Guohao law firm (Shanghai)
about
Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd
The IPO shares are listed on the gem of Shenzhen Stock Exchange
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, Beijing West Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: (+ 86) (21) 5234 1668 Fax: (+ 86) (21) 5243 3320
Website: www.grandall.com com. cn.
January 2002
Guohao law firm (Shanghai)
About Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd
IPO shares listed on the gem of Shenzhen Stock Exchange
Legal opinion
To: Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd
Guohao law firm (Shanghai) (hereinafter referred to as "the firm") accepts the entrustment of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "Weike technology"), As a special legal adviser for the issuer's initial public offering (hereinafter referred to as "this offering") and application for listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this listing"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "company law") and the securities law of the people's Republic of China (hereinafter referred to as "Securities Law") The measures for the administration of the registration of initial public offerings on the growth enterprise market (for Trial Implementation) (hereinafter referred to as the "administrative measures"), the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market (hereinafter referred to as the "Listing Rules") and other relevant laws and regulations, as well as the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") This legal opinion is issued in accordance with the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Section 1 matters declared by lawyers
1、 The lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of CSRC and Shenzhen Stock Exchange.
2、 Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, reviewed and judged all documents and testimony related to the issuance of this legal opinion, and guaranteed that there are no false records, misleading statements and major omissions in this legal opinion.
3、 Our lawyers agree to submit this legal opinion together with other application materials to Shenzhen stock exchange for review, and are willing to bear corresponding legal liabilities for the authenticity, accuracy and completeness of this legal opinion.
4、 The issuer guarantees that it has provided the lawyers of this firm with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion, without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent and consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units to issue this legal opinion.
6、 Our lawyers only express legal opinions on legal issues related to the issuer's listing, and do not express opinions on professional matters such as accounting, audit and asset evaluation.
7、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. 8、 This legal opinion is only used by the issuer for the purpose of this listing and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of the issuer for this listing
(I) internal approval and authorization of the issuer
On September 7, 2020, the issuer held the sixth meeting of the first board of directors, deliberated and approved the proposals related to the issuance and listing, and decided to submit them to the first extraordinary general meeting of shareholders in 2020 for discussion and decision. On September 23, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020 and made a resolution to approve the company's initial public offering and listing on the gem in accordance with established procedures. According to the resolution of the general meeting of shareholders, the validity period of the listing resolution and relevant authorization is 18 months from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2020. If the issuer has passed the review of Shenzhen Stock Exchange and obtained the registration of CSRC within the above validity period, the validity period will be automatically extended to the date of completion of the listing.
(II) the issuer has passed the examination of the municipal Party committee of Shenzhen Stock Exchange
According to the announcement on the results of the 39th review meeting of the municipal Party Committee on GEM in 2021, it is confirmed that the issuer meets the issuance conditions, listing conditions and information disclosure requirements.
(III) the issuer has completed the issuance registration procedures performed by the CSRC
According to the reply on Approving the registration of initial public offering of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. (zjxk [2021] No. 3798) issued by China Securities Regulatory Commission on December 1, 2021, China Securities Regulatory Commission has agreed to the registration application of the issuer for this public offering of shares.
(IV) in addition to the approval and authorization obtained by the above-mentioned issuer, according to Article 1.3 of the listing rules, the issuer's listing has yet to be reviewed and approved by Shenzhen Stock Exchange and sign a listing agreement with it.
In conclusion, our lawyers believe that the issuer has obtained internal approval and authorization from the issuer, passed the review of the municipal Party committee of Shenzhen Stock Exchange and completed the issuance registration procedures of CSRC. This listing still needs to be approved by Shenzhen Stock Exchange and sign a listing agreement with it.
2、 The issuer's subject qualification for this listing
(I) the issuer is a joint stock limited company established by way of initiation after overall change according to law
The issuer is a joint stock limited company established by way of initiation after overall change on the basis of the original limited liability company Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. (hereinafter referred to as "Weike Co., Ltd"). Weike Co., Ltd. was established in April 2005 and has been in continuous operation since its establishment. The issuer has been in continuous operation for more than three years.
