Notice of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd
Legal opinion
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
interpretation…… 3 text 9 I. approval and authorization of this issuance and listing 9 II. Subject qualification of this issuance and listing 10 III. substantive conditions for this offering and listing 11 IV. establishment of the issuer 17 v. independence of the issuer 17 VI. sponsors, shareholders and actual controllers 19 VII. Share capital and evolution of the issuer VIII. Business of the issuer 21 IX. related party transactions and horizontal competition 22 X. main property of the issuer 29 Xi. Major creditor’s rights and debts of the issuer 30 XII. Major asset changes and mergers and acquisitions of the issuer 30 XIII. Formulation and amendment of the articles of association of the issuer 14. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 31 XV. Directors, supervisors and senior managers of the issuer and their changes 32 XVI. Tax of the issuer 33 XVII. Environmental protection, product quality, technology and other standards of the issuer 34 XVIII. Application of funds raised by the issuer 36 XIX. Business development objectives of the issuer 36 20. Litigation, arbitration and administrative punishment 36 21. Evaluation of the legal risk of the issuer’s prospectus 37. Other issues that the lawyer thinks need to be explained 38 XXIII. Concluding comments on this offering and listing thirty-eight
interpretation
Unless the context otherwise requires, the following words in this legal opinion have the following meanings: the issuer, Mingke Jingji and Mingke Jingji Holding Co., Ltd
Mingke Co., Ltd. refers to Dongguan Mingke Jingji Hardware Products Co., Ltd., which was the name before Mingke Jingji was restructured into a joint stock limited company
This issuance and listing refers to the initial public offering of RMB common shares (A shares) by Mingke Jingji and its listing and trading on the main board of Shenzhen Stock Exchange
Sponsor and lead underwriter refer to Chinalin Securities Co.Ltd(002945) Chinalin Securities Co.Ltd(002945)
Beijing Deheng Law Firm
Tianzhi international refers to Tianzhi International Certified Public Accountants (special general partnership)
The prospectus refers to the prospectus for the initial public offering of shares of Mingke Jingji Holding Co., Ltd. (application draft) prepared by the issuer for this offering and listing
Lawyer work report refers to the lawyer work report of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd
Legal opinion refers to the legal opinion of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd
The audit report of Mingke Jingji Holding Co., Ltd. issued by Tianzhi international on June 8, 2021 refers to the audit report of the joint stock Co., Ltd. (Tian Zhi Ye Zi [2021] No. 25235)
The internal control assurance report of Mingke Jingji holdings issued by Tianzhi international on June 8, 2021 refers to the internal control assurance report of the Co., Ltd. (Tian Zhi Ye Zi [2021] No. 252351)
The tax review report of Mingke Jingji holdings issued by Tianzhi international on June 8, 2021 refers to the tax review report of major taxes of the joint stock Co., Ltd. (Tian Zhi Ye Zi [2021] No. 252353)
The reporting period and the last three years refer to 2018, 2019 and 2020
Yifuhe refers to Shenzhen yifuhe Investment Co., Ltd
Dongguan Shengrong refers to Shengrong (Dongguan) management consulting partnership (limited partnership)
Dongguan Juqi refers to Juqi (Dongguan) management consulting partnership (limited partnership)
Dongguan Zhongkun refers to Zhongkun (Dongguan) management consulting partnership (limited partnership)
Nanfang industrial fund refers to Chongqing Nanfang industrial equity investment fund partnership (limited partnership)
Sanzheng finance refers to Dongguan Sanzheng Financial Investment Co., Ltd
Dongguan Kechuang refers to Dongguan Kechuang Capital Venture Capital Co., Ltd
Chongqing xinjiancheng refers to Chongqing xinjiancheng enterprise management consulting partnership (limited partnership)
Shanghai Shengan refers to Shengan plastic hardware (Shanghai) Co., Ltd
Suzhou Sheng’an refers to Sheng’an (Suzhou) Auto Parts Co., Ltd
Dalian Maosheng refers to Maosheng auto parts (Dalian) Co., Ltd
Shanghai qishuo refers to Shanghai qishuo precision mould Co., Ltd
Wuhan Mingke refers to Wuhan Mingke Jingji Auto Parts Co., Ltd
Xiangyang Mingke refers to Xiangyang Mingke Auto Parts Co., Ltd
Chongqing Mingke refers to Chongqing Mingke Jingyi Auto Parts Co., Ltd
Guangzhou Zengtian refers to Guangzhou Zengtian Shengan Auto Parts Manufacturing Co., Ltd
Dongguan Zhusheng refers to Dongguan Zhusheng precision metal Technology Co., Ltd
Qingyuan Mingke refers to Qingyuan Mingke Jingji Auto Parts Co., Ltd
Mingke Jingji (Hong Kong) refers to Mingke Jingji (Hong Kong) Co., Ltd
Mingke enterprise (Hong Kong) refers to Mingke Enterprise Co., Ltd
Maosheng industry (Hong Kong) refers to Maosheng Industry Co., Ltd
Sheng’an Seiko (Hong Kong) means Sheng’an Seiko (Hong Kong) Limited
Takeda Sheng’an (Hong Kong) refers to Takeda Sheng’an Co., Ltd
Grangis Shengan refers to Shanghai grangis Shengan Aluminum Co., Ltd
Zhejiang Sheng’an refers to Zhejiang Sheng’an Precision Technology Co., Ltd
Takeda Shengan (Thailand) refers to Takeda Shengan (Thailand) Co., Ltd
Takeda industries (Hong Kong) means Takeda industries (Hong Kong) Limited
