Beijing Deheng Law Firm
about
Zhongjuxin Technology Co., Ltd. issued shares in the initial public offering and listed on the science and innovation board
Supplementary legal opinion (I)
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
catalogue 2 Part I lawyer's statement Reply to Part 5 of the inquiry letter submitted by the exchange seven
1、 Question 1 About the determination of the actual controller seven
2、 Ask questions 3 Related party transactions and independence seventy-eight
3、 Ask questions 5 About technology and patent research and development ninety-eight
4、 Ask questions 6 About subsidiaries one hundred and thirteen
5、 Ask questions 14 About environmental protection one hundred and twenty-six
6、 Ask questions 15 About the establishment of the company and shareholders one hundred and thirty
7、 Ask questions 16 About assets from Listed Companies one hundred and thirty-seven
8、 Ask questions 17 About raised investment projects 151 IX. question 19.3 some business entities of the issuer have not obtained the record for the production and operation of non pharmaceutical precursor chemicals
Certificate and cylinder filling permit one hundred and sixty-five
Part III supplementary legal opinions during the supplementary disclosure period one hundred and sixty-nine
1、 Approval and authorization of this offering and listing one hundred and sixty-nine
2、 The issuer's subject qualification for this issuance and listing one hundred and sixty-nine
3、 The issuer's substantive conditions for this issuance and listing one hundred and sixty-nine
4、 Establishment of the issuer one hundred and seventy-three
5、 Independence of the issuer one hundred and seventy-three
6、 Issuers and shareholders one hundred and seventy-three
7、 The share capital of the issuer and its evolution one hundred and seventy-four
8、 Issuer's business one hundred and seventy-four
9、 Related party transactions and horizontal competition of the issuer one hundred and seventy-six
10、 The principal property of the issuer one hundred and eighty-two
11、 Significant creditor's rights and debts of the issuer one hundred and eighty-six
12、 Major asset changes and mergers and acquisitions of the issuer one hundred and eighty-seven
13、 Formulation and amendment of the articles of Association one hundred and eighty-seven
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors one hundred and eighty-eight
15、 Directors, supervisors, senior managers, core technicians and their changes of the issuer one hundred and eighty-eight
16、 Tax and financial subsidies of the issuer one hundred and eighty-nine
17、 The issuer's environmental protection and product quality, technology and other standards one hundred and ninety-one
18、 Application of funds raised by the issuer one hundred and ninety-one
19、 The issuer's business development objectives one hundred and ninety-one
20、 Litigation, arbitration or administrative punishment one hundred and ninety-two
21、 Evaluation of the legal risk of the issuer's prospectus one hundred and ninety-two
22、 Other matters that the lawyer thinks need to be explained one hundred and ninety-three
23、 The overall concluding observations of this offering and listing one hundred and ninety-three
Beijing Deheng Law Firm
about
Zhongjuxin Technology Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Supplementary legal opinion (I)
Deheng 02f2021066100007 to: zhongjuxin Technology Co., Ltd
According to the legal service agreement signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for its initial public offering and listing on the science and innovation board.
On December 26, 2021, the exchange issued Deheng 02f2021066100002, the lawyer work report of Beijing Deheng Law Firm on the initial public offering of shares and listing on the science and Innovation Board of zhongjuxin Technology Co., Ltd. (hereinafter referred to as the lawyer work report) and Deheng 02f2021066100001 Legal opinion of Beijing Deheng Law Firm on the initial public offering of shares and listing on the science and Innovation Board of zhongjuxin Technology Co., Ltd. (hereinafter referred to as the legal opinion). According to the requirements of "SSE KSS [2022] No. 51" examination and inquiry letter on the application documents for initial public offering and listing on the science and Innovation Board of zhongjuxin Technology Co., Ltd. (hereinafter referred to as "inquiry letter") approved and issued by Shanghai Stock Exchange on January 25, 2022, The lawyer in charge of the office replied to the relevant legal issues involved in the inquiry letter in part II "reply to the inquiry letter of Shanghai Stock Exchange" of the supplementary legal opinion (I) of Beijing Deheng Law Firm on the initial public offering and listing of zhongjuxin Technology Co., Ltd. on the science and Innovation Board (hereinafter referred to as "supplementary legal opinion (I)".
