Beijing Zhonglun law firm
On the IPO of Hubei Zhongyi Technology Co., Ltd. listed on the gem of Shenzhen Stock Exchange
Legal opinion
April, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Wuhan, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco, Almaty
Beijing Shanghai Shenzhen Guangzhou Chengdu Wuhan Chongqing Qingdao Hangzhou Nanjing HaiKou Hong Kong Tokyo London New York Los Angeles San Francisco Almaty
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Beijing Zhonglun law firm
About the initial public offering of Hubei Zhongyi Technology Co., Ltd
Listed on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion
To: Hubei Zhongyi Technology Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm") is entrusted by law to act as the special legal adviser of Hubei Zhongyi Technology Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "Zhongyi technology") for the initial public offering of shares in China and listing on the gem (hereinafter referred to as "the issuance and listing"), providing legal services and legal opinions for the issuer's issuance and listing.
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the initial public offerings on the gem") and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Listing Rules on the gem") No. 12 rules for the preparation and reporting of information disclosure of public securities companies - legal opinions and lawyers' work report on public securities issuance, measures for the administration of law firms engaging in securities legal business In accordance with the provisions of relevant laws, regulations and normative documents such as the rules for the practice of securities legal business of law firms (for Trial Implementation) and the guidelines for the application of regulatory rules - Law No. 2: Rules for the practice of legal business of law firms engaged in initial public offering and listing, our lawyers have made reasonable and Necessary and possible verification and verification, and issue this legal opinion on this basis.
In order to issue this legal opinion, we hereby make the following statement:
(I) the exchange and its handling lawyers shall, in accordance with the provisions of the securities law, the company law, the measures for the IPO of the gem, the Listing Rules of the gem, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the guidelines for the application of regulatory rules - Law No. 2: detailed rules for the practice of law firms engaging in the legal business of IPO and listing, As well as the facts that have occurred or existed before the date of issuance of this legal opinion, they 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, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities according to law.
(II) this legal opinion is issued in accordance with the laws, regulations and normative documents in force in China or in force at the time of the occurrence or existence of the issuer's acts and relevant facts, and based on the lawyers' understanding of such laws, regulations and normative documents and the understanding of relevant facts.
(III) our lawyers only express legal opinions on the domestic legal matters related to this issuance and listing (subject to and limited to this legal opinion). Our lawyers have fulfilled the obligation of special attention of securities legal professionals on the domestic legal matters in the process of inspection. The firm and its handling lawyers are not qualified to express professional opinions on non legal matters such as finance, accounting, capital verification, audit and asset evaluation. When the contents of finance, accounting, capital verification, audit and asset evaluation are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer. Our lawyers have fulfilled the general duty of care of ordinary people for non legal matters such as finance, accounting and asset evaluation. For those who rely on the basic work or professional opinions of recommendation institutions and other securities service institutions in the process of making and issuing this legal opinion, our lawyers have maintained professional suspicion, performed necessary investigation and review, and formed reasonable trust.
(IV) the exchange and the handling lawyer have obtained the following assurance from the issuer in the process of verification and verification: the issuer has provided the exchange and the handling lawyer with the original written materials, copies or oral testimony that the exchange considers necessary for issuing legal opinions, the signatures and seals on relevant documents are authentic, and the relevant copies or copies are consistent with the original materials or originals; The documents and materials provided by the issuer are true, accurate, complete and effective without any concealment, falsehood or major omission.
(V) for the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions as the basis for issuing this legal opinion.
(VI) the exchange agrees to take this legal opinion as the necessary legal document for this issuance and listing, report it together with other materials, and bear corresponding legal liabilities according to law.
(VII) 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 lawyers of the exchange.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers now issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) the issuer has obtained the effective approval of the fourth meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2020 in accordance with legal procedures.
(II) on March 1, 2022, the CSRC issued the reply on Approving the registration of initial public offering of shares of Hubei Zhongyi Technology Co., Ltd. (zjxk [2022] No. 428) to the issuer, agreeing to the issuer's application for registration of initial public offering of shares.
(III) on April 19, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Hubei Zhongyi Technology Co., Ltd. on the gem (SZS [2022] No. 377) to the issuer, agreeing to the listing of RMB common shares issued by the Issuer on the gem.
