Beijing Tianyuan law firm
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
IPO and listing on GEM
Lawyer work report
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing, China
Postal Code: 100032
Beijing Tianyuan law firm
About Beijing Zhongke Jiangnan Information Technology Co., Ltd
IPO and listing on GEM
Lawyer work report
Jtgz (2020) No. 569-1 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"), the firm accepts the entrustment of the issuer and serves as the special Chinese legal adviser for the issuer's initial public offering and listing on the gem, Issue the legal opinion of Beijing Tianyuan law firm on the initial public offering and listing of Beijing Zhongke Jiangnan Information Technology Co., Ltd. on the gem (hereinafter referred to as "legal opinion") jtgz (2020) No. 569 for the issuer's issuance and listing.
While giving legal opinions, the lawyers of the firm 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 of public securities companies No. 12 - legal opinions and lawyer work report on public securities issuance, and the measures for the administration of securities legal business of law firms The relevant laws and regulations such as the practicing rules for 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 legal opinions, in accordance with the business standards, moral norms and the spirit of diligence recognized by the lawyer industry, Issue jtgz (2020) No. 569-1 lawyer work report of Beijing Tianyuan law firm on the initial public offering and listing on the gem of Beijing Zhongke Jiangnan Information Technology Co., Ltd. (hereinafter referred to as "this work report").
We promise that in the process of providing legal services for the issuer's issuance, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and have fully verified the legality, compliance, authenticity and effectiveness of the issuer's behavior and the application for issuance, so as to ensure that the legal opinions and the facts identified in this work report are true, accurate and complete, and the concluding opinions issued are legal Accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities.
catalogue
Part I Introduction six
1、 Introduction to the firm and the handling lawyer six
2、 The working process of our lawyers in making legal opinions 7 part II text ten
1、 Approval and authorization of this offering and listing ten
2、 The issuer's subject qualification for this issuance and listing sixteen
3、 The substantive conditions of this offering and listing seventeen
4、 Establishment of the issuer twenty-one
5、 Independence of the issuer twenty-five
6、 Sponsors and shareholders (retroactive to actual controllers) twenty-nine
7、 The share capital of the issuer and its evolution forty-two
8、 Issuer's business sixty-three
9、 Related party transactions and horizontal competition sixty-five
10、 The principal property of the issuer seventy-eight
11、 Significant creditor's rights and debts of the issuer eighty-six
12、 Significant asset changes and mergers and acquisitions of the issuer ninety
13、 Formulation and amendment of the issuer's articles of Association ninety
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors ninety-one
15、 Directors, supervisors and senior managers of the issuer and their changes ninety-three
16、 Issuer's tax ninety-eight
17、 The issuer's environmental protection and product quality, technology and other standards one hundred
18、 Application of funds raised by the issuer one hundred
19、 The issuer's business development objectives one hundred and one
20、 Litigation, arbitration or administrative punishment one hundred and two
21、 Evaluation of the legal risk of the issuer's prospectus one hundred and two
22、 Other issues that the lawyer thinks need to be explained one hundred and two
23、 Concluding observations one hundred and two
Schedule 1: major sales contracts one hundred and five
Schedule II: major procurement contracts one hundred and seven
interpretation
The following abbreviations mentioned in this work report, unless otherwise explained in the context, have the following meanings: issuer, Zhongke Jiangnan, public 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
Refers to the actual shareholder of Guangzhou Radio Group Co., Ltd. and the actual controlling shareholder of Guangzhou Radio Group Co., Ltd
Tianjin Zhongzhi soft science refers to Tianjin Zhongzhi Soft Science Information Technology Center (limited partnership), formerly known as "Beijing Zhongzhi soft science investment management partnership (limited partnership)"
Tianjin rongshang Liyuan refers to Tianjin rongshang Liyuan enterprise management consulting center (limited partnership)
