Guohao law firm (Hangzhou)
about
Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering
Listed on the growth enterprise market of Shenzhen Stock Exchange
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
January, 2002
Guohao law firm (Hangzhou)
On the listing of the initial public offering shares of Shipu Testing Technology (Shanghai) Co., Ltd. on the gem of Shenzhen Stock Exchange
Legal opinion
To: Shipu Testing Technology (Shanghai) Co., Ltd
Guohao law firm (Hangzhou) (hereinafter referred to as "the firm") is entrusted by Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as "the issuer", "the company" or "Shipu testing") to act as the special legal adviser for the issuer's initial public offering and listing on the gem of Shenzhen Stock Exchange. In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and the measures for the administration of the registration of initial public offerings of gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of the registration of GEM) The Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the GEM Listing Rules), the rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work reports on public securities issuance (hereinafter referred to as the preparation and reporting rules), and other laws According to the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and Shenzhen Stock Exchange, our lawyers hereby issue this legal opinion on the issuer's application for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this stock listing").
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of gem registration, the rules for listing on the gem, the compilation and reporting rules, the measures for the administration of law firms engaging in securities legal business, 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, They have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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.
Our lawyer has obtained the guarantee of Shipu testing, that is, Shipu testing has provided the true, complete and effective original written materials, copies or oral testimony that our lawyer considers necessary to issue this legal opinion, and there is no concealment, falsehood or major omission. If the documents provided by Shipu testing are copies or copies, they shall be consistent with the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Shipu testing or other relevant units to issue this legal opinion.
The office and the handling lawyer have not authorized any unit or individual to make any explanation or explanation on this legal opinion. This legal opinion is only used by the issuer for the purpose of this stock listing, 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 stock listing and submit it to Shenzhen stock exchange together with other materials.
In conclusion, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the listing of the issuer's shares on the gem:
1、 Approval and authorization of the issuer's stock listing
(I) on August 14, 2020, the issuer's first extraordinary general meeting in 2020 has made a resolution approving the company's issuance of shares and listing on the gem in accordance with legal procedures. The contents of the above resolution are legal and valid. The board of directors of the company has obtained appropriate authorization from the general meeting of shareholders of the issuer for the specific handling of this stock listing, and the relevant authorization scope and procedures are legal and effective.
(II) on July 28, 2021, the 43rd deliberation meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021 examined and approved the issuer's application for initial public offering and listing on the gem.
(III) on December 21, 2021, China Securities Regulatory Commission issued the reply on Approving the registration of the initial public offering of shares of Shipu Testing Technology (Shanghai) Co., Ltd. (zjxk [2021] No. 4041), agreeing to the registration application of the issuer for the initial public offering of shares. The validity period of the reply is within 12 months from the date of agreeing to the registration.
After verification, our lawyers believe that the issuer's stock listing has been approved and authorized by the internal authority, reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission. These approvals, authorizations and consents are within the period of validity, and the issuer's stock listing still needs to obtain the listing approval of Shenzhen Stock Exchange.
2、 The issuer's subject qualification for this stock listing
(I) the predecessor of the issuer, Shanghai Shipu Testing Technology Service Co., Ltd. (hereinafter referred to as "Shipu Co., Ltd"), is a limited liability company established on January 30, 2008 with the approval of Jinshan Branch of Shanghai Administration for Industry and commerce. The registered capital of Shipu Co., Ltd. at the time of its establishment was 100000 yuan.
The issuer is a joint stock limited company that changed from Shipu Co., Ltd. in December 2019 in accordance with Articles 9 and 95 of the company law. When the issuer changed into a joint stock limited company, it obtained the business license with the unified social credit code of 91310116671156516l issued by Shanghai market supervision and Administration Bureau.
When the issuer was changed into a joint stock limited company as a whole, the registered capital was 84098362 yuan, and the company name was "Shipu Testing Technology (Shanghai) Co., Ltd.".
The issuer now holds the business license with the unified social credit code of 91310116671156516l issued by Shanghai market supervision administration, with a registered capital of 90 million yuan. Its domicile is room 2f306 and 1f106, building 2, No. 2059 Duhui Road, Minhang District, Shanghai, and its legal representative is Yang Jin. The business term is from January 30, 2008 to long-term.
(II) after checking the business license, articles of association, industrial and commercial registration data, capital verification report, resolutions of previous general meetings of shareholders, board of directors and board of supervisors, audit report and other documents of the issuer and its predecessor Shipu Co., Ltd., the lawyer of the firm confirmed that the issuer is a joint stock limited company established and legally existing according to law and does not exist in accordance with the law Circumstances requiring termination as stipulated by laws and regulations and the articles of association.
In conclusion, our lawyers believe that the issuer is a joint stock limited company legally established and existing, and has the subject qualification of this stock listing.
