Beijing Deheng Law Firm
About JieChuang Intelligent Technology Co., Ltd
Legal opinions on initial public offering and listing on the gem of Shenzhen Stock Exchange
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
interpretation...... 2 I. approval and authorization of this issuance and listing 5 II. Subject qualification of this issuance and listing 6 III. substantive conditions for this offering and listing 6 IV. The sponsor institution and sponsor representative of this offering and listing 8 v. concluding comments eight
interpretation
In this legal opinion, unless otherwise specified in the text, the following terms have the following meanings: issuer, company and Jie
Refers to JieChuang Intelligent Technology Co., Ltd
Creative intelligence
JieChuang Co., Ltd. refers to Guangzhou JieChuang Information Technology Co., Ltd., which is the predecessor of the issuer
Sponsor, guotaijun
Refers to Guotai Junan Securities Co.Ltd(601211)
security
Zhongshen Zhonghuan refers to Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
Deheng or Beijing Deheng Law Firm
Beijing Deheng Law Firm handled the issuer's public offering
And the signing lawyer for listing on the gem
CSRC refers to the China Securities Regulatory Commission
The Company Law refers to the company law of the people's Republic of China (revised in 2018), which was amended and implemented on October 26, 2018
The Securities Law refers to the securities law of the people's Republic of China (revised in 2019), which shall come into force on March 1, 2020
Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), which refers to
Effective as of June 12, 2020
Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
(Revised), effective as of December 31, 2020
"Articles of association" means the articles of association of the issuer in force for the time being as the context requires
Audit report refers to the audit report of JieChuang Intelligent Technology Co., Ltd. issued by Zhong Shen Zhong Huan (2022) No. 0600001
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Deheng Law Firm
About JieChuang Intelligent Technology Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
Deheng No. 06f2016060 China Union Holdings Ltd(000036) to: JieChuang Intelligent Technology Co., Ltd
Beijing Deheng Law Firm (hereinafter referred to as "the firm"), as the special legal adviser of JieChuang Intelligent Technology Co., Ltd. (hereinafter referred to as "the issuer" or "JieChuang intelligent") for the initial public offering of shares and listing on the gem (hereinafter referred to as "the issuance and listing"), in accordance with the company law, the securities law, the measures for the administration of registration, the stock listing rules and other relevant laws This legal opinion is issued for this issuance and listing in accordance with the relevant regulations of the CSRC and the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyer specially declares as follows:
1. In accordance with the provisions of relevant laws, regulations and normative documents such as the securities law, the company law, the measures for the administration of registration and the rules for the listing of shares, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and have been responsible for the issuer's behavior and the legality, compliance, authenticity and Effective and sufficient verification has been carried out to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
2. The issuer has promised that it has provided the lawyers of the exchange with authentic and effective original written materials, copy materials or oral testimony necessary for the issuance of this legal opinion. The signature and / or seal on the relevant materials are true and effective. The relevant copy materials or copies are consistent with the original materials or originals, and there are no false contents and major omissions.
3. This legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. Our lawyers do not express opinions on professional matters related to asset evaluation, accounting and audit, investment decision-making and relevant overseas legal opinions. The descriptions of capital verification and other contents in this legal opinion are quoted from the documents issued by relevant intermediaries, It does not represent the judgment of our lawyers on the authenticity and accuracy of such contents or make any express or implied guarantee. This legal opinion is issued by the supporting documents issued by the door or other relevant units and natural persons, as well as the written reports and professional opinions issued by other intermediaries related to this issuance.
5. The exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for this issuance and listing, report it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
6. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose or purpose without the written consent of the exchange.
In accordance with relevant laws and regulations and on the basis of full verification, our lawyers issued the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) the board of directors and the general meeting of shareholders of the issuer have made a resolution to approve the issuance and listing in accordance with the prescribed procedures
On October 9, 2020, the issuer held the 16th meeting of the second board of directors, which deliberated and adopted the proposal on the company's application for initial public offering and listing on the gem, the proposal on Authorizing the board of directors to handle matters related to the company's application for initial public offering of RMB common shares and listing on the gem and other proposals related to this offering and listing, And decided to submit these proposals to the fourth extraordinary general meeting of shareholders of the issuer in 2020 for deliberation.
On October 26, 2020, the issuer held the fourth extraordinary general meeting of shareholders in 2020 as scheduled. The meeting deliberated and adopted the proposal on the company's application for initial public offering and listing on the gem, the proposal on Authorizing the board of directors to handle matters related to the company's application for initial public offering of RMB common shares and listing on the gem and other proposals related to this offering and listing.
After verification, our lawyers believe that the convening, convening, voting and relevant resolutions of the above-mentioned meeting are legal and effective in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of registration and the articles of association. The issuer has obtained the approval of the general meeting of shareholders of the issuer for this issuance and listing, and the procedures and scope of authorization authorized by the general meeting of shareholders of the issuer to authorize the board of directors to handle the specific matters of this issuance and listing are legal and effective.
