Beijing Deheng Law Firm
about
The initial public offering and listing of Mingke Jingji Holding Co., Ltd
Supplementary legal opinions (II)
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 10003
catalogue
1、 Normative question 17 4 II. Normative questions 18 27 III. normative questions 19 31 IV. normative questions 20 45 v. normative questions 21 57 VI. normative questions 22 79 VII. Normative questions 23 85 VIII. Normative questions 24 99 IX. normative questions 25 105 X. information disclosure 1 106 Xi. Information disclosure 2 111 XII. Information disclosure 3 131 XIII. Information disclosure 4 134 XIV. Information disclosure 5 144 XV. Information disclosure 6 161 XVI. Information disclosure 7 168 XVII. Information disclosure 8 193 XVIII. Information disclosure 9 one hundred and ninety-eight
Beijing Deheng Law Firm
about
Mingke Jingji Holding Co., Ltd
Initial public offering and listing
Supplementary legal opinions (II)
Deheng 01f20170762- 00008 to: Mingke Jingji Holding Co., Ltd
In accordance with the special legal adviser contract signed with the issuer, the exchange acted as the special legal adviser for the issuer’s initial public offering of RMB common shares and listing, and provided legal services for this offering and listing. In accordance with the company law, the securities law and other relevant laws and regulations, as well as the measures for the administration of initial public offering, the Listing Rules of Shenzhen Stock Exchange, the compilation and reporting rules No. 12, the business management measures, the practice rules and other relevant provisions issued by the CSRC, On June 15, 2021, the exchange issued the legal opinion of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as the “legal opinion”) and the lawyer work report of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as the “lawyer work report”). The supplementary legal opinion of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as “supplementary legal opinion (I)”) was issued on September 30, 2021
According to the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the “feedback”) issued by the China Securities Regulatory Commission No. 211548 on August 5, 2021, The exchange issued the supplementary legal opinion of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (II) (hereinafter referred to as the “supplementary legal opinion”) on relevant legal issues that lawyers need to explain.
This supplementary legal opinion forms an integral part of the legal opinion, lawyer work report and supplementary legal opinion (I). In case of any inconsistency, this supplementary legal opinion shall prevail. The premises, assumptions and relevant interpretations of the legal opinion published in the legal opinion, lawyer work report and supplementary legal opinion (I) of the exchange continue to apply to this supplementary legal opinion.
The undertaking lawyer of the exchange agrees to take this supplementary legal opinion as the necessary legal document for the issuer to apply for the public offering and listing of shares, report it together with other application materials, and bear corresponding legal liabilities for the supplementary legal opinion issued in accordance with the law.
This supplementary legal opinion is only for the purpose of the issuer’s initial public offering and listing declaration. Without the written consent of the exchange, no one may make one-sided and incomplete quotation or use it for any other purpose. In accordance with the relevant laws and regulations such as the company law, the securities law, the measures for the administration of initial public offerings, the Listing Rules of the Shenzhen Stock Exchange, the Compilation Rules No. 12, the business management measures, the practice rules and the relevant provisions of the CSRC, as well as the facts that have occurred or exist before the date of issuance of this supplementary legal opinion, the exchange and its undertaking lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities. The supplementary legal opinions are issued as follows:
1、 Normative question 17
The issuer is requested to disclose: (1) the reasons and background of previous equity transfers and capital increases, the basis and rationality of the determination of the transfer and capital increase price, the legal procedures performed, the payment of the price, the source of shareholders’ funds and its legitimacy, whether there are entrusted shareholding, interest transfer or other interest arrangements, whether it is the true intention of shareholders, and whether there are disputes or potential disputes; (2) The investment direction of the shareholders of the private investment fund, whether there is any investment in the suppliers and customers of the issuer, and whether there is any relationship with the suppliers and customers of the issuer and their shareholders, directors and supervisors; Whether there are private equity fund shareholders who only invest in the issuer; (3) Explain whether there is a risk of being investigated for relevant legal responsibilities in violation of laws and regulations in combination with the reasons for setting up share holding agents in history; (4) Whether the existing shareholders of the issuer are qualified shareholders, whether there are kinship, association, entrusted shareholding, trust shareholding or interest transfer arrangements between the direct and indirect shareholders and the issuer and its other shareholders, actual controllers, directors, supervisors, core technicians, intermediaries and their principals and signatories, and whether there are undisclosed gambling agreements and other special agreements or arrangements, Whether there are disputes or potential disputes. The sponsor and the issuer’s lawyer shall check and express clear opinions.
reply:
1、 The reasons and background of previous equity transfers and capital increases, the basis and rationality of the determination of the transfer and capital increase price, the legal procedures performed, the payment of the price, the source of shareholders’ funds and its legitimacy, whether there are entrusted shareholding, interest transfer or other interest arrangements, whether it is the true intention of shareholders, and whether there are disputes or potential disputes
(I) in August 2007, Mingke Co., Ltd. increased its capital for the first time
On July 16, 2007, the shareholders’ meeting of Mingke Co., Ltd. passed a resolution to agree that the registered capital of the company should be increased from 1 million yuan to 5 million yuan, and the newly increased registered capital of 4 million yuan should be subscribed by Zhu Shiying and Yang Guoqiang, of which Zhu Shiying and Yang Guoqiang subscribed 2.4 million yuan and 1.6 million yuan, all in cash.
1. Background and rationality of capital increase
In order to expand production and expand the market, the original shareholder increased the capital of Mingke Co., Ltd. in the same proportion. The investor of this capital increase is the original shareholder of Mingke Co., Ltd. the capital increase price determined by all parties through negotiation is 1.00 yuan / yuan of registered capital. The capital increase price is fair.
