Beijing Deheng Law Firm
about
Jiayuan Technology Co., Ltd
Applying for IPO and listing on GEM
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
catalogue
interpretation…… 1. Approval and authorization of this offering and listing 2. Subject qualification of this offering and listing 3. Substantive conditions for this offering and listing 4. The sponsor institution and sponsor representative of this offering and listing 8 v. concluding comments nine
interpretation
In this legal opinion, unless the context otherwise requires, the following terms have the following meanings:
The issuer and the company refer to Jiayuan Technology Co., Ltd., formerly known as “Sichuan Jiayuan Technology Co., Ltd.”
Sichuan Jiayuan Electronic Technology Co., Ltd., formerly known as “Nanchong emperor film and television Jiayuan Co., Ltd., refers to advertising decoration Co., Ltd., Nanchong Jiayuan film and television advertising decoration Co., Ltd. and Nanchong Jiayuan Electronic Appliance Co., Ltd.”
Sponsor, lead underwriter, refers to Citic Securities Company Limited(600030) Citic Securities Company Limited(600030)
Lixin club and Lixin means Lixin Certified Public Accountants (special general partnership)
Deheng, Beijing Deheng Law Firm
Lawyer Deheng refers to the signing lawyer of Beijing Deheng Law firm who handles the issuer’s IPO and listing on the gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The reply on Approving the registration of the first public offering of Jiayuan Technology Co., Ltd. refers to the reply on the registration of the second public offering issued by the CSRC (zjxk [2021] No. 3309)
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the registration of initial public offerings on the gem (for Trial Implementation)
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The audit report [2021] issued by Lixin for the issuer’s issuance and listing refers to the audit report no. za90682 (from January 1, 2018 to June 30, 2021)
The internal control assurance report issued by Lixin for the issuer’s issuance and listing refers to the internal control assurance report no. za90677 (the deadline is June 30, 2021)
The articles of association refers to the articles of association of Jiayuan Technology Co., Ltd
RMB / ten thousand yuan refers to RMB / ten thousand yuan
This issuance and listing refers to the issuer’s initial public offering of shares and listing on the gem
The reporting period and the last three years refer to 2018, 2019, 2020 and January June 2021
And phase I
Beijing Deheng Law Firm
about
Jiayuan Technology Co., Ltd
Applying for IPO and listing on GEM
Legal opinion
Deheng 06f20190321-00027
To: Jiayuan Technology Co., Ltd
In accordance with the special legal adviser contract signed with the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser for the issuer’s initial public offering of RMB common shares and listing on the gem. In accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practice rules, 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 issuance and other relevant laws and regulations, as well as the relevant provisions of the CSRC, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In order to issue this legal opinion, we have obtained the following guarantee from the issuer: the issuer has provided us with the original, true and complete written materials, duplicate materials or oral and written testimony necessary for the issuance of this legal opinion, and all facts and documents sufficient to affect the issuance of this legal opinion have been disclosed to us without any concealment Where it is false or misleading, all copies are consistent with the original, and the copies are consistent with the original. 2. It is the responsibility of the issuer to provide the exchange with all documents and oral and written testimony necessary for issuing this legal opinion according to law. The exchange expresses legal opinions according to the facts that have occurred or exist before the date of issuing this legal opinion, as well as the current laws, regulations and normative documents in China. For professional matters such as accounting, auditing and investment decision-making, the exchange only makes reference to and does not express legal opinions in this legal opinion; The reference of the undertaking lawyers of the firm to some data and conclusions in the issuer’s relevant statements, data and audit reports in this legal opinion does not mean that the lawyers of the firm make any express or implied judgment and guarantee on the authenticity, accuracy and legitimacy of these data and conclusions, And for these contents, the lawyer in charge of this office does not have the legal qualification to verify and make judgment.
3. In accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practice rules, 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 issuance and other relevant laws Laws and regulations and relevant provisions of the CSRC have strictly performed their statutory duties, issued this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and guaranteed that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements and major omissions.
4. This legal opinion is only for the purpose of the issuer’s public offering and listing, and shall not be used for any other purpose without the written consent of the exchange.
5. The exchange agrees that the issuer shall quote some or all of the contents of this legal opinion in the application materials for public offering and listing, but the above quotation by the issuer shall not cause legal ambiguity or misinterpretation.
