Shanghai jintiancheng law firm
About Zhejiang Jindao Technology Co., Ltd
IPO shares listed on Shenzhen Stock Exchange
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Zhejiang Jindao Technology Co., Ltd
IPO shares listed on Shenzhen Stock Exchange
Legal opinion
To: Zhejiang Jindao Technology Co., Ltd
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the rules for the preparation and reporting of information disclosure by public securities companies No. 12 – Legal opinions and lawyer work report on public securities issuance, and the measures for the administration of securities legal business by law firms This legal opinion is issued in accordance with the provisions of relevant laws, regulations and normative documents such as the rules for the practice of securities legal business of law firms (for Trial Implementation), the guidelines for the application of regulatory rules – Law No. 2: Rules for the practice of legal business of law firms engaged in initial public offering and listing, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and so on.
In order to issue this legal opinion, our lawyers have reviewed the relevant documents provided by the issuer and obtained the following assurances from the issuer: the issuer has provided our lawyers with the original written materials, copies, photocopies, confirmations or oral testimony necessary for issuing this legal opinion, and all facts and documents sufficient to affect this legal opinion have been disclosed to our lawyers; All documents, confirmations, oral testimony and the facts stated are true, accurate and complete without any concealment, false statement and omission; If the document is a copy, copy or photocopy, it is completely consistent and consistent with the original or the original, and the signature and seal on the document are true and valid. The validity of the original and the original of each document has not been revoked by the government department within its validity period, and they are held by their respective legal holders as of the date of issuance of this legal opinion. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by government departments, issuers or other relevant units to make judgments. In accordance with the provisions of relevant laws, regulations and normative documents and the entrustment of the issuer, our lawyers have checked the legitimacy of the issuer’s authorization and approval of this issuance and listing, the subject qualification of this issuance and listing, the conditions of this issuance and listing, the reporting documents and relevant facts, And give legal opinions on the facts that have occurred and existed before the issuance of this legal opinion according to the lawyers’ understanding of the facts and Chinese law.
Our lawyers only express opinions on the legal issues related to the issuer’s issuance and listing, and only express legal opinions in accordance with the relevant provisions of China’s current effective laws, regulations and normative documents, and do not express opinions on professional matters such as accounting, audit and capital verification. Our lawyers have fulfilled the necessary duty of care when quoting some data and conclusions in professional reports such as relevant accounting statements, audit reports and capital verification reports in this legal opinion, but such quoting is not deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and our lawyers are not qualified to verify and evaluate such data and conclusions, In this regard, our lawyers rely on the opinions in the professional report issued by qualified institutions to make judgments.
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 (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements and major omissions.
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. Our lawyers agree that the issuer shall take this legal opinion as the necessary legal document for applying for this issuance and listing, report it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law. Based on the above, our lawyers have examined and verified the relevant documents and facts provided by the issuer in accordance with the requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
This office and jintiancheng refer to Shanghai jintiancheng law firm
The issuer, the company and Jindao technology refer to Zhejiang Jindao Technology Co., Ltd
Shaoxing Jindao / Jindao Co., Ltd. refers to Shaoxing Jindao gearbox Co., Ltd., the predecessor of Jindao technology
This issuance refers to the company’s issuance of no more than 25 million RMB common shares (A shares) to the public
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor, lead underwriter, Guozhi Guotai Junan Securities Co.Ltd(601211) taijunan Tianjian / Tianjian certified public accountants / Tianjian Certified Public Accountants (special general partnership)
The articles of association refers to the articles of association of Zhejiang Jindao Technology Co., Ltd. currently in force by the issuer
Audit report refers to the audit report (TJs [2021] No. 9688) issued by Tianjian
The verification report of non recurring profit and loss refers to the verification report of non recurring profit and loss of Zhejiang Jindao Technology Co., Ltd. in the last three years and the first period issued by Tianjian
Capital verification report refers to the capital verification report (No. [2022] 123) issued by Tianjian
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
The reporting period / the last three years refers to 2018, 2019, 2020 and January June 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
If there is any difference in the mantissa between the sum of part of the total and each value in this legal opinion, it is caused by rounding.
Text
1、 Approval and authorization of the issuer’s public offering and listing
(I) internal approval and authorization of this issuance and listing
On October 26, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, The proposal on the company’s compliance with the conditions for initial public offering and listing on the gem, the proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on the application scheme and feasibility study report of the funds raised by the initial public offering of shares, and the proposal on engaging the intermediary agency of the company for this offering and listing were deliberated and adopted Proposal on the sharing of accumulated undistributed profits by new and old shareholders before initial public offering, proposal on Authorizing the board of directors of the company to fully handle matters related to the issuance and listing of social public shares, proposal on the articles of Association (Draft) and relevant systems applicable after the company’s initial public offering and listing, proposal on the plan for stabilizing the stock price within three years after the company’s listing And other proposals related to this issuance and listing.
(II) examination and approval of CSRC
On January 17, 2022, China Securities Regulatory Commission approved and issued the reply on Approving the registration of initial public offering of shares of Zhejiang Jindao Technology Co., Ltd. (zjxk [2022] No. 119) and approved the registration application of the issuer’s initial public offering of shares. The reply is valid within 12 months from the date of consent to registration.
