Beijing Deheng Law Firm
About adopting the initial public offering of RMB common shares (A shares) by Technology Co., Ltd
And listed on the gem
Lawyer work report
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
catalogue
interpretation…… 2 section I Introduction five
1、 Brief introduction to the firm and the undertaking lawyer five
2、 The working process of making this lawyer work report and legal opinions 6 section II text nine
1、 The approval and authorization of this issuance and listing nine
2、 The subject qualification of this issuance and listing twelve
3、 The substantive conditions for this offering and listing fourteen
4、 Establishment of the issuer eighteen
5、 Independence of the issuer twenty-one
6、 Sponsors, shareholders and actual controllers twenty-five
7、 The issuer’s share capital and its evolution thirty-seven
8、 Issuer’s business forty-five
9、 Related party transactions and horizontal competition of the issuer fifty-two
10、 The principal property of the issuer seventy-eight
11、 Significant creditor’s rights and debts of the issuer eighty-two
12、 Major asset changes and mergers and acquisitions of the issuer eighty-eight
13、 Formulation and amendment of the issuer’s articles of Association eighty-nine
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors ninety-one
15、 Directors, supervisors and senior managers of the issuer and their changes ninety-two
16、 Issuer’s tax ninety-eight
17、 Environmental protection, product quality and technical standards of the issuer one hundred
18、 Application of funds raised by the issuer one hundred and seven
19、 The issuer’s business development objectives one hundred and nine
20、 Litigation, arbitration or administrative punishment one hundred and twelve
21、 Evaluation of the legal risk of the issuer’s prospectus one hundred and thirteen
22、 Conclusion one hundred and thirteen
Annex I: the issuer and its holding subsidiaries accept guarantees from related parties one hundred and sixteen
Annex II: list of major registered trademarks owned by the issuer and its holding subsidiaries one hundred and twenty
Annex III: list of main patent rights owned by the issuer and its holding subsidiaries one hundred and twenty-three
Annex IV: loan contracts being performed by the issuer and its holding subsidiaries one hundred and twenty-seven
Annex V: financial subsidies of the issuer and its holding subsidiaries during the reporting period one hundred and twenty-eight
interpretation
In this lawyer work report, unless the context otherwise requires, the following words have the following meanings:
Adoptive technology / joint stock company / company refers to adoptive Technology Co., Ltd
/Issuer
Adoption Co., Ltd. / limited company refers to Jiangyin adoption Technology Co., Ltd
Adopted medical means Jiangsu adopted Medical Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Adoption inspection refers to Jiangyin adoption inspection and Testing Co., Ltd., formerly known as Jiangyin adoption Medical Information Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Weidayuan refers to Wuxi weidayuan investment enterprise (limited partnership), which is the shareholder of the issuer
Weidafeng refers to Wuxi weidafeng investment enterprise (limited partnership), which is the shareholder of the issuer
Weidar refers to Jiangyin weidar enterprise management center (limited partnership), which is the shareholder of the issuer
CITIC Prudential refers to CITIC Prudential Life Insurance Co., Ltd., which is the shareholder of the issuer
New Guolian refers to Jiangyin new Guolian Group Co., Ltd., formerly known as Jiangyin new Guolian Investment Development Co., Ltd., which is the shareholder of the issuer
Jiangyin Haoyu refers to Jiangyin Haoyu Precision Hardware Co., Ltd., which is a related party of the issuer
Army, Zhao Hong and Lu Weiwei. Among them, the army and Zhao Hong are husband and wife, and Lu Weiwei is the son of the two actual controllers. The three jointly own 85.07% of the voting rights of the issuer and can have a significant impact on the resolutions of the issuer’s general meeting of shareholders.