To sum up, our lawyers believe that the issuer has fulfilled the internal approval procedures for this issuance and listing, has agreed to register with the CSRC, and has obtained the consent of Shenzhen stock exchange for this issuance and listing.
2、 The issuer's subject qualification for this issuance and listing
(I) the issuer is a joint stock limited company established by the overall change of Hubei Zhongyi Technology Co., Ltd. according to law. As of the date of issuance of this legal opinion, the issuer has been in continuous operation for more than three years.
(II) as of the date of issuance of this legal opinion, the issuer has effectively existed according to law, and there are no circumstances that should be terminated as stipulated in relevant laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
(I) according to the reply on Approving the registration of the initial public offering of Hubei Zhongyi science and Technology Co., Ltd. (zjxk [2022] No. 428) issued by the CSRC, the issuer's offering and listing this time meets the issuance conditions specified in relevant laws and regulations, has been approved by the CSRC for registration, and complies with the provisions of paragraph 1 of Article 9 of the securities law and paragraph 1 (I) of article 2.1.1 of the GEM Listing Rules.
(II) according to the capital verification report of Ernst & Young Huaming (2022) Yan Zi No. 61378651c01 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), after the completion of this offering, the total share capital of the issuer is 67347175 yuan, not less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(III) the issuer issued 16837000 new shares this time. After the completion of this issuance, the total number of shares of the issuer was 67347175, and the shares publicly issued by the issuer reached 25% of the total number of shares after issuance, which was in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(IV) according to Ernst & Young Huaming (2022) SZ No. 61378651c01 audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), the issuer's net profits in 2020 and 2021 (whichever is lower before and after deducting non recurring profits and losses) are 1202875 million yuan and 37513133 million yuan respectively, which are positive, and the cumulative net profit is not less than 50 million yuan, Comply with the provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph 1 of article 2.1.2 of the GEM Listing Rules.
(V) the issuer and its directors, supervisors and senior managers have issued relevant commitments to ensure that the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
In conclusion, our lawyers believe that the issuer meets the substantive listing conditions stipulated in the securities law and the GEM Listing Rules.
4、 The sponsor institution and sponsor representative of this offering and listing
(I) the issuer has hired China International Finance Securities Co., Ltd. (hereinafter referred to as " China International Capital Corporation Limited(601995) ") as the sponsor of this offering and listing. China International Capital Corporation Limited(601995) has the qualification of recommendation business and the membership of Shenzhen Stock Exchange, which is in line with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the GEM Listing Rules. (II) China International Capital Corporation Limited(601995) has appointed two recommendation representatives to be specifically responsible for the recommendation of the issuer for this issuance and listing, which is in line with Article 3.1.3 of the GEM Listing Rules.
5、 Commitments and binding measures issued by the issuer and relevant responsible subjects
The issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other responsible subjects made public commitments on matters related to the issuance and listing in the prospectus and other application documents, and issued binding measures in case of failure to fulfill the commitments. After verification, such measures are legal and effective.
6、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion:
(I) the issuer has gone through the internal approval procedures for this issuance and listing, has been approved to register by the CSRC, and this issuance and listing has been approved by the Shenzhen Stock Exchange;
(II) the issuer has the subject qualification for this issuance and listing;
(III) the issuer meets the substantive listing conditions stipulated in the securities law and the GEM Listing Rules; (IV) the issuer has hired a recommendation institution with recommendation qualification and membership of Shenzhen Stock Exchange, and the recommendation institution shall designate two recommendation representatives to be specifically responsible for the recommendation work;
(V) the public commitments made by the issuer and relevant responsible subjects on matters related to this issuance and listing and the binding measures in case of failure to fulfill the commitments are legal and effective.
(the following is the signature page of this legal opinion, without text)
(this page is the signature page of Beijing Zhonglun law firm's legal opinion on the listing of the initial public offering shares of Hubei Zhongyi Technology Co., Ltd. on the gem of Shenzhen Stock Exchange, without text)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, Chen Yiwen
Handling lawyer:
Liu Jia
Handling lawyer:
Li Yanhua
specific date
