Beijing JunZeJun Law Firm
About Shenzhen Farben Information Technology Co.Ltd(300925)
Applying for issuing convertible corporate bonds to unspecified objects
Legal opinion
March, 2002
Address: 11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing
Address: 11F, Jinbao tower, 89 Jinbao Street, Dongcheng District, Beijing, China Tel: (86 10) 66523388 / Fax: (86 10) 66523399
Website: www.junzejun.com com.
About Shenzhen Farben Information Technology Co.Ltd(300925)
Applying for issuing convertible corporate bonds to unspecified objects
Legal opinion
JunZeJun [2022] securities Zi No. 2022017-1-2 I. basis for issuing legal opinions
In accordance with the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other relevant laws, administrative regulations, departmental rules and normative documents jointly issued by the CSRC and the Ministry of justice of the people’s Republic of China, Beijing JunZeJun Law Firm (hereinafter referred to as “the firm”) has accepted the entrustment of Shenzhen faben Information Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) as the special legal adviser for the issuer to apply for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “the issuance”), and needs to issue corresponding legal opinions on the issuer’s issuance. The matters stated in the lawyer work report of the office are applicable to this legal opinion.
2、 Matters stated by our lawyers
1. The lawyers of this firm are in accordance with the provisions of the CSRC zjf [2001] No. 37 Document No. 12 rules for the preparation and reporting of information disclosure of public securities companies – legal opinions and lawyers’ work report on public securities issuance, and in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion and are known to the lawyers of this firm, as well as the current laws, administrative regulations Relevant provisions of departmental rules and normative documents, and issue legal opinions based on the lawyers’ understanding of such laws, administrative regulations, departmental rules and normative documents.
2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the issuer’s behavior and the legitimacy, compliance, authenticity and effectiveness of this issuance. Our lawyers guarantee that the legal opinions issued for this issuance are free from false records, misleading statements and major omissions. For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers issue opinions according to the certificates issued by relevant government departments, issuers or other relevant units, and pay general attention to illegal legal matters.
3. For the overseas matters involved in this legal opinion that cannot be directly verified or judged by our lawyers, our lawyers rely on the relevant materials provided by the issuer and the legal opinions of overseas lawyers, and do not further verify whether they comply with local laws.
4. This legal opinion gives opinions on legal issues related to this offering. If it involves the quotation of opinions issued by professional institutions such as audit and asset evaluation, our lawyers shall pay general attention.
5. This legal opinion is only used by the company for the purpose of this issuance, and shall not be used for any other purpose without the consent of our lawyer.
6. Our lawyer agrees to take this legal opinion as the necessary legal document for the company to apply for issuing convertible corporate bonds to unspecified objects, report it together with other application materials, and is willing to bear corresponding legal liabilities according to law.
7. Our lawyers agree that the company may quote the contents of this legal opinion in the prospectus by itself or in part or in whole according to the review requirements of the CSRC. However, when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Our lawyers will review and confirm the contents of the prospectus again.
(unless otherwise specified, the definitions of the words involved in this legal opinion are consistent with those contained in the lawyer’s work report of “JunZeJun [2022] securities Zi 2022017-1 – 1”)
Based on the above, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue the following legal opinions:
Text
I Approval and authorization of this offering
1.1 on January 4, 2022, the issuer held the 8th meeting of the 3rd board of directors. All directors attending the meeting deliberated and unanimously adopted the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects, and the proposal on the company issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report of the company’s use of funds raised by issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time The proposal on diluting the immediate return by issuing convertible corporate bonds to unspecified objects and taking filling measures and commitments of relevant subjects, the proposal on formulating the meeting rules of convertible corporate bondholders of Shenzhen faben Information Technology Co., Ltd., the proposal on the assurance report of the company’s non recurring profit and loss statement The proposal on the company’s internal control assurance report, the proposal on formulating the company’s shareholder dividend return plan for the next three years (20212023), the proposal on the general meeting of shareholders authorizing the board of directors and its authorized persons to fully handle the specific matters of issuing convertible corporate bonds to unspecified objects, and the proposal on convening the first extraordinary general meeting of shareholders in 2022, And decided to convene the general meeting of shareholders on January 21, 2022.
On January 21, 2022, the issuer held the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting. A total of 13 shareholders voted on-site and online, representing 84069149 shares, accounting for 381960% of the total shares of the company. The general meeting of shareholders voted and approved the relevant proposals of the issuance one by one. Our lawyers witnessed the on-site meeting of the general meeting of shareholders and issued corresponding legal opinions.
In conclusion, the eighth meeting of the third board of directors held on January 4, 2022 and the first extraordinary general meeting of shareholders held on January 21, 2022 have made relevant resolutions to approve the issuance in accordance with legal procedures.
