, The company has strictly performed its statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this listing legal opinion 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 shall bear corresponding legal liabilities.
2、 Unless the context otherwise requires, the premises, assumptions, commitments, statements and interpretations in the legal opinion and lawyer work report apply to this listing legal opinion.
3、 The exchange and its handling lawyer agree that the issuer may quote the contents of this listing legal opinion in part or in whole in accordance with the requirements of the CSRC and the Shenzhen Stock Exchange, but the above quotation by the issuer shall not cause legal or factual ambiguity or misinterpretation.
4、 This listing legal opinion is only for the purpose of the issuer’s current listing, and shall not be used for any other purpose without the written consent of the handling lawyer of the exchange.
5、 The firm currently holds a law firm practice license issued by the Beijing Municipal Bureau of justice, with a unified social credit code of 31110 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 48m, and its domicile is 12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing. The person in charge is Wang Li.
6、 This legal opinion on listing is jointly signed by Lawyer Wang Xian’an, Lawyer Wang Wei, Lawyer Wang Junzhe and Lawyer Wang Peipei. The contact address of the above-mentioned handling lawyer is 23 / F, Shanghai baiyulan Plaza office building, 501 dongdaming Road, Shanghai, Tel.: 02155989888, fax: 02155989898.
In accordance with relevant laws and regulations and on the basis of full verification, the lawyer in charge of this office issued this legal opinion on listing as follows:
The second part is the main body
1、 Approval and authorization of this issuance and listing
(I) on October 21, 2020 and November 6, 2020, the issuer held the fifth meeting of the second board of directors and the second extraordinary general meeting of shareholders in 2020 respectively, and deliberated and adopted the relevant proposals related to the listing.
The convening and convening procedures of the above-mentioned board of directors and general meeting of shareholders comply with the relevant provisions of laws, regulations, normative documents and the articles of association. The contents of various proposals and resolutions deliberated and adopted at the meeting are legal and effective. The scope of authorization and procedures for the general meeting of shareholders to authorize the board of directors to handle the listing matters are legal and effective.
(II) on September 16, 2021, the listing audit center of Shenzhen Stock Exchange issued the announcement on the results of the 59th review meeting of the municipal Party Committee on GEM in 2021, and the issuer met the issuance conditions, listing conditions and information disclosure requirements.
(III) on February 9, 2022, the CSRC issued the reply on Approving the registration of initial public offering of shares by Changzhou Xiangming Intelligent Power Co., Ltd. (zjxk [2022] No. 298, hereinafter referred to as the reply on issuance registration), agreeing to the issuer’s application for registration of initial public offering of shares.
In conclusion, the lawyer in charge of the exchange believes that the issuer’s listing has been approved and authorized by the competent authority, and has been deliberated and approved by the gem stock listing committee of Shenzhen Stock Exchange and approved by the CSRC for registration. The issuer still needs to obtain the consent of Shenzhen Stock Exchange on stock listing and sign the listing agreement with Shenzhen Stock Exchange.
2、 Subject qualification of this issuance and listing
The issuer is a joint stock limited company wholly changed and established by Xiangming Co., Ltd. on June 12, 2016. As of the date of issuance of this listing legal opinion, the issuer holds the business license with the unified social credit code of 91320412608126066w issued by Changzhou municipal regulatory bureau, and there is no situation that it should be terminated in accordance with laws, regulations, normative documents and the articles of association.
In conclusion, the lawyer in charge of this office believes that as of the date of issuance of this listing legal opinion, the issuer is a joint stock limited company legally established and validly existing, and has the subject qualification of this listing.
3、 Substantive conditions for this offering and listing
(I) as stated in “I. approval and authorization of this issuance and listing” in this listing legal opinion, the issuer’s issuance and listing has been examined and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration. The issuer meets the gem issuance conditions stipulated by the CSRC and complies with the provisions of item (I) of paragraph 1 of article 2.1.1 of the listing rules.
