About Shenzhen minglida Precision Technology Co., Ltd
Initial public offering of RMB common shares and listing in Shenzhen Stock Exchange
Legal opinion on GEM Listing
11-12 / F, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
Fax: (fax-2881, fax-2655) (86-75588265537
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Shenzhen minglida Precision Technology Co., Ltd
Initial public offering of RMB common shares and listing in Shenzhen Stock Exchange
Legal opinion on GEM Listing
Xinda shouchuangzi [2020] No. 030-09 to: Shenzhen minglida Precision Technology Co., Ltd. (hereinafter referred to as “the company” or “the issuer”) accepts the entrustment of the company to act as the special legal adviser for its initial public offering of RMB common shares and listing on the gem in accordance with the special legal adviser employment agreement signed between the company and Guangdong Xinda law firm (hereinafter referred to as “Xinda”).
In accordance with the provisions of the company law, the securities law and other relevant laws and regulations, the measures for the administration of registration, the rules for the listing of stocks, the Compilation Rules No. 12, the opinions on the issuance of new shares, 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 normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the law industry, This legal opinion of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange by Shenzhen minglida Precision Technology Co., Ltd. (hereinafter referred to as “legal opinion”) is issued to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on matters related to this issuance and listing. In order to issue this legal opinion, Xinda lawyer makes the following statement:
1. Cinda expresses legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the current laws and regulations of China and the relevant provisions of the CSRC, and does 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, audit, 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, it does not mean that Cinda makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. For the above non legal professional matters, Cinda does not have the appropriate qualification for verification and evaluation, and Cinda reasonably relies on the opinions of qualified professional institutions to judge these professional matters.
3. Xinda has obtained the following guarantee from the issuer in the process of relevant investigation, collection, consultation and inquiry: the issuer has provided Xinda with the original written materials, copies, copies, written instructions, written confirmation or oral testimony and other documents necessary for Xinda to issue this legal opinion; The issuer does not have any concealment, omission, false record or misleading statement 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. In accordance with the securities law, the measures for the administration of the initial public offering of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), Xinda and Xinda lawyers strictly perform their statutory duties in accordance with the principles of diligence and good faith, and have fully verified the matters related to the issuance and listing that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this legal opinion are free from false records, misleading statements or major omissions.
5. Cinda agrees to take this legal opinion as a necessary legal document for the issuer’s issuance and listing, report it together with other application materials, and is willing to bear corresponding legal liabilities for the contents of this legal opinion. 6. The abbreviation used in this legal opinion is consistent with the abbreviation in the lawyer 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. (hereinafter referred to as “lawyer work report”) issued by Xinda on December 21, 2020.
7. This legal opinion issued by Cinda is only for the issuer’s use for the purpose of this issuance and listing, and shall not be used for any other purpose.
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1、 Approval and authorization of this issuance and listing
（1） Internal approval and authorization of the issuer
After verification, the issuer held the seventh meeting of the first board of directors on October 13, 2020, The proposal on the company’s application for initial public offering of RMB common shares and listing on the gem, the proposal on the company’s application for initial public offering of RMB common shares to raise funds for investment projects and their feasibility, the proposal on the company’s business development objectives in the next three years, and the proposal on the plan for stabilizing the company’s share price within three years after the company’s initial public offering and listing were reviewed and approved Proposal on the distribution plan of accumulated undistributed profits before the company’s initial public offering and listing, proposal on the three-year dividend return plan after the company’s initial public offering and listing, proposal on the diluted immediate return and filling measures of the company’s initial public offering of RMB common shares Proposals related to this offering and listing, such as the proposal on the company issuing relevant commitments and putting forward corresponding binding measures on the initial public offering and listing of RMB common shares, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to this initial public offering and listing of RMB common shares, and submitted to the general meeting of shareholders for deliberation on these matters.
On October 30, 2020, the issuer held the fourth general meeting of shareholders in 2020, deliberated and adopted the above-mentioned proposals submitted by the board of directors related to the issuance and listing.
After verification, On September 3, 2021 and September 20, 2021, the issuer held the 15th meeting of the first board of directors and the first extraordinary general meeting of shareholders in 2021 respectively, deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares and listing on the gem and the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to initial public offering of RMB common shares and listing And other proposals related to this issuance and listing.
According to these proposals, the issuer’s first extraordinary general meeting in 2021 agreed to extend the validity period of the approval and authorization of this issuance and listing (until October 29, 2021) deliberated and approved by its fourth extraordinary general meeting in 2020 for 12 months, calculated from the date deliberated and approved by the first extraordinary general meeting in 2021, that is, to September 19, 2022.
After verification, Xinda lawyer believes that the above-mentioned board of directors and general meeting of shareholders of the issuer have made a resolution to approve the issuance and listing in accordance with legal procedures; In accordance with relevant laws, regulations, normative documents and the articles of association, the contents of the above resolutions of the board of directors and the general meeting of shareholders of the issuer are legal and effective.
（2） Approved by Shenzhen Stock Exchange
According to the announcement on the results of the 59th meeting of the municipal Party Committee on the gem in 2021 announced by the listing audit center of Shenzhen Stock Exchange on September 16, 2021, the issuer’s issuance and listing has been approved by the Listing Committee of the gem of Shenzhen Stock Exchange.
