Legal Opinion On Rights Issue Of Listed Companies

Contents and format of legal opinions on rights issue of listed companies

* * law firm about * * company * *

Legal opinion on rights issue

(foreword)

I. the basis for issuing legal opinions

(1) to provide legal advice on the securities law, the company law and the securities regulatory authorities of the State Council on the issue of the rights issue of listed companies.

(two) a legal opinion is issued according to the entrustment agreement signed by the issuer and the law firm.

Two. Matters that should be declared by a lawyer

(1) the explanation is in accordance with the facts that have occurred or existed before the date of the legal opinion and the legal opinions of the current laws, regulations and normative documents of our country.

(two) lawyers have examined and judged all the documents and testimonies related to the issuance of legal submissions and issued legal advice accordingly.

(three) it indicates that the legal opinions on the legality of the issue and listing and the legal issues that have significant impact on the issue and listing have been issued in accordance with the requirements of this standard. There are no false, serious misleading statements and major omissions in the legal opinions, otherwise, they are willing to assume corresponding legal liability.

(four) this legal opinion is only intended for the purpose of issuing and listing shares, and shall not be used for any other purpose.

(five) the lawyer agrees to submit the legal opinion as the legal document necessary for the issuer's allotment of shares, and report it with other declared materials, and shall be responsible for the legal opinions issued by him in accordance with the law.

Three. The end of the introduction should include the following text:

"According to the requirements of the thirteenth article of the securities law, the lawyers have verified and verified the above documents and related facts provided by the company in accordance with the recognized business standards, moral standards and diligence in the legal profession."

(text)

I. The qualification of issuers to issue shares

(1) to explain whether a friend of the Limited by Share Ltd is a trading company whose stock has been traded on stock exchanges approved by the securities regulatory authority under the State Council.

(two) indicating whether the issuer is effective in accordance with the law.

That is, according to laws, regulations and articles of association, it is clear whether the issuer needs to terminate.

(three) the content of the issuer's constitution is in line with the provisions of the existing laws and regulations and whether it is amended according to the guidelines for the articles of association of listed companies.

Two. Authorization and approval of the rights issue and listing.

(1) to explain whether the company's rights issue has made a resolution in accordance with the articles of association and the relevant rights issue procedures.

(two) it shows that the rights issue has been obtained in accordance with the law or that the authorized department has agreed to issue and issue the licensing matters.

Three. The substantive conditions for this issue and listing.

(1) one by one, whether the rights issue is in conformity with the securities law, the company law, and the specific provisions of the Securities Management Department of the State Council Concerning the company's rights issue.

(two) if a shareholder makes a payment in the form of physical assets or other non cash assets, it indicates whether such assets have obtained a complete certificate of ownership, and whether there is a legal obstacle to the implementation of such acts.

(three) explain whether shareholders are treated fairly in the placing process.

Four. Explain the related pactions and competition in the allotment of shares.

(1) indicating which affiliated enterprises the issuer has.

(two) to explain whether there is a related paction between the issuer and its associated enterprises in this issue. If there is a related paction, the content, amount and amount of the related paction need to be explained.

(three) to illustrate whether such association officials will be able to couple the interests of issuers and their shareholders.

(four) if the party involved in the paction is a major shareholder of the company, it is necessary to indicate whether necessary measures have been taken to protect the interests of the minority shareholders.

(five) to explain whether the voting procedure of the shareholders' meeting on the related pactions involved in this issue is in conformity with the decisions of the laws, regulations and the articles of association.

(six) explain whether there is competition among related enterprises in the issuer's rights issue.

If there is competition in the same industry, it is necessary to indicate whether necessary measures have been taken to solve the competition.

(seven) to indicate whether full disclosure of related officials' competition and inter industry competition is possible.

Five. Application of issuer's capital raising fund

(1) explain whether the issuer's previous collection of funds is consistent with the original recruitment plan.

If the issuer changes the purpose of the previous raised fund, it should state whether the change is approved according to the law.

(two) to indicate whether the issuer's use of the funds raised by this stock raising requires approval or authorization from the authorized department, and whether it has been approved or authorized if necessary.

(three) if the use of this fundraising involves mergers and acquisitions of other enterprises, it explains the way of merger and acquisition and its legal nature, and indicates whether there are legal obstacles and whether there are legal disputes.

Six. The major creditor's rights and debt relations involved in the rights issue.

(1) to examine the legality of the major contracts involved in the issue.

(two) explain whether the issuer's obligations under the above contract constitute a legal obstacle to this issue.

(three) whether there is a significant debt and debt relationship between the issuer and shareholders and mutual guarantee.

(four) explain the major litigation, arbitration or administrative litigation matters that the issuer is carrying out or will carry out, and indicate whether there is a legal obstacle to this issue.

Seven. Tax issues of issuers

(1) explain whether the tax category and tax rate implemented by the issuer conform to the requirements of the existing laws, regulations and normative documents.

