Beijing Guofeng law firm
About Zhong Fu Tong Group Co.Ltd(300560)
Applying for issuing convertible corporate bonds to unspecified objects
Legal opinion
Gflzz [2022] an005-1
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
catalogue
interpretation…… 2 I. approval and authorization of this issuance 8 II. The issuer’s subject qualification for this offering 8 III. substantive conditions of this offering 9 IV. independence of the issuer 14 v. share capital and evolution of the issuer since its listing Vi. business of the issuer 15 VII. Related party transactions and horizontal competition 15 VIII. Main property of the issuer IX. major creditor’s rights and debts of the issuer XX. Major asset changes and mergers and acquisitions of the issuer 20 Xi. Formulation and amendment of the articles of association of the issuer 21 XII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 21 XIII. Directors, supervisors and senior managers of the issuer and their changes 22 XIV. Tax of the issuer 23 XV. Environmental protection, product quality and technical standards of the issuer 23 XVI. Application of funds raised by the issuer 23 XVII. Business development objectives of the issuer 24 XVIII. Litigation, arbitration or administrative punishment 24 XIX. Evaluation of the legal risk of the issuer’s prospectus 26 XX. General concluding observations of this offering twenty-six
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings: issuer, Zhong Fu Tong Group Co.Ltd(300560) and Zhong Fu Tong Group Co.Ltd(300560) company
Fujian Tianjin Futong Information Science&Technology Co.Ltd(000836) Industry Co., Ltd. is the name of Futong Co., Ltd. when the issuer was established. The company was renamed Zhong Fu Tong Group Co.Ltd(300560) Co., Ltd. on February 4, 2013 and Zhong Fu Tong Group Co.Ltd(300560) Group Co., Ltd. on April 23, 2018
Futong Co., Ltd. refers to Fujian Tianjin Futong Information Science&Technology Co.Ltd(000836) Industry Co., Ltd., established on November 7, 2001, which is the predecessor of the issuer
Yongxin Ronglei Business Information Consulting Center (limited partnership), the company initiated Fuzhou Furong and Pingtan leading shareholders (employee stock ownership platform), formerly known as Fuzhou Furong business information Furong, Ronglei Business Consulting Co., Ltd., Pingtan Furong Business Information Consulting Co., Ltd. and Beijing Ronglei business information consulting partnership (limited partnership)
Fujian Rongjia refers to Fujian Rongjia Technology Co., Ltd., which is the shareholder of the issuer
Fuyu equity investment refers to Fuzhou Fuyu Equity Investment Management Co., Ltd., which is a wholly-owned subsidiary of the issuer
Zhongjuntong refers to zhongjuntong Technology Co., Ltd., formerly known as Fujian Fuhan Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Fu Zong technology refers to Shanghai Fu Zong Technology Co., Ltd., formerly known as Fujian Fu Zong Holding Co., Ltd., which is a holding subsidiary of the issuer,
Fuchuang information refers to Fujian fuchuang Information Technology Co., Ltd., which is a holding subsidiary of the issuer
Yitian technology refers to Yitian Technology Co., Ltd., a holding subsidiary of the issuer
Tianchuang information refers to Fujian Tianchuang Information Technology Co., Ltd., formerly known as Fujian Tianchuang Information Technology Co., Ltd., which is a holding subsidiary of the issuer
Pingyuan technology refers to Fujian Pingyuan Technology Co., Ltd., a holding subsidiary of the issuer
Trusted computing refers to trusted computing (Fujian) Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Fuka technology refers to Fuzhou fuka Technology Co., Ltd., a wholly-owned subsidiary of Yitian technology
Yuanhe information refers to Fuzhou Yuanhe Information Technology Co., Ltd., a subsidiary of zhongjuntong
Yingboda refers to Shenzhen yingboda Intelligent Technology Co., Ltd., which is a joint-stock subsidiary of Fuzong technology
Tianchuang hi tech refers to Fujian Tianchuang Hi Tech Co., Ltd., which is a subsidiary of Tianchuang Information Holdings
Fuyan technology refers to Beijing Fuyan Technology Co., Ltd., which is a holding subsidiary of the issuer
Fortis Thailand holdings refers to Futong Information Industry Holdings Co., Ltd., a subsidiary of the issuer in Thailand
Fortis Thailand refers to Futong information industry (Thailand) Co., Ltd., a subsidiary of Fortis Thailand
Futong information industry (Philippines) Inc., a subsidiary of the issuer in the Philippines
Fortis Malaysia refers to Futong information industry (Malaysia) SDN.BHD, a subsidiary of the issuer in Malaysia
Myanmar Futong refers to Futong information industry (Myanmar) Co., Ltd., a subsidiary of the issuer in Myanmar
Sri Lanka Futong refers to Futong information industry Lanka (private) Limited, a subsidiary of the issuer in Sri Lanka
PT Zhong Futong Indonesia refers to PT Zhong Futong Indonesia, a subsidiary of the issuer in Indonesia
Yushi energy group refers to Jiangsu Yushi Energy Group Co., Ltd., formerly known as Yushi energy (Nantong) Co., Ltd., which is a related party of the issuer