(II) the issuer is a joint stock limited company established and validly existing according to law, and there is no need to terminate in accordance with the company law, other laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the issuer has the subject qualification for this listing.
3、 Substantive conditions of the issuer's listing
(I) according to the announcement on the results of the 39th review meeting of the municipal Party Committee on the gem in 2021 issued by Shenzhen Stock Exchange and the reply on Approving the registration of initial public offering of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. (zjxk [2021] No. 3798) issued by China Securities Regulatory Commission, The issuer's listing has been approved by the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of CSRC. The issuer meets the gem issuance conditions stipulated by CSRC and the provisions of item (I) of paragraph 1 of article 2.1.1 of the listing rules.
(II) the total share capital of the issuer before this issuance is 93.6 million yuan. According to the announcement on the results of initial public offering and listing on the gem of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. and the capital verification report no. Dahua Yan Zi [2022] 00000 1 issued by Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as Dahua certified public accountants), The shares issued by the issuer to the public this time are 31.2 million shares, with a par value of 1 yuan per share. The total share capital of the issuer after this issuance is not less than 30 million yuan. The shares issued by the issuer this time reach more than 25% of the total shares of the company, which is in line with the provisions of item (II) and item (III) of paragraph 1 of article 2.1.1 of the listing rules.
(III) according to the "dahuashen Zi [2021] No. 0016021" audit report issued by Dahua certified public accountants and verified by the lawyers of this firm, the issuer's net profit in the last two years is positive and the accumulated net profit is not less than 50 million yuan, which is in line with item (IV) of paragraph 1, article 2.1.1 of the listing rules Article 2.1.2 (I).
(IV) the issuer and its directors, supervisors and senior managers have made a commitment to ensure that the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the listing rules
In conclusion, our lawyers believe that the issuer's listing meets the substantive conditions stipulated in the securities law, listing rules and other laws, regulations and normative documents.
4、 The sponsor institution and sponsor representative of the issuer for this listing
The issuer has hired Sinolink Securities Co.Ltd(600109) with recommendation qualification as the recommendation institution for this issuance and listing, which complies with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the listing rules.
Sinolink Securities Co.Ltd(600109) Fu Zhifeng and Yu Lin have been designated as the recommendation representatives to be specifically responsible for the recommendation of this issuance and listing, which is in line with Article 3.1.3 of the listing rules.
5、 The relevant responsible party is the commitment issued by this listing
According to the relevant commitments issued by the issuer and its controlling shareholders, actual controllers, other shareholders, 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 diluted immediate return, fraudulent issuance of listed share repurchase Relevant commitments have been issued on such matters as binding measures in case of failure to fulfill commitments, stabilizing the company's share price within three years after listing, regulating and reducing related party transactions, avoiding horizontal competition, etc.
After verification, our lawyers believe that the contents of the above commitments and relevant binding measures made by the relevant responsible subjects of the Issuer on this issuance and listing comply with the provisions of relevant laws, regulations and normative documents.
6、 Concluding observations
In conclusion, our lawyers believe that the issuer's issuance and listing has been approved and authorized by the issuer, has passed the review of the municipal Party committee of Shenzhen Stock Exchange and completed the issuance and registration procedures of CSRC, and the issuer has the subject qualification of this listing and meets the substantive conditions specified in laws, regulations and normative documents such as securities law, administrative measures and listing rules, The contents of the above commitments and relevant binding measures made by the relevant responsible subjects of the Issuer on this issuance and listing comply with the provisions of relevant laws, regulations and normative documents. The issuer needs to obtain the consent of Shenzhen Stock Exchange and sign a listing agreement with it for this listing. (no text below)
Section III signature page
This page is the signature page of Guohao law firm's legal opinion on the IPO of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. on the gem of Shenzhen Stock Exchange. This legal opinion is issued on, 2022, in five originals without copies.
Guohao law firm (Shanghai)
Principal: Handling lawyer:
Li Qiang, Sun Li
Qiao Yingqiang