Tianjian club has issued the audit report (TJs [2022] No. 1238) (hereinafter referred to as the audit report) and the assurance report on the internal control of zhongjuxin Technology Co., Ltd. (TJs [2022] No. 1239) on the update of the issuer's report period (from January 1, 2019 to December 31, 2021) Tianjianshen [2022] No. 1240 assurance report on the difference between the declared financial statements and the original financial statements of zhongjuxin Technology Co., Ltd., tianjianshen [2022] No. 1241 assurance report on the non recurring profits and losses of zhongjuxin Technology Co., Ltd. in recent three years, tianjianshen [2022] No. 1242 assurance report on the tax payment of main taxes of zhongjuxin Technology Co., Ltd. in recent three years, etc, In part III "supplementary legal opinions during the supplementary disclosure period" of this supplementary legal opinion (I), the undertaking lawyer of the office made a statement on the period from July 1, 2021 to the date of issuance of this supplementary legal opinion (I) (hereinafter referred to as the "supplementary disclosure period", in which the relevant financial data are as of December 31, 2021, and the "reporting period" in this supplementary legal opinion (I) refers to "2019, 2020 and 2021" ）The issuer has conducted supplementary verification and verification on the changes of matters related to this issuance and listing, and issued supplementary legal opinions.
Part I lawyer's statement
With regard to this supplementary legal opinion (I), the undertaking lawyer of this office makes the following statement:
1、 In accordance with the provisions of the securities law, the measures for the administration of securities legal business, the rules for the practice of securities legal business and other provisions and the facts that have occurred or exist before the issuance date of this supplementary legal opinion (I), the firm and its undertaking lawyers 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 supplementary legal opinion (I) are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2、 The issuer guarantees that it has provided the undertaking lawyer of the exchange with the true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this supplementary legal opinion (I), without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent and consistent with the original or the original respectively.
3、 This supplementary legal opinion (I) is a supplement to the legal opinion and the lawyer's work report and forms an integral part of the legal opinion and the lawyer's work report. Except for the modifications or supplements made on Relevant Issues in this supplementary legal opinion (I), the contents of the legal opinion and the lawyer's work report are still valid.
4、 Unless the context otherwise requires, the premises, assumptions, commitments, statements and interpretations in the legal opinion and lawyer work report are applicable to this supplementary legal opinion (I).
5、 This supplementary legal opinion (I) is only for the purpose of the issuer's current issuance and listing, and shall not be used for any other purpose without the written consent of the undertaking lawyer of the exchange.
6、 The firm holds the law firm practice license issued by the Beijing Municipal Bureau of justice, with the license number of 31110 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 48m, and its domicile is 12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing. The person in charge is Wang Li.
7、 This supplementary legal opinion (I) is jointly signed by lawyer Shen Hongshan, lawyer Li Xiaoxin and lawyer Li Zhenhui. The contact address of the above-mentioned undertaking lawyer is 23 / F, Shanghai Magnolia Plaza, 501 dongdaming Road, Hongkou District, Shanghai, Tel.: 02155989888, fax: 021559898.
In accordance with relevant laws and regulations and on the basis of full verification, the lawyer in charge of the office issued this supplementary legal opinion (I) as follows:
Part II reply to inquiry letter of Shanghai Stock Exchange
1、 Question 1 Identification of actual controller
According to the application materials: (1) the issuer has no controlling shareholder or actual controller Zhejiang Juhua Co.Ltd(600160) and industrial investment fund are the largest shareholders, holding 351999% of the shares of the issuer respectively, and there is no concerted action relationship; (2) Chen Gang is a director nominated by Quzhou Hengxin, an employee stock holding platform. Before the establishment of the issuer, he has been working in Juhua Group and its controlled companies. The sources of capital contribution of Quzhou Hengxin partners include borrowing from banks and third parties. Some senior executives and all core technicians of the company worked in Zhejiang Juhua Co.Ltd(600160) and its subsidiaries before the establishment of the issuer; (3) Zhejiang Juhua Co.Ltd(600160) has a gambling agreement with other shareholders, which stipulates that Zhejiang Juhua Co.Ltd(600160) has the right to recommend managers and financial principals, as well as agreements on repurchase right, joint sale right and other agreements that may lead to changes in the company's control. When establishing Borui electronics and Borui commerce and trade, it agreed on the terms of dominance: "when the shareholding proportion of Juhua Group is no longer the first in the company or the chairman and general manager of zhongjuxin are no longer recommended by Juhua Group... Central nitrate has the right to exercise the selling option"; (4) Zhejiang Juhua Co.Ltd(600160) is mainly engaged in fluorine chemical related business, which is similar to the company's business. The issuer does not belong to the holding subsidiary of Zhejiang Juhua Co.Ltd(600160) , so the relevant provisions on spin off and listing are not applicable; (5) Zhejiang Juhua Co.Ltd(600160) or industrial investment fund does not rule out increasing the shareholding ratio through the secondary market, agreement transfer, subscription of additional shares issued by the issuer, etc., 12 months after the issuer's listing, resulting in changes in the corporate governance structure, which may have an adverse impact on the stability of operation and performance.