CSRC refers to the China Securities Regulatory Commission
Jiangsu Securities Regulatory Bureau refers to Jiangsu regulatory bureau of China Securities Regulatory Commission
Tianjin Securities Regulatory Bureau refers to Tianjin regulatory bureau of China Securities Regulatory Commission
Jiangyin customs means Jiangyin customs of the people’s Republic of China
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Haitong Securities Company Limited(600837) means Haitong Securities Company Limited(600837)
Zhonghui certified public accountants refers to Zhonghui Certified Public Accountants (special general partnership)
Tianyuan appraisal refers to Tianyuan Asset Appraisal Co., Ltd
Deheng / this refers to Beijing Deheng Law firm
The lawyer work report of Beijing Deheng Law Firm on the adoption of Technology Co., Ltd. for the first time refers to the lawyer work report on the issuance of RMB common shares (A shares) and listing on the gem
Legal opinion refers to the legal opinion of Beijing Deheng Law Firm on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem
Audit report refers to the audit report (zhksh [2020] No. 6586) issued by Zhonghui Certified Public Accountants on November 11, 2020
Verification report on differences in financial statements Zhonghui kuaijin [2020] 6587 report issued by Zhonghui accountant on November 11, 2020 refers to the verification report on the differences between the declared financial statements and the original financial statements of Zhonghui Technology Co., Ltd
The verification report of main taxes issued by Zhonghui Certified Public Accountants on November 11, 2020 refers to the verification report on the adoption of the main taxes of science and Technology Co., Ltd. in the last three years
Internal control assurance report refers to the assurance report on the adoption of internal control of science and Technology Co., Ltd. issued by Zhonghui Certified Public Accountants on November 11, 2020
The verification report on non recurring profits and losses refers to the verification report on the adoption of non recurring profits and losses of science and Technology Co., Ltd. in recent three years and one period issued by Zhonghui Certified Public Accountants on November 11, 2020
The appraisal report refers to the appraisal report issued by Tian Yuan Ping Bao Zi [2017] No. 0238 on June 24, 2017
“Prospectus” refers to the “prospectus of adopting Technology Co., Ltd. for initial public offering and listing on GEM (application draft)”
This issuance refers to the initial public offering of RMB common shares (A shares) by the issuer
This issuance and listing refers to the issuer’s initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange
A shares refer to RMB ordinary shares issued and listed in China, with a par value of one yuan per share
The articles of association refers to the articles of association of adoptive Technology Co., Ltd
The articles of Association (Draft) refers to the articles of Association (Draft) of science and Technology Co., Ltd. adopted by the issuer at the sixth extraordinary general meeting in 2020
Sponsor agreement refers to the sponsor agreement of adoptive Technology Co., Ltd. signed by the sponsor shareholders on July 3, 2017
Company law means the company law of the people’s Republic of China
Securities Law means 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 (revised in 2020)
Reform Opinions refers to the opinions of CSRC on further promoting the reform of IPO system
RMB / ten thousand yuan refers to RMB, ten thousand yuan
FDA means the food and drug administration
The reporting period refers to January to June of 2017, 2018, 2019 and 2020
China refers to the people’s Republic of China. In this lawyer work report, it is only for the purpose of differential expression, excluding Taiwan, Hong Kong Special Administrative Region and Macao Special Administrative Region
Note: in this lawyer’s work report, there may be differences in the mantissa between the sum of some total numbers and the direct sum of all additive numbers, which is caused by rounding.
Beijing Deheng Law Firm
About adoption Technology Co., Ltd
Initial public offering of RMB common shares (A shares)
And listed on the gem
Lawyer work report
Deheng 02f20200168- 00004 to: adoptive Technology Co., Ltd
According to the special legal service agreement signed between the issuer and the bourse, the bourse accepts the entrustment of the issuer to act as its special legal adviser for this issuance and listing, In accordance with the company law, the securities law, the administrative measures, the listing rules, the reform opinions, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities, the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation) And other relevant laws and regulations, the relevant provisions of the CSRC and the special legal service agreement signed between the exchange and the issuer, in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, this lawyer work report is issued for this issuance and listing.
Section I Introduction
1、 Brief introduction to the firm and the undertaking lawyer
(I) Beijing Deheng Law Firm, formerly known as China Law Center, was founded in Beijing in 1993. It was renamed Beijing Deheng Law Firm in July 1995 and Beijing Deheng Law Firm in May 2011. Its business scope covers securities financing, banking, company, project financing, real estate, commercial arbitration and litigation and other legal services. The firm currently holds the law firm practice license issued by Beijing Municipal Bureau of Justice (Unified Social Credit Code: 3111000000448m), and its domicile is 12 / F, block B, Fukai building, No. 19 Financial Street Holdings Co.Ltd(000402) Xicheng District, Beijing. The person in charge is Wang Li.
