23 situations where a lawyer should issue a legal opinion in the securities business

Legal opinions are one of the most important legal documents in the securities business of lawyers. Issuing legal opinions for some major projects or matters is also an important source of business for lawyers. At present, the requirements for issuing legal opinions in securities business are scattered in different laws and regulations or regulatory documents. This article attempts to make a summary.

 

1. Comprehensive regulations

Article 6 of the "Administrative Measures for Law Firms Engaged in Securities Legal Business", law firms engaged in securities legal business may issue legal opinions on the following matters:

(1) Initial public offering and listing of stocks;

(2) The issuance and listing of securities by listed companies;

(3) Acquisitions, major asset reorganizations and share repurchases of listed companies;

(4) The listed company implements an equity incentive plan;

(5) The listed company convenes a general meeting of shareholders;

(6) Domestic enterprises directly or indirectly issue securities overseas, and list and trade their securities overseas;

(7) The establishment, modification, dissolution and termination of securities companies, securities investment fund management companies and their branches;

(8) The raising of securities investment funds and the establishment of collective asset management plans of securities companies;

(9) Issuance and listing of securities derivatives;

(10) Other matters required by the China Securities Regulatory Commission.

 

2. Initial public offering and listing

1. "Shanghai Stock Exchange Stock Listing Rules (December 2020)" 5.1.2 After the issuer's application for initial public offering of shares is approved by the China Securities Regulatory Commission for issuance, it shall promptly file an application for stock listing with the Exchange and submit the following documents : (17) Legal opinion issued by a law firm;

2. "Shenzhen Stock Exchange Stock Listing Rules (Revised in December 2020)" 5.1.3 When an issuer applies to the Exchange for the listing of its IPO stocks, it shall submit the following documents: (7) Legal opinions issued by a law firm Book;

3. "Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 9-Application Documents for Initial Public Offering and Listing"

(1) 5-1 Legal opinion

(2) 5-2 Work report of lawyers

(3) 9-1-1 The issuer owns or uses trademarks, patents, computer software copyrights and other intellectual property rights, as well as a list of land use rights, house ownership, mining rights and other property rights certificates (the name of the certificate owner or user must be listed, Certificate number, right period, method of obtaining, whether and what other rights exist, etc., and the issuer’s lawyer shall issue an attestation opinion on the authenticity, legality and validity of all property rights certificates)

(4) 10-1-5 The issuer's lawyer's assurance opinions on the authenticity of the aforementioned documents

(5) 10-3-1 The issuer's lawyer's verification opinions on the review, issuance, custody and liquidation of the issuer's internal employee shares

4. "Guidelines for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 42-Application Documents for Initial Public Offering of Stocks and Listing on the Sci-tech Innovation Board" 3-3 Documents of the issuer's lawyers on this issuance and listing

(1) 3-3-1 legal opinion

(2) 3-3-2 Lawyer's work report

(3) 3-3-3 Assurance opinions on the authenticity of the signatures and seals of the issuer’s directors, supervisors, senior managers, the issuer’s controlling shareholders and actual controllers on relevant documents

(4) 3-3-4 Assurance opinions on the consistency between the applied electronic documents and the reserved originals

(5) 7-1-1 The issuer owns or uses trademarks, patents, computer software copyrights and other intellectual property rights that have a significant impact on its production and operation, as well as a list of land use rights, house ownership and other property rights certificates (the owner of the certificate must be listed) Or user name, certificate number, right period, method of obtaining, whether and what other rights exist, etc.)

(6) 7-1-2 The attestation opinion issued by the issuer's lawyer on the property right certificate listed in the 7-1-1 list

5. "Guidelines for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 29-Application Documents for Initial Public Offering of Stocks and Listing on the Growth Enterprise Market"

(1) 3-3-1 legal opinion

(2) 3-3-2 Lawyer's work report

(3) 6-2-1 List of trademarks, patents, computer software copyrights and other intellectual property rights owned or used by the issuer, as well as land use rights, house ownership, mining rights and other property rights certificates (the name of the certificate owner or user, Certificate number, right period, method of obtaining, whether and what other rights exist, etc., and the issuer’s lawyer shall issue an attestation opinion on the authenticity, legality and validity of all property rights certificates)

(4) 6-5 The issuer’s lawyer’s assurance opinions on the authenticity of the issuer’s directors, supervisors, senior management, the issuer’s controlling shareholders and actual controllers on the authenticity of the signatures and seals on the relevant documents

 

3. Listed companies issue additional shares, allotments, and convertible corporate bonds

Article 2 of the "Reporting Rules for Information Disclosure of Public Offering Securities Companies (No. 12)—Legal Opinions and Lawyers’ Work Reports for Public Offerings of Securities", companies that intend to IPO and listed companies issue additional shares, allotment, and A listed company issues convertible corporate bonds, etc., a law firm hired by a company that intends to IPO or a listed company (hereinafter referred to as the “issuer”) and its assigned lawyers (hereinafter “lawyers” refer to the signature lawyers and their The law firm where he works) shall issue legal opinions, lawyers’ work reports and prepare working papers in accordance with the requirements of these rules. Part of the content of these rules does not apply to the issuance of additional shares, allotments, and issuance of convertible corporate bonds. The issuer’s lawyers shall make adjustments in accordance with relevant regulations in light of the actual situation and provide appropriate supplementary legal opinions.

Fourth, the listed company held a general meeting of shareholders

Article 5 of the "Rules for Shareholders' General Meetings of Listed Companies", when a company convenes a general meeting of shareholders, it shall hire a lawyer to issue legal opinions and make announcements on the following issues:

(1) Whether the convening and convening procedures of the meeting comply with the laws, administrative regulations, these rules and the company's articles of association;

(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;

(3) Whether the voting procedures and voting results of the meeting are legal and valid;

(4) Legal opinions issued on other relevant issues at the request of the company.