1.2 in accordance with the company law, securities law, measures for the administration of registration and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the contents of the above resolutions are true, legal and effective.
1.3 the shareholders’ meeting of the issuer has authorized the board of directors and its authorized persons to handle matters related to the issuance, and the scope and procedures of this authorization are legal and effective.
In conclusion, our lawyers believe that the issuer has obtained the internal approval and authorization of the issuer for this issuance, which is subject to the approval of Shenzhen Stock Exchange and the consent of China Securities Regulatory Commission for registration.
II 2.1 the issuer is a joint stock limited company established by way of sponsorship on the basis of the joint-stock reform of the whole French limited company. In March 2015, Yan Hua, Xia Haiyan, gengdubong, jiajiatong and mujialin, all shareholders of French capital Co., Ltd., as initiators, initiated the establishment of “Shenzhen Shenzhen Farben Information Technology Co.Ltd(300925) Technology Co., Ltd.” by changing the original book net assets of French capital Co., Ltd. into shares. Since its establishment, the issuer has not been terminated in accordance with laws, administrative regulations and the articles of association, and exists effectively in accordance with the law. Meanwhile, the issuer is a joint stock limited company listed on the gem of Shenzhen stock exchange according to law.
2.2 after verification by our lawyers, as of the issuance date of this legal opinion, the issuer now holds the business license with the unified social credit code of 91440 Zhejiang Meorient Commerce & Exhibition Inc(300795) 421713j issued by Shenzhen Municipal Supervision Bureau. The basic information is as follows:
Company name Shenzhen Farben Information Technology Co.Ltd(300925)
Date of establishment: November 8, 2006
The term of operation is permanent
Address: floor 1-6, block B, yudashun Science Park, No. 15, Gaoxin North 6th Road, songpingshan community, Xili street, Nanshan District, Shenzhen
Legal representative: Yan Hua
The registered capital is 220099166 yuan
Company type: joint stock limited company (listed, natural person investment or holding)
Existence (in operation, in operation and on record)
General business items are: computer software and hardware, programming; Technology development, technical consultation, technical services and technology transfer of Internet software; Hardware, embedded software and technology R & D, system integration and technical consultation around the system; Import and export of technical services; Data processing services and enterprise business scope management services; Translation consulting and translation services. Enterprise management consulting; Market Research (excluding foreign-related research); Information consulting services (excluding licensed information consulting services); Accept the entrustment of financial institutions to engage in information technology and process outsourcing services (excluding financial information services). (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license). The licensed business items are: value-added telecommunications services.
To sum up, our lawyers believe that the issuer is a legally established, legally existing and listed share in Shenzhen Stock Exchange
Ltd. As of the issuance date of this legal opinion, the issuer has no circumstances requiring termination in accordance with laws, administrative regulations, departmental rules and the articles of association. The issuer has the subject qualification for this issuance.
III Substantive conditions of this offering
The nature of this issuance is that the issuer issues convertible corporate bonds to unspecified objects. The lawyers of the exchange have verified one by one and believe that the issuer meets the substantive conditions for issuing convertible corporate bonds to unspecified objects stipulated in the company law, the securities law and the registration management measures:
3.1 the issuance meets the conditions specified in the company law. 3.1.1 after verification by the lawyers of the exchange, the issuer has deliberated and approved the relevant proposals of the issuance at the eighth meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2022, and clarified the conversion method of convertible corporate bonds into corporate shares, which is in line with the provisions of article 161 of the company law.
3.1.2 the prospectus states that the issuance sets terms such as the conversion period, the conversion price and its adjustment, and the determination method of the number of converted shares. The bondholder can choose whether to convert or not on the premise of meeting the conditions, which is in line with the provisions of Article 162 of the company law.
3.2 this offering meets the conditions stipulated in the securities law. 3.2.1 according to the relevant documents provided by the issuer and verified by the lawyers of the exchange, the issuer has set up the general meeting of shareholders, the board of directors and the board of supervisors, elected independent directors and employee supervisors, and employed senior managers such as the general manager, deputy general manager, chief financial officer and Secretary of the board of directors. The board of directors has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee, and has formulated the rules of procedure for the Shenzhen Farben Information Technology Co.Ltd(300925) general meeting of shareholders, the rules of procedure for the Shenzhen Farben Information Technology Co.Ltd(300925) board of directors, the rules of procedure for the board of supervisors of Shenzhen Shenzhen Farben Information Technology Co.Ltd(300925) Technology Co., Ltd., and the rules of procedure for the board of supervisors of Shenzhen Shenzhen Farben Information Technology Co.Ltd(300925) Technology Co., Ltd