3、 The issuer's substantive conditions for this stock listing
(I) according to the announcement on the results of the 43rd review meeting of the municipal Party Committee on the gem in 2021 issued by Shenzhen Stock Exchange and the reply on Approving the registration of the initial public offering of shares of Shipu Testing Technology (Shanghai) Co., Ltd. (zjxk [2021] No. 4041 issued by CSRC) and other relevant documents, which have been verified by the lawyers of the exchange, The issuer's public offering of shares and listing on the gem comply with the provisions of Articles 10 to 13 of the measures for the administration of gem registration on the issuance conditions, and comply with the provisions of item (I) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(II) according to the prospectus of Shipu Testing Technology (Shanghai) Co., Ltd. for initial public offering and listing on the gem and the capital verification report of Shipu Testing Technology (Shanghai) Co., Ltd. (tzyz [2022] No. 2233) issued by Tianzhi International Certified Public Accountants (special general partnership), The total capital stock of the issuer before this public offering is 90 million yuan, the number of shares issued to the public this time is 30 million shares, with a par value of 1 yuan per share, and the total capital stock of the issuer after this public offering is 120 million yuan, which is in line with the provisions of paragraph 1 (II) of article 2.1.1 of the GEM Listing Rules.
(III) according to the prospectus for initial public offering of shares and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd., the issuer will issue 30 million shares to the public this time, and the total number of shares after this public offering is 120 million. The shares of the issuer in this public offering account for more than 25% of the total shares of the company after the public offering, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(IV) according to the audit report of Shipu Testing Technology (Shanghai) Co., Ltd. (tzz [2021] No. 36737) issued by Tianzhi International Certified Public Accountants (special general partnership), according to the caliber of consolidated statements, The issuer's net profit attributable to the owner of the parent company in the last two years (2019 and 2020) (based on the lower one before and after deducting non recurring profits and losses) is 69068183.90 yuan and 42709865.41 yuan respectively. The issuer's net profit in the last two years is positive and the cumulative amount is not less than 50 million yuan, Comply with item (IV) of paragraph 1 of article 2.1.1 and item (I) of article 2.1.2 of the GEM Listing Rules.
In conclusion, our lawyers believe that the issuer meets the substantive conditions for stock listing stipulated in laws, regulations and normative documents such as the measures for the administration of gem registration and the GEM Listing Rules.
4、 The sponsor institution and sponsor representative of the issuer for this stock listing
(I) the listing of the issuer's shares is recommended by the recommendation institution Haitong Securities Company Limited(600837) . Haitong Securities Company Limited(600837) is a recommendation institution registered by the CSRC and included in the list of recommendation institutions. At the same time, it has the membership of Shenzhen Stock Exchange and meets the provisions of article 3.1.1 of the GEM Listing Rules.
(II) the issuer has signed a recommendation agreement with the recommendation institution Haitong Securities Company Limited(600837) and made clear agreements on the rights and obligations of the issuer during the period of application for listing and continuous supervision, which is in line with Article 3.1.2 of the GEM Listing Rules.
(III) Haitong Securities Company Limited(600837) designated Zeng Jun and Shi Bingjie as the recommendation representatives to be responsible for the recommendation of the issuer's shares listed on the gem. The above two recommendation representatives are natural persons registered by the CSRC and included in the list of recommendation representatives, which comply with the provisions of article 3.1.3 of the gem listing rules. In conclusion, our lawyers believe that the sponsor and sponsor representative of the issuer's shares listed on the gem comply with the relevant provisions of laws, regulations and normative documents such as the GEM Listing Rules.
5、 Commitments of relevant shareholders on share locking and commitments of directors, supervisors and senior managers
(I) all shareholders, actual controllers, directors, supervisors and senior managers of the issuer before this issuance have issued written commitments on the locking and restricted transfer of the issuer's shares held by them. After verification, the lawyers of the exchange confirmed that the commitment to lock up and restrict the transfer of shares complies with the provisions of Article 141 of the company law and articles 2.3.3 and 2.3.4 of the GEM Listing Rules.
(II) the directors, supervisors and senior managers of the issuer have signed the declaration and commitment of directors (supervisors and senior managers) in accordance with the relevant provisions of Shenzhen Stock Exchange. The signing of the declaration and commitment of directors (supervisors and senior managers) has been witnessed by our lawyers and reported to Shenzhen Stock exchange and the board of directors for the record, Comply with Article 4.2.1 of the GEM Listing Rules.
(III) the controlling shareholder and actual controller of the issuer have signed the statement and commitment of the controlling shareholder and actual controller in accordance with the relevant provisions of Shenzhen Stock Exchange. The signing of the statement and commitment of the controlling shareholder and actual controller has been witnessed by our lawyers and reported to Shenzhen Stock Exchange and the board of directors for the record, Comply with Article 4.3.1 of the GEM Listing Rules.
(IV) 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 application documents for GEM Listing submitted to Shenzhen Stock Exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions, Comply with article 2.1.7 of the GEM Listing Rules.
6、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer's stock listing has been approved and authorized by the internal authority, reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission, and the issuer has the subject qualification of this stock listing, The issuer's stock listing meets the substantive conditions stipulated in the company law, securities law, GEM Listing Rules and other laws, regulations and normative documents. The issuer has hired a recommendation institution with recommendation qualification, and the recommendation representative designated by the recommendation institution is responsible for the recommendation work, The issuer needs to obtain the listing consent of Shenzhen Stock Exchange and sign the listing agreement for this stock listing.
——The text of this legal opinion ends——
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