Beijing Zhonglun law firm
About Hubei Zhongyi Technology Co., Ltd
IPO and listing on GEM
Legal opinion
October, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Wuhan, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco, Almaty
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nanjing HaiKou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
catalogue
1、 Approval and authorization of this offering and listing 5 II. The issuer's subject qualification for this issuance and listing 6. Conditions of this public offering 6 IV. establishment of the issuer 9 v. independence of the issuer 9 VI. sponsors, shareholders and actual controllers 10 VII. The share capital of the issuer and its evolution VIII. Issuer's business 11 IX. related party transactions and horizontal competition 12 X. main property of the issuer 17 Xi. Major creditor's rights and debts of the issuer 18 XII. Major asset changes and mergers and acquisitions of the issuer 19 XIII. Formulation and amendment of the articles of association of the issuer 19 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 19 XV. Directors, supervisors, senior managers, core technicians of the issuer and their changes 20 XVI. Tax of the issuer 20 XVII. Environmental protection, product quality, technology and other standards of the issuer 20 XVIII. Application of funds raised by the issuer 21. XIX. Business development objectives of the issuer 21 XX. Litigation, arbitration and administrative punishment 21. Evaluation of the legal risk of the issuer's prospectus twenty-two
22、 Other matters to be explained 23. Conclusion twenty-three
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Hubei Zhongyi Technology Co., Ltd
IPO and listing on GEM
Legal opinion
To: Hubei Zhongyi Technology Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm" or "Zhonglun") in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law"), the company law of the people's Republic of China (hereinafter referred to as "the company law") and other relevant laws Administrative regulations and 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 initial public offerings on the gem") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Listing Rules on the gem") In accordance with the provisions of relevant normative documents such as the rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work reports on public securities issuance, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, With regard to the matters related to the initial public offering of shares by Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "Zhongyi technology") in China and its listing on the gem (hereinafter referred to as "this issuance and listing"), as well as the materials, documents and relevant facts provided or disclosed by the issuer, And the legal issues involved (all the above contents are subject to and limited to the matters expressed in this legal opinion), which have been reasonably, necessary and possible verified and verified, and on this basis, the lawyer's work report and this legal opinion have been issued.
For the purpose of issuing legal opinions, our lawyers, in accordance with the provisions of relevant laws, administrative regulations and normative documents, and in the principle of prudence and importance, have examined the issuer's subject qualification and conditions for this issuance and listing by means of verification, interview, written examination, on-the-spot investigation and inquiry. The inspection items include but are not limited to the approval and authorization related to this issuance and listing, the issuer's subject qualification Substantive conditions, establishment, independence, promoters, shareholders and actual controllers, share capital and its evolution, business, related party transactions and horizontal competition, main property, major creditor's rights and debts, major asset changes and mergers and acquisitions, articles of association, organizational structure and standardized operation, directors, supervisors and senior managers, taxation, environmental protection, product quality, technical standards, use of raised funds, litigation Arbitration and administrative punishment, as well as other matters deemed necessary by our lawyers.
Before verification and verification, the lawyers of the firm prepared the inspection plan in accordance with the provisions of the measures for the administration of law firms engaging in securities legal business, which listed the matters to be verified and verified, the inspection procedures and inspection methods, and adjusted them appropriately according to the progress of the investigation.
During the inspection, the lawyer of the firm proposed to the issuer the list of materials that the issuer should provide to the lawyer of the firm, and obtained the materials, documents and explanations of relevant problems provided by the issuer according to the list. If such materials, documents and instructions are copies, our lawyers have examined the corresponding originals; If it is really impossible to obtain the original for inspection, the lawyers of the firm have confirmed it by means of inquiry, review and so on.
Such materials, documents and explanations form the basis of legal opinions issued by our lawyers. If there is no written certificate for the inspection items or only the written certificate is not enough to prove, the lawyers of the firm have conducted the inspection by means of field investigation and interview, and obtained the certificate from the relevant government competent department and the confirmation letter, commitment letter, statement letter or explanation of the issuer and other relevant subjects on the relevant facts and legal issues. Such testimony, certificate, confirmation letter, commitment letter, declaration letter and explanation also constitute the supporting materials for the lawyer to issue this legal opinion and the lawyer's work report.
In the course of the above investigation, our lawyers obtained the following guarantee from the issuer, that is, the issuer has provided the original written materials, duplicate materials or oral testimony that our lawyers believe is necessary for issuing the legal opinion and this legal opinion, the signatures and / or seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals.