(III) procedures to be completed for this issuance
The issuer needs to obtain the approval of Shenzhen Stock Exchange and sign the listing agreement with Shenzhen stock exchange for this issuance and listing. In conclusion, our lawyers believe that the issuer has obtained the approval and authorization of the issuer’s internal competent authority for this issuance and listing, which is legal and effective. The issuer has obtained the approval and registration of China Securities Regulatory Commission for this issuance and listing. It still needs to obtain the approval of Shenzhen Stock Exchange and sign a listing agreement with Shenzhen Stock Exchange. 2、 The issuer’s qualification to issue shares
(I) upon the verification of the lawyers of the exchange, the issuer is a joint stock limited company established by Jindao Co., Ltd. in accordance with the law. Jindao Co., Ltd. was established on August 28, 2003. In August 2018, Zhejiang Jindao Technology Co., Ltd. was established with the overall change of book net assets into shares. The issuer is legally established, validly existing and continuously operating for more than three years.
(II) upon the examination of the lawyers of the exchange, the issuer is a joint stock limited company established according to law. The issuer now holds the business license issued by Shaoxing market supervision and Administration Bureau. At present, the issuer is validly existing according to law, and there is no situation requiring termination as stipulated in laws, regulations, normative documents or the articles of association.
To sum up, our lawyers believe that the issuer is a joint stock limited company established according to law with effective existence and continuous operation for more than three years, complies with the provisions of laws, regulations, rules and normative documents such as the securities law, the company law and the administrative measures, and has the subject qualification of this issuance and listing. 3、 The issuer’s substantive conditions for this public offering and listing
(I) after verification by our lawyers, according to the reply on Approving the registration of initial public offering of Zhejiang Jindao Technology Co., Ltd. (zjxk [2022] No. 119), the announcement on the results of initial public offering of Zhejiang Jindao Technology Co., Ltd. and listing on the gem and the capital verification report issued by the CSRC, This issuance and listing of the issuer has been examined and approved by the gem stock listing committee of Shenzhen stock exchange according to law, registered with the CSRC, and has been publicly issued. The issuer has met the provisions of Article 47 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the listing rules.
(II) upon verification by the lawyers of the exchange, the total share capital of the issuer before the initial public offering of shares is 75 million yuan. According to the capital verification report, after the completion of this public offering, the total share capital of the issuer is 100 million yuan, not less than 30 million yuan, which is in line with the provisions of Article 47 of the securities law and item (II) of paragraph 1 of article 2.1.1 of the listing rules.
(III) upon verification by the lawyers of the exchange, the total number of shares of the issuer after the completion of this public offering is 100 million, and the number of shares of the issuer after this public offering is 25 million, accounting for 25% of the total number of shares of the issuer after the completion of this public offering, which is in line with the provisions of Article 47 of the securities law and item (III) of paragraph 1 of article 2.1.1 of the listing rules.
(IV) according to the audit report and non recurring profit and loss assurance report issued by Tianjian, the issuer’s net profit attributable to the owner of the parent company in 2019, 2020 and January June 2021 (based on the lower one before and after deducting non recurring profit and loss) was 486968 million yuan, 651313 million yuan and 366569 million yuan respectively. The net profit of the issuer in the last two years is positive, and the accumulated net profit is not less than 50 million yuan. Accordingly, the issuer complies with the 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 listing rules.
(V) according to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the listing application documents submitted by the issuer and its directors, supervisors and senior managers to the Shenzhen Stock Exchange are true, accurate and complete, without false records, misleading statements or major omissions, and comply with article 2.1.7 of the listing rules.
(VI) the issuer has prepared the announcement of Zhejiang Jindao Technology Co., Ltd. on initial public offering and listing on GEM in accordance with relevant regulations, which is in line with item (I) of article 2.1.9 of the listing rules.
(VII) upon verification by the lawyers of the exchange, the actual controllers, shareholders, directors, supervisors and senior managers of the issuer have made shareholding lock-in commitments in accordance with the relevant requirements of the listing rules according to their respective conditions, and the relevant commitments comply with the provisions of articles 2.3.3, 2.3.4 and 2.3.8 of the listing rules.
(VIII) upon verification by the lawyers of the exchange, the controlling shareholder, actual controller, directors, supervisors and senior managers of the issuer have respectively signed the statement and commitment of controlling shareholder and actual controller and the statement and commitment of directors (supervisors and senior managers) in accordance with the relevant provisions of the Shenzhen Stock exchange. The aforesaid commitment has been witnessed by the lawyers of the exchange and submitted to the Shenzhen Stock Exchange and the board of directors for filing, Comply with the provisions of articles 4.2.1 and 4.3.1 of the listing rules.
In conclusion, our lawyers believe that the issuer’s issuance and listing meets the provisions of laws, regulations and normative documents such as the securities law, listing rules, and meets the substantive conditions for this issuance and listing. 4、 The sponsor institution and sponsor representative of the issuer for this listing
(I) the issuer’s listing is sponsored by Guotai Junan Securities Co.Ltd(601211) which is a securities operating institution registered by the China Securities Regulatory Commission and listed in the list of sponsor institutions, and has the membership of Shenzhen Stock Exchange, which complies with the provisions of Article 10 of the securities law and article 3.1.1 of the listing rules.
(II) Guotai Junan Securities Co.Ltd(601211) appoint Wang Sheng and Xue Bo as the sponsor