（3） Consent registration of China Securities Regulatory Commission
According to the reply on Approving the registration of initial public offering of Shenzhen minglida Precision Technology Co., Ltd. (zjxk [2022] No. 377) approved and issued by the CSRC on February 22, 2022, the CSRC has approved the issuer’s application for registration of this public offering of shares.
Based on the above, Xinda lawyer believes that the issuer’s issuance and listing has been internally approved and authorized by the issuer, approved by the Shenzhen Stock Exchange and approved by the CSRC; According to Article 1.3 of the stock listing rules, the issuer still needs to obtain the decision of Shenzhen Stock Exchange to approve the listing and sign the listing agreement with Shenzhen Stock Exchange.
2、 Subject qualification of this issuance and listing
After verification, the issuer is a joint-stock company initiated and established by minglida Co., Ltd. established on July 27, 2004 in accordance with the provisions of the company law and relevant laws and regulations, in the form of overall change of its audited book net asset value into shares as of May 31, 2019, and was registered with Shenzhen market supervision administration on November 12, 2019. The issuer has been in continuous operation for more than three years since its establishment.
The issuer now holds the business license with the unified social credit code of 91440300764970779b issued by Shenzhen market supervision administration.
According to the articles of association and business license, the business term of the issuer is permanent. After querying the national enterprise credit information publicity system, the issuer has completed the publicity of 2020 annual report.
According to the audit report (shzb Zi (2021) No. 11344) (hereinafter referred to as the “audit report (September 30, 2021)”) issued by the Shanghai Stock Exchange on November 29, 2021, as of September 30, 2021, the issuer’s net assets were 74962654771 yuan (the number of consolidated statements is based on the shareholders’ equity attributable to the parent company), and the issuer has no insolvency Failure to pay off due debts or obvious lack of solvency.
According to the written confirmation issued by the issuer and the verification of the issuer’s enterprise legal person registration data, business license, previous changed articles of association and other materials, as of the date of issuance of this legal opinion, the issuer has no circumstances requiring termination in accordance with laws, regulations, normative documents and the articles of association.
Based on the above, lawyer Xinda believes that as of the date of issuance of this legal opinion, the issuer is a joint stock limited company established according to law and has continued to operate for more than three years, and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
As stated in “I. approval and authorization of this issuance and listing” of this legal opinion, as of the date of issuance of this legal opinion, the issuer’s issuance has passed the examination of Shenzhen Stock Exchange and the approval of China Securities Regulatory Commission for registration, and the issuer’s issuance meets the issuance conditions specified in Chapter II of the registration management measures. The issuer meets the listing conditions specified in article 2.1.1 of the stock listing rules, as follows:
1. After verification, the issuer’s current issuance and listing meets the gem issuance conditions stipulated by the CSRC and the provisions of item (I) of paragraph 1, article 2.1.1 of the stock listing rules.
2. After verification, the total share capital of the issuer before this issuance was 360 million yuan; According to the announcement on the results of Shenzhen minglida Precision Technology Co., Ltd.’s initial public offering and initial placement under the GEM Listing network and the announcement on the results of Shenzhen minglida Precision Technology Co., Ltd.’s initial public offering and lottery on the GEM Listing network, the issuer issued 40.01 million shares in this public offering, with a par value of one yuan per share. The total share capital of the issuer after this issuance shall not be less than 30 million yuan, which complies with the provisions of item (II) of paragraph 1 of article 2.1.1 of the stock listing rules.
3. After verification, the issuer issued 40.01 million shares in this public offering. After the completion of this offering, the total number of shares of the issuer is 40.01 million. The shares of the issuer in this public offering account for more than 10% of the total number of shares of the company, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the stock listing rules.
4. According to the audit report (September 30, 2021) and the written confirmation issued by the issuer, the net profit of the issuer in the last two years (2019 and 2020) (based on the lower one before and after deducting non recurring profits and losses) is 8110529078 yuan and 12550285963 yuan respectively. The net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan, which is in line with item (IV) of paragraph 1 of article 2.1.1 of the stock listing rules Article 2.1.2 (I).
Based on the above, lawyer Xinda believes that the issuer’s issuance and listing meets the substantive conditions stipulated in the stock listing rules and other laws, regulations and normative documents.
4、 Sponsor and sponsor representative of this offering and listing
Upon verification, the issuer has hired Guotai Junan Securities Co.Ltd(601211) with recommendation qualification to serve as the recommendation institution for this issuance and listing Guotai Junan Securities Co.Ltd(601211) is a securities operating institution registered by the CSRC and listed in the list of recommendation institutions, 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 stock listing rules.
Upon verification, Guotai Junan Securities Co.Ltd(601211) has signed a recommendation agreement with the issuer and designated Qiang Qiang and Zeng Chen as the recommendation representatives to be specifically responsible for the recommendation of the issuer. Each sponsor has been listed in article 3.3 of the Listing Rules of the China Securities Association.
5、 The relevant responsible party is the commitment issued by this issuance and listing
According to the relevant commitments issued by the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other relevant responsible subjects (hereinafter referred to as “relevant responsible subjects”), the relevant responsible subjects of the issuer have made suggestions on share locking and reduction intention, measures to fill in diluted immediate return, fraudulent issuance of listed shares for repurchase, binding measures in case of failure to fulfill commitments, stabilizing the company’s stock price within three years after listing We have issued relevant commitments on regulating and reducing related party transactions and avoiding horizontal competition.
After verification, Xinda lawyer believes that the above commitments and suggestions made by the relevant responsible subjects of the Issuer on this issuance and listing
