Beijing Deheng Law Firm
about
Adopt Technology Co., Ltd
Initial public offering and listing in Shenzhen Stock Exchange
Listed 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
Beijing Deheng Law Firm
about
Adopt Technology Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
Deheng 02f20200168-00031 to: adoptive Technology Co., Ltd
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) has accepted the entrustment of adoptive Technology Co., Ltd. (hereinafter referred to as “the issuer” or “adoptive technology”) to act as the special legal adviser for its initial public offering and listing on the gem (hereinafter referred to as “this offering and listing” or “this listing”), On December 16, 2020, it issued Deheng 02f20200168-00003 “legal opinion of Beijing Deheng Law Firm on adopting the initial public offering of RMB common shares (A shares) of science and Technology Co., Ltd. and listing on the gem” (hereinafter referred to as “legal opinion”) and Deheng 02f20200168-00004 Beijing Deheng Law Firm’s report on the work of lawyers who adopted the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listed on the gem (hereinafter referred to as the “lawyer work report”), On March 23, 2021, Beijing Deheng Law firm issued Deheng 02f20200168-00009 supplementary legal opinion (I) on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem (hereinafter referred to as “supplementary legal opinion (I)”, On May 17, 2021, it issued Deheng 02f20200168-00014 supplementary legal opinion (II) of Beijing Deheng Law Firm on the adoption of Technology Co., Ltd. for the initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as “supplementary legal opinion (II)”, On June 23, 2021, it issued Deheng 02f20200168-00018 supplementary legal opinion (III) of Beijing Deheng Law Firm on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem (hereinafter referred to as “supplementary legal opinion (III)”, On July 25, 2021, it issued Deheng 02f20200168-00020 supplementary legal opinion (IV) of Beijing Deheng Law Firm on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem (hereinafter referred to as “supplementary legal opinion (IV)”, On August 10, 2021, it issued Deheng 02f20200168-00023 supplementary legal opinion (V) of Beijing Deheng Law Firm on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem (hereinafter referred to as “supplementary legal opinion (V)”, On September 3, 2021, it issued Deheng 02f20200168-00028 supplementary legal opinion (VI) of Beijing Deheng Law Firm on the adoption of Technology Co., Ltd. for the initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as “supplementary legal opinion (VI)”, On September 7, 2021, it issued Deheng 02f20200168-00029 supplementary legal opinion (VII) of Beijing Deheng Law Firm on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem (hereinafter referred to as “supplementary legal opinion (VII)”, On October 28, 2021, Beijing Deheng Law firm issued Deheng 02f20200168-00030 supplementary legal opinion (VIII) on the adoption of the initial public offering of RMB common shares (A shares) by science and Technology Co., Ltd. and listing on the gem (hereinafter referred to as “supplementary legal opinion (VIII)”.
On the basis of reviewing and verifying the relevant materials of the issuer, According to the company law, the securities law, the measures for the administration of the registration of initial public offerings on the growth enterprise market (for Trial Implementation) (hereinafter referred to as the “administrative measures”), the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market (revised in December 2020) (hereinafter referred to as the “Listing Rules”), and the measures for the administration of securities legal business by law firms This legal opinion is issued in accordance with the relevant provisions of laws, administrative regulations, rules and normative documents such as the rules for the practice of law firms engaged in securities legal business (for Trial Implementation) on the issuer’s initial public offering of shares and listing on the gem of Shenzhen Stock Exchange. Unless otherwise stated in this legal opinion, The attorneys handled by the firm in legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV), supplementary legal opinion (V), supplementary legal opinion (VI), supplementary legal opinion (VII) and supplementary legal opinion (VIII) The matters stated and the abbreviations used in this legal opinion are applicable to this legal opinion.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure 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 or major omissions, and bear corresponding legal liabilities.
This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange and the handling lawyer of the exchange.
On the basis of full and proper verification, the handling lawyer of the office hereby issues the following legal opinions:
1、 Approval and authorization of this issuance and listing
(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 legal procedures. The issuance and listing of the issuer has been effectively approved by the fourth meeting of the second board of directors held on November 11, 2020 and the sixth extraordinary general meeting of shareholders of the issuer held on November 27, 2020 in accordance with the legal procedures.
The convening, convening procedures and resolutions of the above meetings comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the resulting resolutions are legal and effective.
(II) according to the announcement on the results of the 47th review meeting of the municipal Party Committee on GEM in 2021 issued by the listing audit center of Shenzhen Stock Exchange on August 11, 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 14, 2021, the China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of Technology Co., Ltd. (zjxk [2021] No. 3937, hereinafter referred to as the “reply on issuance registration”) and approved the issuer’s application for registration of this public offering of shares.
In conclusion, the handling lawyer of the exchange believes that the issuer’s listing has been approved and authorized by the competent authority, and has been deliberated and approved by the GEM Listing Committee of Shenzhen Stock Exchange and approved by the CSRC for registration.