Tianjin Keding friend refers to Tianjin Keding friend information technology center (limited partnership), formerly known as "Beijing Keding friend Investment Management Center (limited partnership)"
Tianjin Ancai technology refers to Tianjin Ancai technology partnership (limited partnership)
Tianjin caihuitong refers to Tianjin caihuitong technology partnership (limited partnership)
Tianjin caixingyuan refers to Tianjin caixingyuan technology partnership (limited partnership)
Beijing rongshang Liyuan refers to Beijing rongshang Liyuan Investment Co., Ltd., which was later relocated to Tianjin and renamed "Tianjin rongshang Wuhan P&S Information Technology Co.Ltd(300184) Technology Co., Ltd." which has been cancelled
Xinjiang qunzhen refers to Xinjiang qunzhen equity investment limited partnership
Lirui Fulin refers to Nanjing Lirui Fulin equity investment fund partnership (limited partnership)
Guanxi Junhong refers to Xinjiang guanxi Junhong Equity Investment Co., Ltd
Yunnan Yuncai refers to Yunnan Yuncai Technology Co., Ltd., a holding subsidiary of the issuer
Jiangnan Zhengan refers to Beijing Zhongke Jiangnan Zhengan Information Technology Co., Ltd., a holding subsidiary of the issuer
Fushen Xietong refers to Jiangsu Fushen Xietong Technology Co., Ltd., a company in which the issuer shares
Beijing Jiangnan Zhengyi refers to Beijing Zhongke Jiangnan Zhengyi Information Technology Co., Ltd., a subsidiary of the issuer during the reporting period, which was cancelled in May 2019
Shijiazhuang Hanhai refers to Shijiazhuang Hanhai Information Technology Co., Ltd., a subsidiary of the issuer during the reporting period, which was cancelled in October 2019
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 "Beijing Zhongke Jiangnan Information Technology Co., Ltd." implemented by the issuer before listing
Articles of association of limited company and its amendments
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 prospectus of Beijing Zhongke Jiangnan reported by the Issuer on this issue and listing refers to the prospectus of Information Technology Co., Ltd. for initial public offering and listing on the gem
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
The special tax report (xksbz [2020] No. zc10502) issued by Lixin certified public accountants refers to the special audit report on the description of main tax types of Beijing Zhongke Jiangnan Information Technology Co., Ltd
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 guidance on independent directors refers to the guidance on the establishment of independent director system in listed companies, and the GEM Listing Rules refer to the GEM Listing Rules of Shenzhen Stock Exchange
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 work report, it does not include Hong Kong Special Administrative Region, 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 work report, which is caused by rounding in the calculation process.
Part I Introduction
1、 Brief introduction of the firm and the handling lawyer
The firm is a law firm legally incorporated in China and has the qualification to engage in Chinese legal business. The business scope of the exchange includes but is not limited to: M & A and property right transaction, finance, securities and futures, real estate, intellectual property, litigation and arbitration, etc. The signing lawyers who undertake the issuer's issuance and listing business are Lawyer Zhang Xiaoqing and Lawyer Liu Juan (hereinafter collectively referred to as "lawyers of the exchange"), and their main securities business practice records, experience and contact information are as follows:
(I) Lawyer Zhang Xiaoqing
Lawyer Zhang Xiaoqing, who graduated from China University of political science and law and the Graduate School of the Chinese Academy of Social Sciences, has a bachelor's degree in law and a master's degree in law. He has the qualification of a Chinese lawyer and is mainly engaged in legal services in the company's domestic and foreign stock Issuance and listing, asset restructuring, equity investment, foreign investment and so on.
Lawyer Zhang Xiaoqing's practice records in securities business include: providing legal services for Rockontrol Technology Group Co.Ltd(688051) IPO project, IPO project of Nengke Energy Saving Technology Co., Ltd., Qingdao Haier Biomedical Co.Ltd(688139) IPO project, Yusys Technologies Co.Ltd(300674) IPO project, etc. At present, Lawyer Zhang Xiaoqing holds a valid practice certificate, and there is no case that his practice certificate is revoked, nor is he prohibited from entering the securities market by the CSRC or punished by the judicial administrative organ to stop practicing.
Contact address: 10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