(II) registration and approval of China Securities Regulatory Commission
On March 15, 2022, the CSRC issued the reply on Approving the registration of the initial public offering of shares of JieChuang Intelligent Technology Co., Ltd. (zjxk [2022] No. 538), agreeing to the registration application of the issuer for the initial public offering of shares. The issuance of new shares shall be carried out in strict accordance with the prospectus and issuance and underwriting plan submitted to Shenzhen Stock Exchange. The reply shall be valid for 12 months from the date of consent to registration.
(III) Shenzhen Stock Exchange agrees to the listing of shares
According to the results of the 40th review meeting of the GEM Listing Committee in 2021 announced by Shenzhen Stock Exchange on July 16, 2021, the issuer's issuance and listing has been approved by Shenzhen Stock Exchange.
According to the notice on the listing of RMB common shares of JieChuang Intelligent Technology Co., Ltd. on the gem (SZS [2022] No. 373) approved and issued by Shenzhen Stock Exchange on April 18, 2022, JieChuang intelligent shares are approved
It has been listed and traded on the gem of Shenzhen Stock Exchange since April 20, 2022. The securities are referred to as "JieChuang intelligence" for short and the securities code is "301248".
(IV) according to Article 1.3 of the stock listing rules, the issuer has yet to sign a listing agreement with Shenzhen Stock Exchange.
Our lawyers believe that the issuer has obtained all necessary authorization and approval for this issuance and listing, except that it has yet to sign a listing agreement with Shenzhen Stock Exchange.
2、 Subject qualification of this issuance and listing
(I) the issuer is a joint stock limited company established by JieChuang Co., Ltd. on March 30, 2015 with the audited book net assets of 3170336290 yuan converted into 3118 shares. The issuer now holds the business license (Unified Social Credit Code: 91440101683276435r) issued by Guangzhou market supervision administration.
(II) as of the date of issuance of this legal opinion, the issuer has not had any circumstances that should terminate its business as stipulated in laws, regulations and other normative documents or the articles of association.
After verification, the lawyers of the exchange believe that the issuer is a joint stock limited company established and legally existing according to law and has continued to operate for more than 3 years, and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
(I) as stated in "I. approval and authorization of this issuance and listing (II) and (III)" of this legal opinion, Shenzhen Stock Exchange and CSRC have agreed to the issuer's issuance, which is in line with Article 47 of the securities law, Article 5 of the registration administration measures and item (I) of paragraph 1 of article 2.1.1 of the stock listing rules; (II) according to the articles of association and the issuance plan, the total number of shares of the issuer before the issuance is 76.85 million. According to the capital verification report (Zhong Huan Yan Zi (2022) No. 0600002) issued by Zhong Shen Zhong Huan on April 18, 2022, the total share capital of the issuer after the issuance is 102.47 million yuan, and the total share capital after the issuance is not less than 30 million yuan, Comply with the provisions of Article 47 of the securities law and paragraph 1 (II) of article 2.1.1 of the stock listing rules;
(III) the issuer issued 25.62 million shares in this public offering. After the completion of this offering, the total number of shares of the issuer is 102.47 million, and the total share capital is 102.47 million yuan. The shares of the issuer in this public offering account for more than 25% of the total number of shares of the company, which is in line with the provisions of Article 47 of the securities law and item (III) of paragraph 1 of article 2.1.1 of the stock listing rules;
(IV) according to the audit report, the issuer's net profits attributable to the shareholders of the parent company in 2018, 2019, 2020 and January June 2021 (calculated based on the lower one before and after deducting non recurring profits and losses) were 427288 million yuan, 580046 million yuan, 1040346 million yuan and 212571 million yuan respectively. Therefore, the net profit of the issuer in the last two years has been positive, and the accumulated net profit is not less than 50 million yuan, which is in line with the provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of article 2.1.2 of the stock listing rules.
(V) the issuer and its directors, supervisors and senior managers have issued relevant commitments to ensure that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and in line with article 2.1.7 of the stock listing rules.
(VI) all shareholders of the issuer before this offering have made corresponding commitments on the locking and restricted transfer of the issuer's shares held by them, in line with Article 141 of the company law, article 2.3.1 of the stock listing rules and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange.
(VII) after verification by the lawyers of the exchange, the controlling shareholder and actual controller of the issuer have promised not to transfer or entrust others to manage the shares directly or indirectly held by themselves that have been issued before the IPO of the issuer within 36 months from the date of the IPO and listing of the issuer, nor require the issuer to repurchase the aforesaid shares, which is in line with the provisions of article 2.3.4 of the stock listing rules.
(VIII) the directors, supervisors and senior managers of the issuer have signed the declaration and commitment of directors (supervisors and senior managers) in the presence of the handling lawyer of the exchange and reported to Shenzhen stock exchange for filing, which is in line with the provisions of article 4.2.1 of the stock listing rules.
(IX) according to the relevant commitments issued by the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers, etc., the commitments and binding measures issued by the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other relevant responsible subjects are the true intention of the commitment party, and the above responsible subjects are complete
