Legal opinion on issuing A-Shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021
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Guangdong Xinda law firm
About Guangdong Jiayuan Technology Co.Ltd(688388)
Legal opinion on issuing A-Shares to specific objects in 2021
Xinda re Ke Yi Zi [2022] No. 001 to: Guangdong Jiayuan Technology Co.Ltd(688388)
Guangdong Xinda law firm (hereinafter referred to as “the firm”) is a qualified legal service institution legally established and effectively existing in the people’s Republic of China. Entrusted by Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as “the issuer”), the firm appoints lawyer Zhao ya, lawyer Peng Wenwen, lawyer Maggie Lawyer Li Zizhu (hereinafter referred to as “Xinda lawyer”) as the special legal adviser of the issuer’s application for the issuance of A-Shares by the listed company on the science and innovation board to specific objects (hereinafter referred to as “this issuance”), provided legal services for the issuer’s this issuance and issued this legal opinion and lawyer work report (Xinda zaikgongzi [2022] No. 001).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “refinancing measures of the science and Innovation Board”) Relevant provisions of relevant laws, regulations and normative documents such as 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, the measures for the administration of securities legal business of law firms, and the rules for the practice of securities legal business of law firms (for Trial Implementation), For the facts about the legal qualifications and conditions of this issuance that have occurred or existed before the issuance date of this legal opinion, we have strictly performed our statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts recognized in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
The issuer has issued written documents to the exchange to confirm that the originals of all documents provided by it are true; All copies are consistent with their originals; The signatures and seals on all originals or copies are true and valid; Moreover, all relevant natural persons have full civil capacity; The oral presentations made by relevant staff of the issuer are true.
For the fact that it is very important to issue the legal opinion and cannot be supported by independent evidence, the exchange relies on the documents, certificates and statements issued by relevant government departments, the issuer, the issuer’s shareholders or other relevant institutions to issue the legal opinion.
Xinda lawyer has verified and verified the authenticity, accuracy and completeness of the documents and materials on which this legal opinion and lawyer work report are based according to law. During verification and verification, Xinda lawyer shall perform the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
Unless otherwise specified, the definitions of the words involved in this legal opinion are consistent with those contained in the lawyer work report issued by the exchange for this issuance.
In order to issue this legal opinion, we hereby make the following statement:
1. This legal opinion is issued only based on the laws and regulations issued by the competent authorities of the state on or before its issuance date and the facts known to us. The exchange does not express any opinions on the promulgation, amendment, repeal or change of facts of laws and regulations that may occur after the issuance date.
2. This legal opinion only states opinions on legal issues and does not comment on non legal professional matters such as accounting, audit, asset evaluation and internal control. When accounting, audit, asset evaluation and internal control are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries and the relevant reports of the issuer. In addition to performing the duty of care stipulated by laws and regulations, Xinda lawyer does not make any express or implied guarantee for the authenticity and accuracy of these contents, nor does he make any business judgment or express other opinions. For the above non legal business matters, the exchange relies on the opinions of qualified professional institutions to make judgments on such professional issues.
3. This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this legal opinion as the necessary legal document for the issuer’s issuance, report it together with other application materials, and bear the responsibility for the legal opinion issued according to law.
4. In accordance with the requirements of 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 issued by China Securities Regulatory Commission, the exchange independently expresses legal opinions on the legitimacy of the issuer’s issuance and legal issues that have a significant impact on the issuance. 5. This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. Based on the above statement, this legal opinion is issued as follows:
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1、 Approval and authorization of this offering
According to the provisions of the company law, the securities law, the refinancing measures of the science and innovation board, the rules of the general meeting of shareholders of listed companies and the articles of association, Xinda lawyer believes that the issuer’s convening and convening procedures of the board of directors and the general meeting of shareholders, the qualifications of participants and voting procedures are in line with the provisions of the company law and the articles of association, The issuer has made a resolution to approve the issuance in accordance with established procedures, and the content of the resolution is legal and effective; The issuer’s issuance plan for this issuance complies with the provisions of laws, regulations, rules and normative documents; The fifth extraordinary general meeting of shareholders of the issuer in 2021 authorizes the board of directors to handle matters related to the issuance, and the scope of authorization and procedures are legal and effective; This issuance of the issuer shall be subject to the examination and approval of the issuance and listing of the Shanghai Stock Exchange and reported to the CSRC for registration.
2、 The issuer’s subject qualification for this offering
From the date of establishment to the date of issuance of this legal opinion, the issuer is a joint stock limited company validly existing according to law, and there is no need to terminate in accordance with laws, regulations and the articles of association.
The issuer is a joint stock limited company established according to law and listed on the science and innovation board. As of the date of issuance of this legal opinion, the issuer has no suspension or termination of listing stipulated by laws, regulations and the Listing Rules of Shanghai Stock Exchange.
Xinda lawyer believes that the issuer is a joint stock limited company established according to law and listed on the science and innovation board; In accordance with relevant laws, regulations, rules, normative documents and the articles of association, the issuer exists effectively in accordance with the law, and there are no circumstances leading to its termination, so it has the subject qualification of this issuance.