The issuer is requested to explain: (1) the operation of the three meetings of the company since its establishment, the decision-making mechanism and process of major issues, the proposals of the shareholders' meeting and the board of directors, including the main contents of the proposal, the proposer, participants and voting, the participation and specific methods of major shareholders in business decision-making, whether there is a settlement mechanism for differences of opinions among shareholders, and there is no impact of the actual controller on the stability of the company's production and operation, Whether there may be "company deadlock" and countermeasures; (2) Whether the share capital of the partners of the ESOP platform comes from Zhejiang Juhua Co.Ltd(600160) and its related parties, whether Zhejiang Juhua Co.Ltd(600160) directly or indirectly controls Quzhou Hengxin and actually nominates Chen Gang as the director of the company, and whether Zhejiang Juhua Co.Ltd(600160) can substantially control the board of directors. The specific responsibilities of the company's senior executives and core technicians, the names of the heads of each core department and their resumes before employment, whether they have served in Zhejiang Juhua Co.Ltd(600160) and its related parties, and whether Zhejiang Juhua Co.Ltd(600160) controls the company's management and has a significant impact on daily business decisions; (3) Zhejiang Juhua Co.Ltd(600160) the reason and rationality of signing the gambling agreement, whether the current non execution of the gambling agreement leads to the change of the company's control, and whether it constitutes a material obstacle to this issuance. The background and reasons for agreeing the terms of control with the joint venture party, and whether Juhua Group actually undertakes the responsibility of the actual controller and carries out business in the name of the actual controller; (4) List the main business of Juhua Group and its controlled enterprises, whether the relevant products and services are the same or similar to those of the issuer, and whether there is a situation of evading the regulatory requirements of horizontal competition by determining that there is no actual controller. Whether the issue is essentially a spin off listing, whether there is a situation of evading the rules for the spin off of listed companies (Trial), and analyze whether the issuer meets the conditions and requirements for spin off listing item by item; (5) Zhejiang Juhua Co.Ltd(600160) and the specific plan of the industrial investment fund for the shareholding and control of the company in the future, whether there are other arrangements, and how to ensure the stability of the company's control structure, corporate governance and production and operation.
The sponsor and the issuer's lawyers are requested to: (1) verify the above matters, and fully demonstrate whether Zhejiang Juhua Co.Ltd(600160) is the actual controller of the company in combination with the above situation and the specific provisions of the articles of association and the agreement, and give clear opinions on whether Zhejiang Juhua Co.Ltd(600160) is the actual controller of the company in accordance with the principle of substance over form; (2) In combination with question 10 of the stock issuance and listing examination and answer (II) of the exchange, explain whether the issuer's liquidation of the gambling agreement meets the requirements.
The recommendation institution and the reporting accountant are requested to analyze and determine whether Zhejiang Juhua Co.Ltd(600160) does not control the issuer's compliance with the relevant requirements of the accounting standards for business enterprises, and express clear opinions.
reply:
The lawyer in charge of the office has performed the following inspection procedures, including but not limited to: 1 Consult the meeting documents of the three sessions of the issuer since its establishment and the resolution documents of the general manager's office meeting; 2. Consult the articles of association, organization chart, register of shareholders and various internal governance system documents of the issuer since its establishment; 3. Consult the questionnaire of the issuer's shareholders and interview the issuer's shareholders and enterprise management; 4. Interview the partners of the issuer's ESOP platform and check their capital contribution certificates; 5. Consult the meeting documents of Quzhou Hengxin partners; 6. Consult the questionnaire of the company's senior executives and core technicians and the questionnaire of the person in charge of the core department; 7. Check the nomination of directors and supervisors and the appointment of senior managers of the issuer during the reporting period; Review of the progress report of JMC Investment Co., Ltd