Liguang Co., Ltd. (Hong Kong) means Liguang Co., Ltd
Dongguan Zhutian refers to Dongguan Zhutian metal products Co., Ltd
Shenghong industry (Hong Kong) refers to Shenghong Industry Co., Ltd
Yihong Technology (Hong Kong) refers to Yihong Technology Co., Ltd
The articles of association refers to the articles of association of Mingke Precision Technology Holding Co., Ltd. approved by the founding meeting of the company and the first extraordinary general meeting of shareholders in 2020 and amended from time to time
The articles of Association (Draft) refers to the articles of Association (Draft) of Mingke Jingji Holding Co., Ltd. applicable after the issuance and listing
The rules of procedure of the general meeting of shareholders refer to the rules of procedure of the general meeting of shareholders of Mingke Jingji Holding Co., Ltd., the rules of procedure of the board of directors refer to the rules of procedure of the board of directors of Mingke Jingji Holding Co., Ltd., and the rules of procedure of the board of supervisors refer to the rules of procedure of the board of supervisors of Mingke Jingji Holding Co., Ltd
Company law means the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (amended in 2019)
The measures for the administration of initial public offering refers to the measures for the administration of initial public offering and listing (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2020)
No. 12 of the preparation and reporting rules refers to No. 12 of the preparation and reporting rules for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
The business management measures refer to the management measures for law firms engaging in securities legal business
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
The “Hong Kong legal opinion” on Mingke Jingji (Hong Kong) Co., Ltd. issued by Yingshi law firm of Hong Kong refers to the Hong Kong legal opinions of Mingke Jingji (Hong Kong) Co., Ltd., Maosheng Industry Co., Ltd., Sheng’an Precision Industry (Hong Kong) Co., Ltd., Takeda Shengan Co., Ltd. and Mingke Enterprise Co., Ltd
See book
Thailand legal opinion refers to the legal opinion issued by Blumenthal Richter & sumet Ltd
China means the people’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Dongguan Supervision Bureau refers to Dongguan market supervision and Administration Bureau (Intellectual Property Office), the former Dongguan Administration for Industry and commerce
Yuan means RMB yuan
Beijing Deheng Law Firm
About Mingke Jingji Holding Co., Ltd
Initial public offering and listing
Legal opinion
Deheng 06f201703540002 to: Mingke Jingji Holding Co., Ltd
In accordance with the special legal counsel contract signed with the issuer, the exchange acted as the special legal counsel for the issuer’s initial public offering of RMB common shares and listing, provided legal services for the issuance and listing, and issued a lawyer’s work report and legal opinions on the issuance and listing.
The exchange issues this legal opinion in accordance with the securities law, the company law and other relevant laws and regulations, the measures for the administration of initial public offering, the listing rules, the Compilation Rules No. 12, the business management measures, the practice rules and other relevant provisions issued by the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In accordance with the provisions of the securities law, the business management measures and the practice rules and the facts that have occurred or exist before the issuance of this legal opinion, the firm and its undertaking lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities. If the exchange fails to perform its statutory duties diligently in accordance with the requirements of applicable laws and regulations, normative documents and industry standards, resulting in false records, misleading statements or major omissions in the documents prepared and issued by the exchange for the issuer’s issuance, causing losses to investors, the exchange will compensate investors for the losses according to law, unless there is evidence to prove that the exchange is not at fault. In order to issue this legal opinion, the exchange has obtained the following guarantee from the issuer: all written and oral materials provided by the issuer directly or designated a third party to the exchange, the form and content of such materials are true, accurate and complete, without any false, omission or concealment, the signatures and seals on relevant materials are true and valid, and the copies are consistent with the original; The issuer has made true, accurate and complete disclosure to the bourse on the matters involved in this issuance, and has also made true, accurate and complete disclosure to the bourse on other matters that may affect the performance of the due diligence obligations of the bourse.
The lawyer of this firm has reasonably checked and judged all the documents, materials and testimony of the issuer related to the issuance of this legal opinion, and issued this legal opinion accordingly; For the facts that are important to this legal opinion and cannot be supported by independent evidence, or based on the important facts that our specialty cannot make verification and judgment, we rely on the supporting documents or special documents issued by relevant government departments, issuers or other relevant institutions
