Beijing Deheng Law Firm
About adoption Technology Co., Ltd
Initial public offering of RMB common shares (A shares)
And listed on the gem
Legal opinion
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 5 Section II text 7 I. approval and authorization of this issuance and listing 7 II. Subject qualification of this issuance and listing 7 III. substantive conditions for this offering and listing 8 IV. establishment of the issuer 12 v. independence of the issuer 13 VI. sponsors, shareholders and actual controllers 14 VII. The share capital of the issuer and its evolution 17 VIII. Business of the issuer 17 IX. related party transactions and horizontal competition of the issuer 18 X. main property of the issuer 25 Xi. Major creditor’s rights and debts of the issuer 28 XII. Major asset changes and mergers and acquisitions of the issuer 29 XIII. Formulation and amendment of the articles of association of the issuer XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 30 XV. Directors, supervisors and senior managers of the issuer and their changes 31 XVI. Tax of the issuer 32 XVII. Environmental protection, product quality and technical standards of the issuer 33 XVIII. Application of funds raised by the issuer 36 XIX. Business development objectives of the issuer 38 XX. Litigation, arbitration or administrative punishment 39 21. Evaluation of the legal risk of the issuer’s prospectus 39. Conclusion 39 Annex I: the issuer and its holding subsidiaries accept guarantees from related parties forty-two
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: adoptive technology / joint stock company / company / issuer of adoptive Technology Co., Ltd
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
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
Lawyer work report refers to the lawyer work report of Beijing Deheng Law Firm on the adoption of Technology Co., Ltd. for the initial public offering 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 Zhonghui kuaijan [2020] 6589 issued by Zhonghui accountant on November 11, 2020
Assurance report on the adoption of internal control of science and Technology Co., Ltd
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 means the people’s Republic of China. In this legal opinion, it is only for the purpose of differential expression, excluding Taiwan, Hong Kong Special Administrative Region and Macao Special Administrative Region
Note: in this legal opinion, there may be differences in the mantissa between the sum of some total numbers and the direct addition of each additive number, 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
Legal opinion
Deheng 02f20200168- 00003 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, as well as the relevant provisions of the CSRC, as well as the special legal service agreement signed between the exchange and the issuer, issue this legal opinion for the issuance and listing in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry.
Section I Introduction
With regard to this legal opinion, the undertaking lawyer of the office makes the following statement:
1. The lawyer in charge of this office shall, in accordance with the provisions of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyer work report on public securities issuance issued by the CSRC, the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the current national laws, regulations To express legal opinions on normative documents and relevant provisions of the CSRC.
2. The bourse and the handling lawyer agree that the issuer may quote some or all of the contents of the legal opinion and lawyer work report issued by the bourse in the prospectus or in accordance with the review requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation of the above contents, The undertaking lawyer of the exchange has the right to review and confirm the relevant contents of the issuer’s prospectus again.
3. In the course of the work of the lawyer in charge of the firm, the firm has obtained the following guarantee from the issuer: the copy of the document provided by the firm is consistent with the original, and the original and copy are consistent; All seals and signatures in the documents are true and valid; The documents and relevant statements provided by it are true, accurate, complete, without omission, and do not contain any misleading information; All facts and documents sufficient to affect the issuance of this legal opinion and lawyer work report have been fully disclosed to the exchange without any concealment or omission.
4. For the fact that the legal opinion and lawyer’s work report issued by the exchange are very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government authorities, the issuer and its affiliates or other institutions as the basis for making the legal opinion.
5. This legal opinion is only for