The State Administration of science, technology and industry for national defense refers to the State Administration of science, technology and industry for national defense
China Export & Credit Insurance Corporation
“Three meetings” refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
This issuance refers to the issuer’s application to issue convertible corporate bonds to unspecified objects on the gem of Shenzhen Stock Exchange
The issuance plan refers to the Zhong Fu Tong Group Co.Ltd(300560) plan for issuing convertible corporate bonds to unspecified objects
The prospectus refers to the prospectus for Zhong Fu Tong Group Co.Ltd(300560) issuing convertible corporate bonds to unspecified objects
Bondholders’ meeting Zhong Fu Tong Group Co.Ltd(300560) convertible company bondholders’ meeting means
Deliberative rules
The Zhong Fu Tong Group Co.Ltd(300560) 2021 public offering index issued by CSI PENGYUAN credit rating Co., Ltd. in the credit rating report on December 30, 2021
Report on credit rating of convertible corporate bonds (zpx [2021] No. Z [1602] 01)
Beijing Guofeng law firm
Sponsor and Minmetals refer to the securities of Minmetals Securities Co., Ltd
Grant Thornton certified public accountants means Grant Thornton Certified Public Accountants (special general partnership)
Articles of association means the Zhong Fu Tong Group Co.Ltd(300560) articles of association
2018 audit report (ztsz (2019) No. 351za0054), 2019 audit report (ztsz (2020) No. 351za5798) and 2020 audit report (ztsz (2021) No. 351a014615) issued by Grant Thornton Certified Public Accountants (special general partnership)
The third quarter of 2021 refers to the third quarter report of Zhong Fu Tong Group Co.Ltd(300560) 2021
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 securities issuance by companies listed on the gem (for Trial Implementation)
Securities legal business refers to the administrative measures of the administrative measures for law firms engaging in securities legal business, and securities legal business refers to the practice rules of the practice rules for law firms engaging in securities legal business (for Trial Implementation)
The Compilation Rules No. 12 of the Compilation Rules for information disclosure of public securities companies refers to
No. — legal opinion and lawyer work report on public offering of securities
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
The reporting period and the most recent three refer to 2018, 2019, 2020 and January September 2021
Year and phase I
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Ministry of Commerce means the Ministry of Commerce of the people’s Republic of China
Csdct Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Municipal Supervision Bureau refers to the market supervision and Administration Bureau
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this legal opinion, if the total is inconsistent with the sum of the itemized values, it is caused by rounding.
Beijing Guofeng law firm
About Zhong Fu Tong Group Co.Ltd(300560)
Applying for issuing convertible corporate bonds to unspecified objects
Legal opinion
Gflzz [2022] an005-1
To: Zhong Fu Tong Group Co.Ltd(300560) (issuer)
According to the lawyer service agreement signed between the exchange and the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser of the issuer for this issuance, and issues this legal opinion accordingly.
Our lawyers issue this legal opinion in accordance with the company law, the securities law, the administrative measures, the measures for the administration of securities legal business, the rules for the practice of securities legal business and other relevant laws, regulations, rules, normative documents and the actual situation of the issuer, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers only express legal opinions on the legal issues related to this offering, on the facts that have occurred or exist before the date of issuance of this legal opinion, and only in accordance with the current effective laws, administrative regulations, rules, normative documents of China and the relevant provisions of the CSRC, and do not express legal opinions in accordance with any laws outside China, Where it is necessary to invoke overseas laws, the legal opinions provided by overseas legal service institutions of China shall be quoted;
2. In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, our lawyers have strictly performed their statutory duties for the facts that have occurred or exist before the date of issuance of this legal opinion, followed the principles of diligence and good faith, and conducted sufficient inspection to ensure that the facts identified in the legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities;
3. Our lawyer agrees to submit this legal opinion as a necessary legal document for the issuer to apply for this issuance together with other materials; The lawyer of the exchange agrees that the issuer shall quote or review the legal documents prepared by the issuer for the purpose of applying for this issuance
