Beijing Tianyuan law firm
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
IPO and listing on GEM
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
IPO and listing on GEM
Legal opinion
Jtgz (2020) No. 569 to: Beijing Zhongke Jiangnan Information Technology Co., Ltd
According to the entrustment agreement signed between Beijing Tianyuan law firm (hereinafter referred to as “the firm”) and Beijing Zhongke Jiangnan Information Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”), entrusted by the issuer, the firm acts as the special Chinese legal adviser for the issuer’s initial public offering and listing on the gem, and issues legal opinions for the issuer’s listing.
The exchange and its handling lawyers shall, in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the rules for the preparation and reporting of information disclosure by public securities companies No. 12 – legal opinions and lawyers’ work report on public securities development, and the measures for the administration of securities legal business by law firms This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry in accordance with the relevant laws and regulations such as the rules for the practice of securities legal business of law firms (for Trial Implementation), the relevant provisions of the China Securities Regulatory Commission and the facts that have occurred or exist before the date of issuance of this legal opinion.
catalogue
interpretation…… 3 text 7 I. approval and authorization of this issuance and listing 7 II. The issuer’s subject qualification for this issuance and listing 8 III. substantive conditions for this offering and listing 9 IV. establishment of the issuer V. independence of the issuer 13 VI. sponsors and shareholders (traced back to the actual controller) 17 VII. The share capital of the issuer and its evolution 17 VIII. Business of the issuer 19 IX. related party transactions and horizontal competition 19 X. main property of the issuer 20 Xi. Major creditor’s rights and debts of the issuer 21 XII. Major asset changes and mergers and acquisitions of the issuer 22 XIII. Formulation and amendment of the articles of association of the issuer 23 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 23 XV. Directors, supervisors and senior managers of the issuer and their changes 23 XVI. Tax of the issuer 24 XVII. Environmental protection, product quality, technology and other standards of the issuer 24 XVIII. Application of funds raised by the issuer 24 XIX. The issuer’s business development objectives 25 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of the legal risk of the issuer’s prospectus 25. Other issues that the lawyer thinks need to be explained 25. Concluding comments twenty-six
interpretation
The following abbreviations mentioned in this legal opinion, unless otherwise explained according to the context, have the following meanings: the issuer, Zhongke Jiangnan, the company refers to Beijing Zhongke Jiangnan Information Technology Co., Ltd
Zhongke Jiangnan Co., Ltd. refers to Beijing Zhongke Jiangnan Software Co., Ltd., which is the predecessor of the issuer
Actual controller, indirect controlling shareholder of the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government, Guangzhou Wuzhi Guangzhou Radio Group Co., Ltd
Controlling shareholder, Grg Banking Equipment Co.Ltd(002152) refers to Grg Banking Equipment Co.Ltd(002152)
Huatai United refers to Huatai United Securities Co., Ltd
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
This issuance and this public offering refers to the issuer’s initial public offering of shares and listing on the gem
The articles of association refers to the articles of association of Beijing Zhongke Jiangnan Information Technology Co., Ltd. and its amendments implemented by the issuer before listing
The articles of Association (Draft) of Beijing Zhongke Jiangnan Information Technology Co., Ltd. to be implemented after the proposed issuance and listing is deliberated and approved by the general meeting of shareholders of the issuer
The lawyer’s work report issued by the exchange on the issuer’s issuance and listing, namely Beijing Tiangu Zi (2020) No. 569-1 lawyer’s work report of Beijing Tianyuan law firm on Beijing Zhongke Jiangnan Information Technology Co., Ltd.’s IPO and listing on the gem
The guide to the prospectus of Beijing zhongkejiang Information Technology Co., Ltd. for the IPO and listing on the gem reported by the issuer
Audit report of Beijing Zhongke Jiangnan Information Technology Co., Ltd. from June 30, 2017 to 2020 (xksbz [2020] No. zc1055 audit report) issued by Lixin Certified Public Accountants
Internal control assurance report of Beijing Zhongke Jiangnan Information Technology Co., Ltd. issued by Lixin Certified Public Accountants
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The gem Registration Measures refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
The provisions on spin off and listing refer to the provisions on the pilot domestic listing of subsidiaries of listed companies
The “guidelines for articles of association” refers to the “guidelines for articles of association of listed companies”
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules
The reporting period refers to 2017, 2018, 2019 and January June 2020
China and territory refer to the people’s Republic of China. For the purpose of this legal opinion, it does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
A share refers to RMB common shares listed in China
IPO refers to the initial public offering and listing of shares
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Beijing Tianyuan law firm
Yuan means RMB yuan (only for currency quantifiers)
Note: there may be a discrepancy between the sum of individual data and the total in some tables in this legal opinion, which is caused by rounding in the calculation process.
Statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The exchange and its handling lawyers shall, in accordance with the securities law, the company law, the measures for the registration of the gem, the Listing Rules of the gem, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities, and the measures for the administration of securities legal business of law firms In accordance with the provisions of the securities legal business practice rules of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, they have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records Misleading statements or major omissions, and bear corresponding legal liabilities.
2. In order to issue this legal opinion, the exchange has prepared and implemented the inspection plan in accordance with the relevant provisions of the measures for the administration of law firms engaging in securities business and the rules for the practice of securities legal business of law firms (for Trial Implementation), personally collected evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that the exchange deems necessary. On the basis that the issuer guarantees to provide the original written materials, copies, photocopies, confirmation letters or certificates required by the exchange to issue this legal opinion, that the documents and materials provided to the exchange are true, accurate, complete and effective, without concealed records, false statements and major omissions, and that the documents and materials are copies or photocopies, which are consistent and consistent with the original The methods including but not limited to interview, written review, field investigation, inquiry, correspondence, calculation and review were fully used to verify and confirm the relevant facts.
3. When issuing this legal opinion, our lawyers have fulfilled the obligation of special attention of legal professionals for business matters related to law and ordinary attention for other business matters. The general duty of care has been fulfilled when quoting some data and conclusions related to audit report, asset evaluation report, capital verification report and capital verification review report in this legal opinion and lawyer work report, but such quoting is not deemed as any express or implied guarantee of the authenticity and accuracy of these data and conclusions.
4. The lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions and other public institutions, and serve as the basis for issuing legal opinions for other business matters after performing the general duty of care; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
5. Our lawyers have classified and sorted out the work records and materials obtained in the verification and verification, and formed clear working papers in accordance with the requirements of the CSRC.
6. This legal opinion has been discussed and reviewed by the core group of the exchange, and relevant records have been made and retained as working papers.
7. The bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus by itself or in accordance with the examination requirements of the CSRC, but when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation, and the relevant contents of the prospectus shall be reviewed and confirmed by the lawyer of the bourse.
8. The exchange agrees to take this legal opinion as the necessary legal document for the issuer’s issuance and listing, report it together with other materials, and bear corresponding legal liabilities according to law. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used by anyone for any other purpose.
Text
1、 Approval and authorization of this issuance and listing
1. The shareholders’ meeting of the issuer has made a resolution to approve the issuance and listing in accordance with the prescribed procedures
On September 27, 2020, the issuer held the 14th meeting of the second board of directors, deliberated and adopted the proposal on applying for initial public offering and listing on the gem, the proposal on investment projects raised by initial public offering and their feasibility, and the proposal on Authorizing the board of directors to handle specific matters of initial public offering and listing on the gem, which were submitted to the general meeting of shareholders for deliberation, And decided to convene the second extraordinary general meeting of shareholders in 2020 on October 14, 2020 to consider issues including the above proposals. On October 14, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on applying for initial public offering and listing on the gem, the proposal on the investment projects raised by initial public offering and their feasibility, the proposal on Authorizing the board of directors to handle the specific matters of initial public offering and listing on the gem and other proposals related to this offering and listing.
2. The shareholders’ meeting has made a resolution to split the issuer according to law
On March 23, 2020, Grg Banking Equipment Co.Ltd(002152) held the 25th (Interim) meeting of the 5th board of directors, deliberated and adopted the proposal on the compliance with relevant laws and regulations of spin off of subsidiaries to GEM Listing and the proposal on spin off
