Shanghai Jinmao law firm
about
Jiangsu Juncheng Electronic Technology Co., Ltd. issued RMB common shares for the first time and was listed on the gem of Shenzhen Stock Exchange
of
Legal opinion
January, 2002
catalogue
Section 1 interpretation 3 Section II Introduction 5 Section III text seven
1、 Approval and authorization of this offering and listing seven
2、 The issuer's subject qualification for this issuance and listing eight
3、 The substantive conditions of this offering and listing nine
4、 The sponsor institution and sponsor representative of this offering and listing eleven
5、 Concluding observations twelve
Jin Mao Law Firm
Jinmao law firm
40th Floor, Bund Center, 222 East Yan An Road, Shanghai 200002, P.R.China
40 / F, Bund Center, 222 Yan'an East Road, Shanghai, China 200002
Tel: (8621) 6249 6040 fax / Fax: (8621) 6248 2266
Website / website: www.jinmao.com com. cn.
Shanghai Jinmao law firm about
Jiangsu Juncheng Electronic Technology Co., Ltd
Legal opinion on initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange
To: Jiangsu Juncheng Electronic Technology Co., Ltd. Dear Sirs:
Shanghai Jinmao law firm (hereinafter referred to as "the firm") accepts the entrustment of the issuer in accordance with the special legal service agreement signed with Jiangsu Juncheng Electronic Technology Co., Ltd. (hereinafter referred to as "the issuer"), As a special legal adviser for the issuer's initial public offering of RMB common shares and listing on the gem (hereinafter referred to as "this issuance and listing"). According to the company law of the people's Republic of China (revised in 2018), the securities law of the people's Republic of China (revised in 2019) Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance, and measures for the administration of law firms engaging in securities legal business And other current laws, regulations and normative documents, review the resolutions, approvals and other relevant documents and materials related to the issuance and listing provided by the issuer, and review the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the current laws, regulations and normative documents of China This legal opinion is issued in accordance with the laws, regulations and normative documents, the relevant provisions of the China Securities Regulatory Commission and the lawyers' understanding of the current laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Section I interpretation
Unless otherwise specified, the following words in this legal opinion have the following specific meanings:
Shanghai Jinmao law firm
Lawyer Ren Zhen, lawyer Mao Lijing and Lawyer Zhang Zhen who participated in the initial public offering of RMB by Jiangsu Juncheng Electronic Technology Co., Ltd. and listed on the gem
The company, issuer and Juncheng technology refer to Jiangsu Juncheng Electronic Technology Co., Ltd
Juncheng Co., Ltd. refers to Jurong Juncheng Electronics Co., Ltd., the predecessor of the issuer, which was restructured into Jiangsu Juncheng Electronic Technology Co., Ltd. on October 29, 2015
This issuance and listing means that the issuer intends to publicly issue no more than 18146667 RMB common shares to the public and list them on the gem of Shenzhen Stock Exchange
The articles of association refers to the articles of association of Jiangsu Juncheng Electronic Technology Co., Ltd. adopted by the issuer at the first extraordinary general meeting of shareholders in 2020 held on January 15, 2020
The general meeting of shareholders refers to the general meeting of shareholders of Jiangsu Juncheng Electronic Technology Co., Ltd
The board of directors refers to the board of directors of Jiangsu Juncheng Electronic Technology Co., Ltd
The board of supervisors refers to the board of supervisors of Jiangsu Juncheng Electronic Technology Co., Ltd
Prospectus refers to the prospectus of Jiangsu Juncheng Electronic Technology Co., Ltd. for initial public offering and listing on the gem (Registration draft)
The audit report of Jiangsu junchengdian issued by zhongtianyun Certified Public Accountants (special general partnership) refers to the audit report of sub Technology Co., Ltd. (zhongtianyun [2021] Shen Zi No. 90528)
The non recurring profit and loss audit report of Jiangsu junchengdian issued by zhongtianyun Certified Public Accountants (special general partnership) refers to the non recurring profit and loss audit report of subsidiary Technology Co., Ltd. (zhongtianyun [2021] He Zi No. 90352)
The capital verification report of Jiangsu junchengdian issued by zhongtianyun Certified Public Accountants (special general partnership) refers to the capital verification report of Zizi Technology Co., Ltd. (zhongtianyun [2022] Yan Zi No. 90005)
This legal opinion of Shanghai Jinmao law firm on Jiangsu Juncheng Electronic Technology Co., Ltd. refers to the legal opinion of the company's initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange
Recommendation institution, Haitong Securities Company Limited(600837) refers to Haitong Securities Company Limited(600837)
CSRC refers to the China Securities Regulatory Commission
The Company Law refers to the company law of the people's Republic of China (amended in 2018)
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The measures for the administration of registration refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The last three years, the first period and the reporting period refer to 2018, 2019, 2020 and January June 2021
Yuan means RMB yuan
China means the people's Republic of China, only for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Section II introduction
Our lawyers issue this legal opinion in accordance with the company law, the securities law, the measures for the administration of registration and other relevant laws and regulations and the relevant provisions of the CSRC, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and ensure that there are no false records, misleading statements and major omissions.
