Beijing Deheng Law Firm
about
The initial public offering and listing of Mingke Jingji Holding Co., Ltd
Supplementary legal opinion (III)
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 10003
Beijing Deheng Law Firm
about
Mingke Jingji Holding Co., Ltd
Initial public offering and listing
Supplementary legal opinion (III)
Deheng 01f20170762- 00009 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 29, 2021. On October 23, 2021, Beijing Deheng Law firm issued the supplementary legal opinion (II) on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”).
In accordance with the requirements of the letter on making good preparations for the meeting of the issuance and Examination Committee of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as the “notification letter”), the exchange issued the supplementary legal opinion (III) of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (hereinafter referred to as the “supplementary legal opinion”) on the relevant legal issues that lawyers need to explain.
This supplementary legal opinion constitutes an integral part of the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II). 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, supplementary legal opinion (I) and supplementary legal opinion (II) 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 company law, the securities law, the measures for the administration of initial public offerings, the Listing Rules of the Shanghai Stock Exchange, the Compilation Rules No. 12, the business management measures, the practice rules and other relevant laws and regulations, as well as the relevant provisions of the CSRC and 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:
catalogue
1、 Question 1 of the notification letter 4. Question 2 of the notification letter 18 III. question 3 of the notification letter 42. Question 4 of the notification letter 56 v. question 5 of the notification letter 68 VI. question 6 of the notification letter 79 VII. Question 7 of the notification letter 83 I. question 1 of the notification letter
About undocumented land and houses. According to the application materials, the issuer’s land at No. 180, Tianxin Road, Tangxia Town, Dongguan City totals 4017200 square meters, accounting for 14.98% of the issuer’s land area in use; The total construction area of the plant and office building transferred and built by the Issuer on the plot is 3541900 square meters, accounting for 23.16% of the area of the house in use by the issuer. However, as the plot is collective land, and the nature of the land is cultural and entertainment land and social parking lot land, the land certificate and real estate certificate cannot be handled. The issuer has two entities, Mingke Jingji and Dongguan Zhusheng, located at No. 180, Tianxin Road, Tangxia Town, Dongguan City. The total operating revenue of the two entities accounted for 29.47%, 33.48%, 35.76% and 32.47% of the issuer’s consolidated operating revenue during the reporting period. The land problem of the issuer at No. 180, Tianxin Road, Tangxia town is a universal historical legacy problem in the process of local development. Dongguan has issued relevant policies such as the implementation plan for the re handling of real estate property rights procedures for illegal buildings in Dongguan with historical legacy industries and public supporting facilities. If the issuer meets the relevant conditions, it can be re handled in accordance with the relevant policies. In addition, the production house leased by Guangzhou Zengtian, a subsidiary of the issuer, did not apply for a house property certificate.
The issuer is requested to: (1) explain and disclose the profits and proportion of the above plants without property rights certificates; (2) Explain and disclose the planned land use of No. 180 Tianxin Road, Tangxia town before July 2011; (3) In combination with the time of the introduction of relevant policies such as the implementation plan for the replacement of real estate property rights procedures for illegal buildings in historical legacy industries and public supporting industries in Dongguan, explain the reasons and rationality of the long-term failure to apply for the real estate property rights certificate for land No. 180, Tianxin Road, Tangxia Town, and whether it meets the relevant substantive conditions for the replacement; (4) Explain and disclose the specific procedures for the reissue of the land property right certificate at No. 180 Tianxin Road, Tangxia Town, whether there is a specific plan and timetable, the latest progress of the reissue, the current links, and whether there are substantive obstacles such as the inability to change the land use; Whether the residents committee of Tianxin community, Tangxia Town, Dongguan City is the qualified subject to approve Mingke Jingji to apply for the certificate of state-owned land use right; (5) Whether the confirmation of Tangxia Town People’s Government of Dongguan City as a competent authority issued that “the location of Mingke fine technology and the real estate will not be included in the demolition plan in the next five years” is accurate; Whether the “confirmation that the issuer will not be affected by the demolition in the short term” is specific and clear, whether the basis is sufficient and whether the conclusion is rigorous; (6) Whether the planned use of the state-owned construction land (with a land area of 3034325 square meters and currently under construction) purchased by the issuer in Qingyuan on November 28, 2020 can undertake the relevant businesses and assets of Dongguan entities in time; If the Dongguan subject is relocated to the plot, whether the relocation expenses, production and operation impact of the Dongguan subject and the impact on the original planned use of Qingyuan plot have a significant adverse impact on production and operation, and whether the relevant disclosure is sufficient and complete; (7) In combination with the above, analyze whether the defects of relevant land and real estate meet the requirements of asset integrity, whether they have a significant adverse impact on the issuer’s continuous operation, and whether they constitute a material obstacle to this issuance.
The sponsor and the issuer’s lawyer shall explain the verification process and basis, and express clear verification opinions.
reply:
1、 Explain and disclose the profit and proportion of the above plant without property right certificate
(I) unlicensed land and real estate in Tangxia
The issuer has two entities, Mingke Jingji and Dongguan Zhusheng, located at No. 180, Tianxin Road, Tangxia Town, Dongguan City. The income and profits generated by the two entities during the reporting period are as follows:
1. Operating income
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Mingke Jingji (Dongguan main body) 686576138122012076391722101
Dongguan Zhusheng 54487612360591285280180117
The issuer as a whole 3792684731983274459796454283
Accounting for 32.47%, 35.76%, 33.48% and 29.47%
2. Net profit
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Mingke Jingji (Dongguan main body) 740.11193692 160.74 -176.50
Dongguan Zhusheng 879.04235827186557 277.93
The issuer as a whole (consolidated statement) 4695961066892892975476555
Accounting for 34.48%, 40.26%, 22.69% and 2.13%
Note: the profit of Mingke Jingji (Dongguan main body) has excluded the amount of dividends paid by its subsidiaries
(II) defective real estate leased by Guangzhou Zengtian
The income and profits generated by Guangzhou Zengtian on the leased defective houses are as follows:
1. Operating income
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Guangzhou Zengtian 414026998390906500704298
The issuer as a whole 3792684731983274459796454283
Accounting for 10.92%, 13.64%, 12.17% and 10.91%
2. Net profit
Unit: 10000 yuan
Project from January to June 2021, 2020, 2019 and 2018
Guangzhou Zengtian 165.29 927.46102261 902.97
The issuer as a whole 4695961066892892975476555
Accounting for 3.52%, 8.69%, 11.45% and 18.95%
2、 Explain and disclose the planned land use of No. 180 Tianxin Road, Tangxia town before July 2011
On April 1, 2010, Mingke Co., Ltd. and Dongguan Chengyi Industry Co., Ltd. (hereinafter referred to as “Chengyi industry”) The land use right and aboveground buildings transfer contract signed by the Tianxin joint stock Economic Association of Tangxia Town, Dongguan City (hereinafter referred to as “Tianxin Economic Association”) states that “Chengyi industry transfers 4017200 m2 of industrial land and aboveground buildings at No. 180, Tianxin Road, Tianxin community, Tangxia Town, which it uses with compensation according to the land use right transfer contract signed with Tianxin Economic Association on April 10, 2006 to Mingke Co., Ltd.” That is, Chengyi industry transferred the above land use right and aboveground buildings from Tianxin Economic Association in 2006. The issuer