Our lawyers only express legal opinions on legal issues in China related to this offering and listing (subject to and limited to the matters expressed in this legal opinion). Our and signature lawyers are not qualified to express professional opinions on professional matters such as finance, capital verification and audit, asset evaluation and overseas legal matters. When this legal opinion involves the evaluation report, capital verification report, audit report, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer.
With regard to this legal opinion, our lawyer makes the following statement:
1. This legal opinion is issued in accordance with Chinese laws, regulations and normative documents in force as of the date of issuance, and expresses legal opinions based on our lawyers' understanding of these provisions and relevant facts. In accordance with the provisions of 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full 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. In this legal opinion, our lawyers mainly express concluding opinions on the legal issues related to the issuer's issuance and listing. The basis of such concluding opinions and the important materials, documents and other evidence involved, as well as the verification and verification of such concluding opinions by our lawyers, are discussed in the lawyer's work report issued for the issuer's issuance and listing.
3. Our lawyers agree that the issuer may quote some or all of the contents of this legal opinion and lawyers' work report in the corresponding prospectus or in accordance with the examination requirements of the CSRC. When the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
4. Our lawyers agree to take this legal opinion and lawyer's work report as the necessary legal documents for the issuer's issuance and listing, report them together with other application materials, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
5. 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 lawyer of the exchange.
In accordance with the provisions of relevant laws and regulations, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers, on the basis of checking and verifying the documents and relevant facts provided by the issuer, hereby issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) the shareholders' meeting of the issuer has made a resolution approving the issuance and listing in accordance with legal procedures;
(II) in accordance with relevant laws, regulations, normative documents and the articles of association of Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as the "articles of association"), the contents of the above resolution are legal and valid; (III) the scope and procedures of authorization authorized by the general meeting of shareholders of the issuer to authorize the board of directors to handle the specific matters of this issuance and listing are legal and effective;
(IV) the issuance and listing of the issuer this time still needs to be examined and approved by Shenzhen Stock Exchange and reported to the CSRC to perform the issuance registration procedures.
2、 The issuer's subject qualification for this issuance and listing
(I) the issuer is a joint stock limited company established by the overall change of Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "Zhongyi Co., Ltd") according to law. It has been in continuous operation for more than three years since the overall change and establishment, and has the subject qualification of this Issuance and listing.
(II) as of the date of issuance of this legal opinion, the issuer has effectively existed according to law, and there are no circumstances that should be terminated as stipulated in relevant laws, regulations, normative documents and the articles of association.
3、 Substantive conditions for this public offering
This offering is the initial public offering and listing of the issuer. In accordance with the relevant provisions of the company law and the securities law, and in reference to the measures for IPO on the gem and the rules for listing on the gem, the lawyers of the exchange have examined the substantive conditions that the issuer should meet in accordance with laws, regulations and normative documents one by one. Our lawyers believe that:
(I) the issuer meets the conditions for public offering of shares stipulated in the company law and the securities law
1. The shares to be issued by the issuer this time are domestic listed RMB common shares (A shares) with a par value of 1 yuan per share. The issuance conditions and price of each share are the same, and each share has the same rights, which is in line with the provisions of Article 126 of the company law.
2. The shareholders' meeting of the issuer has made resolutions on the type, amount, price and object of this issuance, which is in line with the provisions of Article 133 of the company law.
3. The issuer is sponsored by China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") with the qualification of sponsor, which complies with the provisions of paragraph 1 of Article 10 of the securities law. 4. The issuer has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizational structures in accordance with the requirements of the company law and other laws, administrative regulations and normative documents, and improved the organizational system and other internal management systems. The organizational structure is sound and in good operation, in line with the provisions of paragraph 1 (I) of Article 12 of the securities law. 5. During the reporting period, the issuer's operating income continued to grow and has the ability of sustainable operation, which is in line with the provisions of paragraph 1 (II) of Article 12 of the securities law.
The financial report issued by Ernst & Young Certified Public Accountants (hereinafter referred to as the "special audit report") complies with the provisions of Article 12, paragraph 1 of the general accounting law.
7. The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years, which is in line with the provisions of paragraph 1 (IV) of Article 12 of the Securities Law.
(II) the issuer meets the conditions for public offering of shares stipulated in the measures for the initial public offering of gem
1. The issuer is a joint stock limited company established in 2016 by Zhongyi Co., Ltd. in the form of overall change, with a continuous operation time of more than three years; The issuer has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law; Comply with the provisions of Article 10 of the measures for the IPO of gem.
2. The issuer's basic accounting work is standardized, and the preparation and disclosure of financial statements comply with the provisions of the accounting standards for business enterprises and relevant information disclosure rules
