Legal Opinion
1. Introduction
1.1 Overview of Xinda
Xinda is registered in Shenzhen and was granted a legal practice license by the Guangdong Provincial Department of Justice on August 13, 1993. Xinda's main business areas include securities and financial legal services, real estate legal services, and litigation legal services. The financial securities department is a key business unit of Xinda. Xinda has provided legal services for hundreds of domestic and foreign companies regarding initial public offerings, share placements, convertible bonds, corporate bonds, short-term financing bonds, asset swaps, mergers and acquisitions, share transfers, share reform, and equity incentives, and has served as a long-term legal advisor for several listed companies.
1.2 Lawyer's Declaration
Xinda is a law firm registered in China and is qualified to provide legal opinions under relevant Chinese laws, regulations, and normative documents. Xinda and the handling lawyers have strictly fulfilled their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts recognized in this legal opinion are true, accurate, and complete. The conclusions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and Xinda bears corresponding legal responsibilities. Xinda only expresses legal opinions on legal issues related to this transaction and does not provide opinions on accounting, auditing, asset evaluation, or other professional matters.
2. Main Text
2.1 Qualification of the Transaction Parties
(1) Qualification of Chuangzhi Technology
Chuangzhi Technology is the purchaser in this transaction, intending to issue shares privately to acquire assets. It is a listed company on the Shenzhen Stock Exchange, with the stock abbreviation "*ST Chuangzhi" and stock code "000787". The relevant information about Chuangzhi Technology is as follows:
| Item | Details |
|---|---|
| Company Name | Chuangzhi Information Technology Co., Ltd. |
| Registration Number | 440301103266163 |
| Establishment Date | May 22, 1993 |
| Business Duration | From May 22, 1993 to October 10, 2042 |
| Legal Representative | Zhao Yan |
| Registered Capital | RMB 378,614,200 |
| Paid-in Capital | RMB 378,614,200 |
| Company Type | Joint-stock Company (Listed) |
| Business Scope | Research, development, and sales of computer software and supporting systems, providing software production and after-sales services |
| Annual Inspection Status | Passed for 2011 |
(2) Historical Development
(1) Establishment of the Joint-stock Company Chuangzhi Technology was established on May 22, 1993, as a joint-stock company approved by the Hunan Provincial People's Government Reform Commission. Initially named "Hunan Wuyi Wen Industry Joint-stock Company," it had a registered capital of RMB 64,350,100 and was located in Changsha, Hunan Province. On November 27, 2000, it relocated to Shenzhen, Guangdong Province, and was renamed Chuangzhi Information Technology Co., Ltd. on March 20, 2001.
(2) Changes in Total Capital In May 1993, Chuangzhi Technology was established with a registered capital of RMB 64,350,100 and a total share capital of 64,350,100 shares. On June 3, 1997, it was approved by the China Securities Regulatory Commission to publicly issue 25 million ordinary shares at a par value of RMB 1 per share, and it was listed on the Shenzhen Stock Exchange on June 26, 1997, with a total capital of RMB 89,350,100. In November 1999, it was approved to allocate shares to all shareholders at a ratio of 10:3, with a placement price of RMB 12 per share, resulting in a total capital of RMB 99,850,100. In May 2000, it was resolved at the 1999 annual general meeting to increase capital by 100% through capital reserves, bringing the total capital to RMB 199,700,200. In July 2002, it was approved to issue 51.06 million A shares at a price of RMB 9.40 per share, increasing the total capital to RMB 250,760,200. In February 2007, it underwent a share reform, increasing the total capital to RMB 378,614,200.