3、 Substantive conditions of this offering
(I) type of this issuance
The issuer’s offering is a listed company that issues A-Shares to specific objects in a non-public manner. (II) substantive conditions of this offering
After verification, Xinda lawyer believes that as of the date of issuance of this legal opinion, the issuer’s issuance meets the substantive conditions for listed companies to issue A-shares to specific objects as stipulated in the company law, the securities law, the measures for refinancing on the science and innovation board and other laws, regulations, rules and normative documents.
1. According to the issuance plan, the issuer’s statement and commitment and announcement information, the issuance conditions and price of each share in this issuance are the same, and the issuance price is not lower than the par value of the shares. The issuer’s general meeting of shareholders has made resolutions on the type, amount, issuance price, start and end date of issuance, issuance object, etc, Comply with the provisions of articles 126, 127 and 133 of the company law. 2. According to the statement and commitment of the issuer and the verification of Xinda’s lawyer, the issuer does not use advertising, public persuasion or public offering in disguised form, which is in line with the provisions of paragraph 3 of Article 9 of the securities law.
3. according to the issuer’s statement and undertaking, the relevant government competent authorities’ certificates and notice information, the statements and commitments issued by the controlling shareholders and actual controllers of the issuer, the letter of commitment, the questionnaire provided by the directors, supervisors and senior management of the Issuer on the issuance of the application documents, and the proof of the no criminal record issued by the public security organ at the place where the registered residence is located. The verification report on the use of the previously raised funds, the internal control audit report, the audit report, the annual report, the semi annual report of 2021, the third quarter report of 2021, and the special report on the occupation of Guangdong Jiayuan Technology Co.Ltd(688388) non operating funds and other related capital transactions issued by Lixin on March 25, 2021, As of September 30, 2021, The issuer is not allowed to issue shares to specific objects as stipulated in Article 11 of the measures for refinancing on the science and Innovation Board: (1) arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(2) The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in material aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinion has been issued for the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated;
(3) The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
(4) The listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(5) The controlling shareholders and actual controllers have committed major illegal acts seriously damaging the interests of the listed company or the legitimate rights and interests of investors in the past three years;
(6) In the last three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
4. According to the issuance plan, Guangdong Jiayuan Technology Co.Ltd(688388) explanation on the investment of the raised funds in the field of scientific and technological innovation, Citic Securities Company Limited(600030) special opinions on the investment of the raised funds in the field of scientific and technological innovation, the issuer’s statements and commitments and relevant materials provided, which have been verified by Xinda lawyers, The total amount of funds raised in this offering shall not exceed 490 million yuan (including this amount), of which 400 million yuan is used to supplement the working capital, accounting for no more than 30% of the total amount of funds raised, which is in line with the provisions of Q & A on securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange; The use of the funds raised in this offering complies with the following provisions of Article 12 of the measures for refinancing of the science and innovation board. For details, see “XIX. Application of funds raised by the issuer” in the lawyer’s work report:
(1) Should invest in business in the field of scientific and technological innovation;
(2) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; (3) After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
5. According to the issuance plan and the verification of Xinda’s lawyer, the object of this issuance complies with the relevant provisions of Article 55 of the refinancing measures for science and innovation board.
6. According to the issuance plan and the verification of Xinda’s lawyer, the pricing base date, pricing principle, issuance price, issuance method and subscription method of this issuance comply with the provisions of Article 56, paragraph 1 of Article 57 and Article 58 of the refinancing measures of science and innovation board.
7. According to the issuance plan and the verification of Xinda’s lawyer, the sales restriction period of Jiayuan investment and other issuance objects of this issuance complies with the provisions of Article 59 of the refinancing measures for science and innovation board.
8. According to the statements and commitments of the issuer and verified by Xinda’s lawyer, the issuer and its controlling shareholders, actual controllers and major shareholders do not make a commitment to the minimum guarantee income or disguised minimum guarantee income to the issuing object, nor do they provide financial assistance or other compensation to the issuing object directly or through stakeholders, It complies with Article 66 of the refinancing measures of the science and innovation board.
9. As of the disclosure date of this issuance plan, Jiayuan investment holds 27.04% of the shares of the company and is the controlling shareholder of the company. Mr. Liao Pingyuan directly holds 90% of the equity of Jiayuan investment and is the actual controller of the issuer. According to the plan for this issuance, the total amount of funds raised by this issuance of shares to specific objects shall not exceed 490000 million yuan. The number of shares issued shall be calculated by dividing the total amount of funds raised by this issuance to specific objects by the issue price determined by the final bidding, and the number of shares issued shall not exceed 70257493. Among them, the total investment subscription amount of Jiayuan, the controlling shareholder of the company, is not less than 500 million yuan and not more than 135 million yuan. According to the upper limit of the number of shares issued to specific objects, it is expected that after the issuance, Jiayuan investment will still be the controlling shareholder of the company and Mr. Liao Pingyuan will still be the actual controller of the company. This issuance will not lead to changes in the issuer’s actual control.
To sum up, lawyer Xinda believes that, in addition to the issuance and listing of Shanghai Stock Exchange and registration with CSRC, the issuer has met the substantive conditions for listed companies to issue A-Shares to specific targets as stipulated in laws, regulations and normative documents such as securities law, measures for refinancing of science and Innovation Board.
4、 Establishment of the issuer
Upon verification, the issuer is a joint stock limited company established by way of overall change on the basis of Jiayuan Co., Ltd. On 28 January 2011,