6. The exchange agrees to take this legal opinion as the necessary legal document for the issuer’s public offering and listing application, report it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
Based on the full verification of the issuer’s behavior and the legality, compliance, authenticity and effectiveness of this application, the undertaking lawyer of the exchange, in accordance with the relevant national laws, regulations, normative documents and the relevant provisions of the CSRC and the Shenzhen Stock Exchange, issues the following legal opinions:
1、 Approval and authorization of this issuance and listing
The lawyer in charge of this office checked the following documents, including but not limited to: 1 Notices, proposals, resolutions and minutes of relevant board meetings of the issuer; 2. Meeting notices, proposals, votes, resolutions and minutes of relevant shareholders’ meetings of the issuer; 3. Announcement on the results of the 36th review meeting of the municipal Party Committee on GEM in 2021 issued by Shenzhen Stock Exchange; 4. Reply on issuance registration issued by CSRC, etc.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
(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
The issuer’s issuance and listing has been deliberated and approved by the relevant board of directors and general meeting of shareholders of the issuer. The convening and convening procedures and resolution procedures and contents of such meetings comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the formed meeting resolutions are legal and effective.
(II) according to the announcement on the results of the 36th review meeting of the municipal Party Committee on GEM in 2021 issued by the listing audit center of Shenzhen Stock Exchange on July 2, 2021, the issuer meets the issuance conditions, listing conditions and information disclosure requirements, and the issuer’s issuance and listing has been approved by Shenzhen Stock Exchange.
(III) on December 2, 2021, China Securities Regulatory Commission announced the reply on issuance registration (zjxk [2021] No. 3309) and agreed to the issuer’s registration application for this public offering.
In conclusion, the lawyer in charge of the exchange believes that the issuer’s issuance and listing has been approved and authorized by the competent authority, reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange and approved by the CSRC. The issuer shall also obtain the consent of Shenzhen Stock Exchange on stock listing and sign a listing agreement with Shenzhen Stock Exchange.
2、 Subject qualification of this offering and listing
The lawyer in charge of this office checked the following documents, including but not limited to: 1. The business license of the issuer; 2. Articles of association of the issuer; 3. Industrial and commercial registration data of the issuer; 4. Audit report of the issuer; 5. Supporting documents issued by the issuer’s competent industrial and commercial, tax and other departments; 6. Written confirmation of the issuer, etc.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
(I) the issuer is a joint stock limited company legally established and validly existing
The issuer is changed from Jiayuan Co., Ltd. established in August 1994. According to the latest business license of the issuer, the basic information of the issuer is as follows:
Company name: Jiayuan Technology Co., Ltd
Unified social credit 91510100209459605g
code
Date of establishment: August 30, 1994
Business term: August 30, 1994 to long term
Legal representative: Wang Jin
Registered capital: RMB 69.19 million
Address: 17, building 10, No. 399, west section of Fucheng Avenue, Chengdu hi tech Zone, China (Sichuan) pilot Free Trade Zone
1st floor, 1st floor, 18th floor
Business scope: software development; Technology development and technical services; Design, installation and maintenance of safety technology prevention engineering; Integrated circuit design; Communication engineering, industrial automation control engineering design and construction, building intelligence
Engineering design, construction and maintenance (those involving qualification license shall operate with relevant qualification license); Computer system integration; Data processing and storage services; Digital content services; Communication confidentiality and trust
Development and production of information security, information network and multimedia terminals and system products (limited to branches)
Operating in the Industrial Park), sales and engineering construction (involving the approval of pre-approval)
Battalion); R & D and production of electronic information technology products such as microcomputer system products and related software
Production, assembly (limited to branches operating in the Industrial Park), sales and engineering integration; Wireless communication
Information system (excluding radio transmitting equipment), image equipment, electronic equipment, electronic computer and
Peripheral equipment, consumables, electronic components, integrated circuits, communication equipment (excluding radio)
R & D and production of video transmitting equipment and satellite ground receiving equipment), board cards and special chips (limited to
Branches operate in the Industrial Park), sales, engineering construction, system integration and technical consultation
And services; Testing services (excluding the design, manufacturing, installation and nondestructive testing of civil nuclear safety equipment, and excluding the inspection and testing of special equipment). (projects subject to approval according to law shall be approved by relevant departments
Before starting business activities).
Registration authority: market supervision and Administration Bureau of Chengdu high tech Zone
(II) according to the business license and articles of association of the issuer and verified by the undertaking lawyer of the exchange, the undertaking lawyer of the exchange believes that the issuer is a joint stock limited company established and effectively existing according to law, there is no need to terminate according to 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
The lawyer in charge of this office checked the following documents, including but not limited to: 1 Business license of the issuer; 2. Articles of association of the issuer;