(II) in accordance with the approval of the reply on issuance registration issued by the CSRC and the relevant announcements disclosed by the Issuer on the website of the Shenzhen Stock Exchange, the issuer publicly issued 17 million ordinary shares. The total share capital of the issuer after this listing shall not be less than 30 million yuan, which meets the provisions of item (II) of paragraph 1 of article 2.1.1 of the listing rules.
(III) according to the reply on issuance registration and the relevant announcements disclosed by the Issuer on the website of Shenzhen Stock Exchange and verified by the lawyer in charge of the exchange, the total share capital of the issuer after the completion of this issuance is 68 million shares, and 17 million ordinary shares are publicly issued, accounting for more than 25% of the total shares of the issuer after the public issuance, which is in line with the provisions of item (III) of paragraph 1 of article 2.1.1 of the listing rules.
(IV) according to the audit report issued by Lixin certified public accountants and verified by the lawyer in charge of the firm, the issuer is a domestic enterprise and there is no voting right difference arrangement. The net profits attributable to the shareholders of the issuer after deducting non recurring profits and losses in 2019 and 2020 are 431016 million yuan and 576217 million yuan respectively. The net profits of the issuer in the last two years are positive, and the cumulative net profits are not less than 50 million yuan, Comply with the relevant provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph 1 of article 2.1.2 of the stock listing rules. (V) 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 the Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with the provisions of article 2.1.7 of the listing rules.
(VI) the controlling shareholder and actual controller of the issuer, other shareholders, directors, supervisors and senior managers of the issuer have made shareholding lock-in commitments respectively according to their respective conditions, and these share lock-in commitments comply with the provisions of articles 2.3.3 and 2.3.8 of the listing rules.
(VII) the contents of the public commitments made by the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other responsible subjects and the binding measures in case of failure to fulfill the commitments comply with the provisions of relevant laws and regulations.
To sum up, the lawyer in charge of the exchange believes that the issuer has met the substantive conditions for the listing of the shares issued this time on the gem of Shenzhen Stock Exchange as stipulated in the company law, securities law, registration management measures, listing rules and other laws, regulations, departmental rules and normative documents.
4、 The sponsor institution and sponsor representative of this offering and listing
(I) the issuer has employed Minsheng securities as the sponsor of the issuer’s current issuance and listing. Minsheng securities is a securities operating institution registered by China Securities Regulatory Commission and listed in the list of sponsors, and has the membership of Shenzhen Stock Exchange, which meets the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the listing rules. (II) the issuer has signed a recommendation agreement with Minsheng securities, which defines the rights and obligations of both parties during the application for listing and continuous supervision of the shares issued by the issuer, and complies with the provisions of paragraph 1 of article 3.1.2 of the listing rules.
(III) Minsheng securities has designated Yan Wei and Shi Weidong as the sponsor representatives to be specifically responsible for the sponsor work of the issuer. The above two sponsor representatives have been registered with the CSRC and included in the list of sponsor representatives, which is in line with Article 3.1.3 of the listing rules.
5、 Concluding observations
To sum up, the lawyer in charge of this office believes that as of the date of issuance of this listing legal opinion, the issuer has the subject qualification of this issuance and listing; In addition to signing the listing agreement with Shenzhen Stock Exchange, the issuer has obtained all other necessary authorizations, approvals or consents; This issuance and listing of the issuer meets the substantive conditions for applying for the listing of shares on the gem of Shenzhen Stock Exchange as stipulated in the company law, the securities law, the measures for the administration of registration, the listing rules and other relevant laws and regulations, and has been recommended by a legally qualified recommendation institution. This legal opinion on listing is made in five originals, which shall come into force after being signed by the person in charge of the exchange and the undertaking lawyer and sealed by the exchange.
(there is no text below, which is the signature page)
Legal opinion on initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange
(there is no text on this page, which is the signature page of the legal opinion of Beijing Deheng Law Firm on the initial public offering of RMB common shares (A shares) of Changzhou Xiangming Intelligent Power Co., Ltd. and its listing on the gem of Shenzhen Stock Exchange)
Head of Beijing Deheng Law Firm (seal):
Wang Li