In order to issue this legal opinion, we have obtained the following guarantee from the issuer: the issuer has provided us with the original written materials, duplicate materials or oral and written testimony that we believe are necessary for issuing this legal opinion, and all facts and documents sufficient to affect the issuance of this legal opinion have been disclosed to us without any concealment Where it is false or misleading, all copies are consistent with the original, and the copies are consistent with the original.
It is the responsibility of the issuer to provide all documents and oral and written testimony necessary for the issuance of this legal opinion to the exchange according to law. Our lawyers express legal opinions according to the facts that have occurred or exist before the issuance date of this legal opinion, as well as the current laws, regulations and normative documents in China. For professional matters such as accounting, auditing, asset evaluation and investment decision-making, our lawyers only quote and do not express legal opinions in this legal opinion; The reference of our lawyers in this legal opinion to some data and conclusions in the issuer's relevant statements, data and audit report does not mean that our lawyers make any express or implied judgment and guarantee on the authenticity, accuracy and legitimacy of these data and conclusions, and our lawyers do not have the legal qualification to check and judge these contents.
For the fact that it is important to issue legal opinions without independent evidence, our lawyers rely on the situation statement, written confirmation and supporting documents issued by relevant government departments, issuers and other relevant units or persons to issue this legal opinion.
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.
The exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus or in accordance with the examination requirements of Shenzhen Stock Exchange and the registration requirements of CSRC, but the above quotation by the issuer shall not cause legal ambiguity or misinterpretation.
The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance and listing, report it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Based on the above, our legal opinions are as follows:
Section III main body
1、 Approval and authorization of this issuance and listing
1.1 internal approval and authorization of this issuance and listing
The issuer held the 10th meeting of the second board of directors on February 13, 2020, the third extraordinary general meeting of shareholders in 2020 on February 28, 2020, the 13th meeting of the second board of directors on May 31, 2020, and the fourth extraordinary general meeting of shareholders in 2020 on June 15, 2020 The 15th meeting of the second board of directors was held on September 28, 2020, and the 6th extraordinary general meeting of shareholders in 2020 was held on October 15, 2020. The proposals related to the issuance and listing were considered and adopted.
Upon verification by the lawyers of the firm, the convening and convening procedures of the above board of directors and general meeting of shareholders of the issuer comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the contents of the above resolutions of the board of directors and general meeting of shareholders are legal and effective, and the scope of authorization and authorization procedures of the general meeting of shareholders to the board of directors are legal and effective.
1.2 examination and approval of the GEM Listing Committee of Shenzhen Stock Exchange
The listing audit center of Shenzhen Stock Exchange issued the announcement on the results of the 45th review meeting of the municipal Party Committee on the gem in 2021 on August 4, 2021, and considered that the issuer met the issuance conditions, listing conditions and information disclosure requirements.
1.3 CSRC agrees to register
On December 20, 2021, the CSRC issued the reply on Approving the registration of Jiangsu Juncheng Electronic Technology Co., Ltd. for initial public offering (zjxk [2021] No. 4030) and approved the issuer's application for registration of initial public offering of shares on the gem. The reply is valid within 12 months from the date of consenting to registration.
1.4 Shenzhen Stock Exchange agrees to be listed
On January 26, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Jiangsu Juncheng Electronic Technology Co., Ltd. on the gem (SZS [2022] No. 106), agreeing to the listing of RMB common shares issued by the company on the gem of Shenzhen Stock Exchange, and the securities are referred to as "junchengke" for short