2、 The issuer’s subject qualification for this issuance and listing
(I) the issuer is a joint stock limited company established by Jiangyin adoption Technology Co., Ltd. as a whole and approved and registered by Wuxi market supervision and Administration Bureau. It now holds the business license with the unified social credit code of 913202817641949253 issued by Wuxi administrative examination and approval Bureau. The legal representative of the issuer is the army, the company type is a joint stock limited company (unlisted, invested or controlled by natural persons), the registered capital is 70526322 yuan, the domicile is No. 253, Chenglu Road, Huashi Town, Jiangyin City, and the business term is from July 23, 2004 to no fixed term. The business scope is the research, production and development of chip dispensing needle, veterinary needle and stainless steel capillary; Hardware processing; Manufacturing and processing of rubber and plastic products; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) licensed projects: production of class II medical devices; Production of class III medical devices; Class III medical device business; Production of sanitary products and disposable medical products; Disinfectant production (excluding hazardous chemicals); Road cargo transportation (excluding dangerous goods); Import and export agency (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: Sales of class II medical devices; Sales of sanitary supplies and disposable medical supplies; Sales of disinfectants (excluding hazardous chemicals); Production of class I medical devices; Sales of class I medical devices; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of labor protection articles; Sales of labor protection articles; Production of special labor protection articles; Sales of special labor protection articles; Hardware product manufacturing; Hardware product R & D; Retail of hardware products; Sales of rubber products; Non residential real estate leasing; Mechanical equipment leasing; Professional cleaning, cleaning and disinfection services (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
(II) according to the business license, the articles of association and the verification of the handling lawyer of the exchange, the business term of the issuer is from July 23, 2004 to no fixed term. As of the date of issuance of this legal opinion, there is no need to dissolve or terminate in accordance with laws, regulations, normative documents and the articles of association.
In conclusion, the handling lawyer of the exchange believes that as of the date of issuance of this legal opinion, the issuer is a joint stock limited company legally established and validly existing, and has the subject qualification of this issuance and listing.
3、 The issuer’s substantive conditions for this issuance and listing
(I) after verification by the lawyers in charge of the exchange, the issuer meets the relevant issuance and listing conditions stipulated in the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, and meets the substantive conditions for this issuance and listing.
(II) as stated in “I. approval and authorization of this issuance and listing” in this legal opinion, Shenzhen Stock Exchange and CSRC have agreed to the issuer’s issuance, which is in line with the provisions of paragraph 1 of Article 9 of the securities law, paragraph 1 of article 2.1.1 (I) and paragraph 2.1.6 (II) of the listing rules.
(III) according to the current valid business license held by the issuer, the capital verification report (zhhyy (2020) No. 5006) and the verification of the lawyers handled by the bourse, the registered capital registered by the issuer before the listing of this offering is 70.526322 million yuan, The issuer plans to issue 23508800 ordinary shares this time with the approval of the reply on issuance registration of the CSRC and the announcement on initial public offering and listing on the gem of adoptive Technology Co., Ltd. (hereinafter referred to as the “inquiry announcement”) disclosed by the Issuer on the website of Shenzhen Stock Exchange on January 10, 2022. The total share capital of the issuer after this listing shall not be less than 30 million yuan, which meets the provisions of item (II) of paragraph 1 of article 2.1.1 of the listing rules.
(IV) according to the reply to the issuance registration, the capital verification report (No. 2022) 0084) and the inquiry announcement, and verified by the handling lawyer of the exchange, the total share capital of the issuer after the completion of this issuance is 94.035122 million shares, and the public issuance of 23.50888 million ordinary shares reaches more than 25% of the total shares of the issuer after the public issuance, Comply with item (III) of paragraph 1 of article 2.1.1 of the listing rules.
(V) according to the audit report (Zhonghui kuaishan [2021] No. 0617) and verified by the lawyers in charge of the exchange, the operating income of the issuer in 2020 is 505 million yuan, the net profit attributable to the owners of the parent company after deducting non recurring profits and losses is 56.4179 million yuan, the net profit of the company in the latest year is positive, and the operating income is not less than 100 million yuan. Combined with the valuation corresponding to the issuer’s latest capital increase and the market valuation of comparable companies, it is expected that the total market value of the issuer after issuance will not be less than RMB 1 billion, which is in line with the relevant provisions of paragraph 1 (IV) of article 2.1.1 and paragraph 1 (II) of article 2.1.2 of the listing rules.
(VI) according to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the issuer and its directors, supervisors and senior managers guarantee that the contents of the listing application documents submitted to the Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with the provisions of article 2.1.7 of the listing rules.
(VII) all shareholders, directors, supervisors and senior managers of the issuer before this offering have made corresponding commitments on the restriction, reduction and other share changes of the issuer’s shares held by them, which is in line with Article 141 of the company law and article 2.3.1 of the listing rules Relevant provisions of the CSRC and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange. (VIII) the controlling shareholder and actual controller of the issuer have issued a written commitment not to transfer or entrust others to manage the pre IPO shares of the issuer directly or indirectly held by them within 36 months from the date of listing of the issuer’s shares, nor propose that the listed company repurchase these shares, which is in line with Article 2.3.4 of the listing rules
