Beijing Deheng Law Firm
about
The initial public offering and listing of Mingke Jingji Holding Co., Ltd
Supplementary legal opinion (I)
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
catalogue
1、 Approval and authorization of this offering and listing 4 II. Subject qualification of this issuance and listing 4 III. substantive conditions for this offering and listing 4. Establishment of the issuer 9 v. independence of the issuer 9 VI. sponsors, shareholders and actual controllers 10 VII. Share capital and evolution of the issuer VIII. Business of the issuer 15 IX. related party transactions and horizontal competition 16 X. main property of the issuer XXII. Major creditor’s rights and debts of the issuer 26 XII. Major asset changes, mergers and acquisitions of the issuer 28 XIII. Formulation and amendment of the articles of association of the issuer 28 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 29 XV. Directors, supervisors, senior managers and core technicians of the issuer and their changes 29 XVI. Tax and financial subsidies of the issuer 29 XVII. Environmental protection, product quality and technical standards of the issuer 31 XVIII. Application of funds raised by the issuer 32 XIX. Business development objectives of the issuer 32 XX. Litigation, arbitration or administrative punishment 32 21. Evaluation of the legal risk of the issuer’s prospectus 34. Other issues that the lawyer thinks need to be explained 34. Concluding comments on this offering and listing thirty-four
Beijing Deheng Law Firm
about
Mingke Jingji Holding Co., Ltd
Initial public offering and listing
Supplementary legal opinion (I)
Deheng 01f201703540005 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 regulations 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”).
Whereas, Tianzhi international has audited the financial status of the issuer in 2018, 2019, 2020 and from January to June 2021, and issued the audit report of Mingke Jingji Holding Co., Ltd. (tianzhiye Zi [2021] No. 39519, hereinafter referred to as the “audit report”) Internal control assurance report of Mingke Jingji Holding Co., Ltd. (Tian shiye Zi [2021] No. 395191, hereinafter referred to as “internal control assurance report”), audit report on main tax types and tax payment of Mingke Jingji Co., Ltd. (Tian shiye Zi [2021] No. 395193, hereinafter referred to as “tax payment audit report”), etc. On the basis of further verification of the relevant conditions of the issuer’s issuance and listing, our lawyers issued the supplementary legal opinion of Beijing Deheng Law Firm on the initial public offering and listing of Mingke Jingji Holding Co., Ltd. (I) (hereinafter referred to as the “supplementary legal opinion”).
This supplementary legal opinion forms an integral part of the legal opinion and the lawyer’s work report. The premises, assumptions and relevant interpretations of the legal opinion published in the legal opinion and the lawyer’s work report of the exchange continue to apply to this supplementary legal opinion.
The 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、 Approval and authorization of this issuance and listing
After verification by our lawyers, as of the date of issuance of this supplementary legal opinion, the resolution of the general meeting of shareholders of this issuance and the authorization of the general meeting of shareholders to the board of directors to handle the specific matters of this issuance and listing are still within the validity period. The issuer’s current offering has yet to be approved by the CSRC. After the completion of this offering, the issuer’s shares are listed and traded on the Shenzhen Stock Exchange, which has yet to obtain the examination and approval of the Shenzhen Stock Exchange.
2、 Subject qualification of this issuance and listing
After verification by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer is a joint stock limited company established and validly existing according to law, there is no need to terminate in accordance with laws, regulations, normative documents and the articles of association, and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
(I) the issuer meets the conditions stipulated in Article 126 of the company law
After verification by the lawyers of the exchange, the shares to be issued by the issuer this time are ordinary shares with a par value of 1.00 yuan per share. The issuance conditions and price of each share are the same, and each share has the same rights. Any unit or individual who subscribes for each share shall pay the same price, which is in line with the provisions of Article 126 of the company law.
(II) the issuer’s current issuance and listing meets the conditions for public issuance and listing of new shares as stipulated in the securities law
1. as stated in “XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer” in the legal opinion, the issuer has established and improved the general meeting of shareholders, the board of directors and the board of supervisors according to law; Elected directors, independent directors, supervisors and employee representative supervisors; The general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers have been appointed; A special committee of the board of directors has been established, which has a sound and well functioning organization, and the relevant institutions and personnel can perform their duties according to law, which is in line with the provisions of paragraph 1 (I) of Article 12 of the securities law.
2. According to the audit report, the issuer’s net profits attributable to the common shareholders of the parent company in 2018, 2019, 2020 and January June 2021 were 444951 million yuan, 857183 million yuan, 1034431 million yuan and 463811 million yuan respectively, and the non recurring profits and losses attributable to the shareholders of the parent company were -202855 million yuan, – 5.319 million yuan, 5.3733 million yuan and 1.1042 million yuan respectively, After deducting non recurring profits and losses, the net profits attributable to the common shareholders of the parent company are 647806 million yuan, 910373 million yuan, 980698 million yuan and 45.277 million yuan respectively. The issuer has made continuous profits in the last three years, has the ability of sustainable operation and is in good financial condition, which is in line with the provisions of paragraph 1 (II) of Article 12 of the securities law.