2. The legal procedures performed, the payment of the price, the source of shareholders’ funds and their legitimacy
On July 16, 2007, the shareholders’ meeting of Mingke Co., Ltd. passed a resolution agreeing to increase the registered capital of the company from 1 million yuan to 5 million yuan
On July 18, 2007, Dongguan Junye certified public accountants Co., Ltd. issued the capital verification report (Dong Jun Hui Yan Zi (2007) No. 3014). After verification, as of July 18, 2007, the company had received a total of 4 million yuan of newly increased registered capital paid by all shareholders, all of which were invested in currency. The capital source of this capital increase is the shareholder’s own funds, and the source of funds is legal.
On August 15, 2007, Mingke Co., Ltd. handled the industrial and commercial change registration procedures for the above capital increase according to law. After the capital increase, the equity structure of Mingke Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion (%) capital source
1 Zhu Shiying 300.00 60.00 self owned funds
2. Yang Guoqiang 200.00 40.00 self owned funds
Total 500.00 100.00——
3. Whether there are entrusted shareholding, interest transfer or other interest arrangements, and whether there are disputes or potential disputes. The capital increase is the true intention of all parties to indicate that there are entrusted shareholding arrangements, specifically the shareholding of shareholder Zhu Shiying and the capital increase are held on behalf of his son Xia Lurong. The relevant entrusted shareholding has been completely lifted in August 2017. There are no interest transfer or other interest arrangements, disputes or potential disputes.
(II) in January 2013, Mingke Co., Ltd. increased its capital for the second time
On December 27, 2012, the shareholders’ meeting of Mingke Co., Ltd. passed a resolution, agreeing to increase the registered capital of the company from 5 million yuan to 30 million yuan and the paid in capital of 15 million yuan, of which Zhu Shiying subscribed 15 million yuan of new registered capital and paid in 6 million yuan of new registered capital; Yang Guoqiang subscribed 10 million yuan of newly increased registered capital and paid in 4 million yuan of newly increased registered capital. The form of capital contribution is monetary capital contribution. The unpaid part of each shareholder shall be paid up within two years after the change of registration.
1. Reasons and background of capital increase, basis and rationality of determining capital increase price
In order to expand production and market, the original shareholder of Mingke Co., Ltd. increased the capital in the same proportion. The investor of this capital increase is the original shareholder of Mingke Co., Ltd. the capital increase price determined by all parties through negotiation is 1.00 yuan / yuan of registered capital, and the capital increase price is fair.
2. The legal procedures performed, the payment of the price, the source of shareholders’ funds and their legitimacy
On December 27, 2012, the shareholders’ meeting of Mingke Co., Ltd. passed a resolution to increase the registered capital of the company from 5 million yuan to 30 million yuan.
On January 11, 2013, Dongguan Junye certified public accountants Co., Ltd. issued the capital verification report (Dongjun hyz (2013) No. 1001). After verification, as of January 8, 2013, the company had received a total of 10 million yuan of newly increased registered capital paid by all shareholders, with a cumulative paid in capital of 15 million yuan, all of which were invested in currency. The capital source of this capital increase is the shareholder’s own funds, and the source of funds is legal. On January 17, 2013, Mingke Co., Ltd. handled the industrial and commercial change registration procedures for the above capital increase in accordance with the law. After the capital increase, the equity structure of Mingke Co., Ltd. is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion (%) capital source
1 Zhu Shiying 180000 60.00 self owned funds
2. Yang Guoqiang 120000 40.00 self owned funds
Total 300000 100.00——
On May 10, 2013, Dongguan Junye certified public accountants Co., Ltd. issued the capital verification report (Dongjun hyz (2013) No. 1009). After verification, as of May 8, 2013, the company had received 15 million yuan of new registered capital paid by all shareholders. The cumulative paid in registered capital of all shareholders, together with the previous contribution, was 30 million yuan, all in currency. The capital source of this capital increase is the shareholder’s own funds, and the source of funds is legal.
3. Whether there are entrusted shareholding, interest transfer or other interest arrangements, and whether there are disputes or potential disputes. The capital increase is the true intention of all parties to indicate that there are entrusted shareholding arrangements, specifically the shareholding of shareholder Zhu Shiying and the capital increase are held on behalf of his son Xia Lurong. The relevant entrusted shareholding has been completely lifted in August 2017. There are no interest transfer or other interest arrangements, disputes or potential disputes.
(III) in August 2017, the first equity transfer of Mingke Co., Ltd
On August 17, 2017, Zhu Shiying and Xia Lurong signed the equity transfer agreement, which agreed that Zhu Shiying would transfer 60.00% of the equity of Mingke Co., Ltd. (paid in 18 million yuan) to Xia Lurong at a price of 18 million yuan. In August 2017, the shareholders’ meeting of Mingke Co., Ltd. agreed to the transfer, other shareholders gave up the preemptive right, and the enterprise type of the company was changed to Sino foreign joint venture.
1. Background and rationality of equity transfer, basis for determining equity transfer price and fairness
The above equity transfer is to restore the equity of Mingke Co., Ltd. held by Zhu Shiying on behalf of Xia Lurong. Since Xia Lurong is a New Zealand national and has lived in Hong Kong for many years, considering the inconvenience of handling industrial and commercial procedures, the 60.00% equity of Mingke Co., Ltd. held by Xia Lurong has been owned by Zhu Shi since the establishment of the company in August 2017