(two) to explain whether the issuer paid taxes in accordance with the law in the past three years and whether it was punished by the tax authorities.

Eight. Directors, supervisors and other senior managers.

It indicates whether the directors, supervisors and other senior managers of the issuers are in compliance with the laws, regulations and the provisions of the articles of association, and indicate their term of office.

Nine, lawyers think other questions need to be explained.

Lawyers should give legal advice on the legal issues that are not explicitly required by this standard, but have a significant impact on the rights issue.

A lawyer who has worked diligently and conscientiously is unable to make a comprehensive confirmation of the legality of this issue, should make reservations and explain the extent of its impact on the rights issue.

(end)

I. the date, signature and seal of the legal submission.

Two. The number of positive and duplicate copies of legal submissions.

Name of law firm (with official seal)

Lawyer, x x x x (printed)

X x x x x (signature)

Specific date

Three, give an example for reference when making.

City law firm

About Limited by Share Ltd annual

Legal opinion on rights issue

To: Limited by Share Ltd

According to Limited by Share Ltd (hereinafter referred to as stock company)

The entrustment agreement of legal affairs signed by the municipal law firm (hereinafter referred to as the "hereinafter referred to as") is accepted by a joint stock company as a special legal adviser to this share issue of a joint stock company, and a legal opinion is issued in accordance with the requirements of the People's Republic of China company law (hereinafter referred to as the company law), the People's Republic of China Securities Law (hereinafter referred to as the Securities Law), and the notice on the issues concerning the rights issue of listed companies (hereinafter referred to as the notice).

According to the requirements of our current laws and regulations and the work of the lawyers in the legal affairs agreement, the lawyer has examined the main facts and legal matters related to the issue of shares in the stock company, including: the qualification of the stock issuing company, the authorization and approval of the rights issue, the actual conditions, the rights issue, the rights issue and the use of the previous raised fund, as well as the approval of the use of the funds and the other major legal issues related to the issue and listing of the shares.

This legal opinion only issues legal opinions on the facts that have occurred before the date of issue or / or with the issue of the rights issue, which is based on the understanding of the above facts and the understanding of the relevant professional laws and regulations.

In the course of its work, the lawyer has obtained the guarantee of the joint stock company: the joint stock company has provided the lawyer with the original written materials, copies and oral testimony necessary for the issuance of the legal opinion, and the documents and materials provided are complete, authentic and effective, without any concealment, falsehood or omission.

After the lawyer's verification of the main documents, the copies or copies of the documents provided by the joint stock company are in conformity with the original ones.

The fact that our lawyer is very important to the legal opinion and can not be supported by independent evidence depends on the legal proof issued by the relevant government departments, joint stock companies or other units.

This legal submission instrument shall be used by the stock company for the purpose of issuing and listing the allotment shares, and shall not be used for any other purpose without the consent of the bourse.

This agreement agrees that this legal opinion shall be the necessary legal document of the joint stock company's application for the rights issue, and shall be reported together with other declared materials, and shall be liable for the legal opinions issued in accordance with the law.

In accordance with the requirements of the eighteenth and thirty-fifth articles of the stock Ordinance, our lawyers have verified and verified the above-mentioned documents and related facts provided by the joint stock companies according to the business standard, moral standard and diligent and conscientious spirit recognized by the lawyers profession.

1. The main qualification of the stock allotment company.

The joint-stock company was approved by the Ministry of education, the Ministry of education and the Reform Commission of the year. The Limited by Share Ltd was set up exclusively by the original factory. It was registered by the Municipal Administration for Industry and commerce.

With the approval of the Securities Regulatory Commission of China, the "stock" is listed on the Shenzhen Stock Exchange on the date of the year.

Therefore, the joint-stock company has been a Limited by Share Ltd that conforms to the 151st requirements of the company law, and its shares have been listed on the stock exchange place approved by the State Council.

A joint stock company is a Limited by Share Ltd with an independent legal personality established according to law. It is legal and effective. According to the relevant laws, regulations and the articles of association, there is no case where the company needs to terminate.

Two. The authorization and approval of the rights issue and listing of a joint stock company.

1. the company held the first provisional shareholders' meeting on the date of the year, and the shareholders and shareholders' representatives who participated in the meeting were represented by shares, representing about% of the total shares of the company, which was in conformity with the provisions of the company law and the articles of association.

The company's rights allotment scheme is:

(1) based on the annual total share capital of ten thousand shares, the shares are allocated according to the ratio of 10:

The total number of shares that should be allotment to all shareholders should be 10000 shares, of which the state shares should be matched with 10000 shares, and the social legal person shares should be matched with ten thousand shares, and the public stocks should be allocated with ten thousand shares, and the pfer shares shall be matched with 10000 shares.

The directors, supervisors and senior managers of the state shareholders who give up all the rights to allotment and have the rights to allotment are committed to fully subscribe to the allotment part in cash.

(2)