3. The issuer’s financial accounting report for the last three years has not been issued with an unqualified audit report, which complies with the provisions of item (III) of paragraph 1 of Article 12 of the securities law.
4. According to the statements of the issuer, its controlling shareholders and actual controllers and the verification of the lawyers of the exchange, the issuer, its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy in the last three years, which is in line with the provisions of item (IV) of paragraph 1 of Article 12 of the securities law.
5. The issuer has hired Chinalin Securities Co.Ltd(002945) as the sponsor of this issuance and listing, which complies with the provisions of paragraph 1 of Article 10 of the securities law.
(III) the issuer’s current issuance and listing meets the conditions specified in the measures for the administration of initial public offering
1. Issuer’s subject qualification
As stated in “II. The issuer’s subject qualification for this issuance and listing” in this supplementary legal opinion, the issuer has the subject qualification for this issuance and listing, which meets the provisions of Articles 8 to 13 of the measures for the administration of initial public offering. 2. Standardized operation of the issuer
(1) As stated in “XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer” in the legal opinion, the issuer has a perfect corporate governance structure and has established and improved the systems of the general meeting of shareholders, the board of directors, the board of supervisors, independent directors, the Secretary of the board of directors, the strategic development committee, the audit committee, the nomination committee and the remuneration and assessment committee according to law, Relevant institutions and personnel can perform their duties according to law and comply with the provisions of Article 14 of the measures for the administration of initial public offering.
(2) The guidance institutions and other intermediary institutions of the issuer for this issuance and listing have conducted guidance and training for the directors, supervisors and senior managers of the issuer before the issuance and listing. The directors, supervisors and senior managers of the issuer have understood the laws and regulations related to the issuance and listing of shares and the legal obligations and responsibilities of the listed company and its directors, supervisors and senior managers, Comply with the provisions of Article 15 of the initial management measures.
(3) Upon verification by the lawyers of the exchange, the directors, supervisors and senior managers of the issuer meet the qualifications prescribed by laws, administrative regulations and rules, and there are no following circumstances, which are in line with the provisions of Article 16 of the measures for the administration of initial public offering:
① Being prohibited from entering the securities market by the CSRC and still in the prohibition period;
② Administrative punishment by the CSRC within the last 36 months, or public condemnation by the stock exchange within the last 12 months;
③ The case has been filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion.
(4) According to the internal control audit report and verified by our lawyers, as of the date of issuance of this supplementary legal opinion, the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the reliability of financial reports, the legitimacy of production and operation, as well as the efficiency and effect of operation, and comply with the provisions of Article 17 of the measures for the administration of initial public offering. (5) According to the instructions of the issuer, the supporting documents of relevant government departments and the verification of lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer does not have the following circumstances specified in Article 18 of the measures for the administration of initial public offering:
① Having publicly or publicly issued securities in a disguised form without the approval of the statutory authority within the last 36 months; Or although the relevant illegal act occurred 36 months ago, it is still in a continuous state;
② Violation of industry and commerce, taxation, land, environmental protection, customs and other laws and administrative regulations within the last 36 months, and the circumstances are serious;
③ Application for issuance has been submitted to the CSRC within the last 36 months, but there are false records, misleading statements or major omissions in the submitted issuance application documents; Or failing to meet the conditions for issuance and defrauding the issuance approval by deception; Or interfere with the examination work of the CSRC and its issuance examination committee by improper means; Or forging or altering the signatures and seals of the issuer or its directors, supervisors and senior managers;
④ There are false records, misleading statements or major omissions in the issuance application documents submitted this time;
⑤ The suspected crime has been filed for investigation by the judicial organ, and there is no clear conclusion;
⑥ Other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests.
(6) According to the audit report and the instructions of the issuer, and verified by the lawyers of the exchange, the approval authority and review procedures of external guarantee have been clearly defined in the articles of association and the articles of Association (Draft). As of the date of issuance of this supplementary legal opinion, the issuer has not provided illegal guarantee for the controlling shareholder, actual controller and other enterprises under its control, which is in line with the provisions of Article 19 of the measures for the administration of initial public offering.
(7) According to the internal control audit report, the audit report and the issuer’s explanation, the issuer has formulated and implemented a strict fund management system. As of the date of issuance of this supplementary legal opinion, there is no case that the funds are occupied by the controlling shareholders, actual controllers and other enterprises under their control by borrowing, compensating debts, making advances or other means, which is in line with the provisions of Article 20 of the measures for the administration of initial public offering.
3. Finance and accounting of the issuer
(1) According to the audit report and the issuer’s explanation, as of the date of issuance of this supplementary legal opinion, the issuer has good asset quality, reasonable asset liability structure, strong profitability and normal cash flow, which is in line with Article 21 of the measures for the administration of initial public offering.
(2) According to the internal control audit report and the issuer’s explanation, as of the date of issuance of this supplementary legal opinion, the issuer’s internal control is effective in all major aspects. Tianzhi international has issued an unqualified internal control audit report, which is in line with Article 22 of the measures for the administration of initial public offering