 

5. Equity incentives for listed companies

Article 31 of the "Administrative Measures for Equity Incentives of Listed Companies (for Trial Implementation)", listed companies shall hire lawyers to issue legal opinions on equity incentive plans and provide professional opinions on at least the following matters:

(1) Whether the equity incentive plan complies with the provisions of these Measures;

(2) Whether the equity incentive plan has fulfilled the legal procedures;

(3) Whether the listed company has fulfilled its information disclosure obligations;

(4) Whether the equity incentive plan obviously harms the interests of the listed company and all shareholders and violates relevant laws and administrative regulations;

(5) Other matters that should be explained.

 

6. Listed companies repurchase shares

1. Article 6 of the "Administrative Measures for Law Firms Engaged in Securities Legal Business", law firms engaged in securities legal business may issue legal opinions on the following matters: ...; (3) Acquisitions of listed companies, major asset reorganizations and share returns purchase;…….

2. According to Article 6 of the "Administrative Measures for the Repurchase of Public Shares by Listed Companies (for Trial Implementation)", listed companies shall hire independent financial consultants and law firms to issue professional opinions on share repurchase matters.

 

7. Merger of listed companies

1. "Shanghai Stock Exchange Stock Listing Rules (December 2020)" 11.7.3 Listed companies should hire an independent financial consultant to conduct due diligence on merger matters, issue an independent financial consultant report, and hire a law firm to provide legal opinions on the merger plan , And an announcement will be made five trading days before the general meeting of shareholders.

2. "Shenzhen Stock Exchange Stock Listing Rules (Revised in December 2020)"

14.8.1 In any of the following circumstances, a listed company may apply to the Exchange to actively terminate the listing and trading of its stocks:

(1) The company’s shareholders’ meeting has decided to take the initiative to withdraw its stocks from being listed and traded on this exchange and decide not to trade on the exchange;

(2) The company’s general meeting of shareholders resolves to voluntarily withdraw its stocks from being listed and traded on this Exchange, and instead apply for trading or transfer in other trading venues;

(3) The company’s shareholders’ meeting resolves to dissolve;

(4) The company no longer has the qualifications of an independent entity and is cancelled due to a newly established merger or merger by absorption;

(5) For the purpose of terminating the listing of the company's stocks, the company issues an offer to all the shareholders of the company to repurchase all or part of the shares, resulting in changes in the company's total share capital, equity distribution, etc., and no longer meets the conditions for listing;

(6) The shareholders of the company, with the purpose of terminating the listing of the company’s stocks, issue an offer to all other shareholders of the company to acquire all or part of the shares, resulting in changes in the company’s total share capital, equity distribution, etc., and no longer meets the conditions for listing;

(7) For the purpose of terminating the listing of the company’s stocks, purchasers other than the company’s shareholders issue an offer to all the company’s shareholders to purchase all or part of the shares, resulting in changes in the company’s total share capital, equity distribution, etc., and no longer meets the requirements for listing;

(8) Other voluntary termination of listing conditions recognized by the China Securities Regulatory Commission or the Exchange.

A company whose A-shares and B-shares are listed and traded on the Exchange at the same time applies for voluntary termination of listing in accordance with the provisions of the preceding paragraph, in principle, its A-shares and B-shares shall terminate their listings at the same time.

14.8.3 Listed companies no longer have independent entity qualifications and are cancelled due to the circumstances under items (1) to (5) of Article 14.8.1 of these rules (item (4): the company is no longer qualified as an independent entity due to a new merger or merger by absorption ;) Circumstances where a company’s shareholders’ meeting is convened, the following documents shall be submitted to the Exchange and announced in a timely manner: ...; (6) Legal opinions (if applicable); ....

The "financial consultant's report" and "legal opinion" mentioned in items (5) and (6) of the preceding paragraph refer to financial consultants and law firms providing professional services and expressing professional opinions for the voluntary termination of listing. Among them, Article 14.8.1 (1), (2), (5) does not apply to legal opinions, and (3) does not apply to financial consultant reports and legal opinions at the same time. After the shareholders' general meeting has deliberated on the voluntary termination of listing, the listed company shall promptly disclose the announcement of the resolutions of the shareholders' general meeting, explaining the review and approval of the proposal.

 

8. Bankruptcy and reorganization of listed companies

1. "Shanghai Stock Exchange Stock Listing Rules (December 2020)" 11.11.9 When a listed company discloses the above reorganization, settlement or bankruptcy liquidation, it shall submit the following documents to the Exchange in accordance with the circumstances involved in the disclosure:... (11) Legal opinion issued by a law firm;...

2. "Shenzhen Stock Exchange Stock Listing Rules (Revised in December 2020)" 11.10.8 When a listed company discloses the above reorganization, settlement or bankruptcy liquidation matters, it shall submit the following documents to the Exchange in accordance with the circumstances involved in the disclosure:... …; (11) Special opinions issued by a law firm; ….

 

9. listed companies re-listed

1. "Shanghai Stock Exchange Stock Listing Rules (December 2020) (Revised in December 2020)" 13.8.4 Listed companies are subject to major illegal delisting due to other illegal acts other than fraudulent issuance, and their stocks are subject to compulsory delisting. After the listing is terminated, those who have entered the national SME share transfer system and other securities trading venues to transfer for 5 full fiscal years may apply to the Exchange for re-listing. If a company fails to meet the following conditions at the same time, the Exchange will not accept its re-listing application:

(1) Major illegal acts have been fully corrected and the following requirements have been met:

 1. The company has disclosed supplementary or corrected announcements on matters involved in major information disclosure violations;

 2. The accountability of major violations has been handled;

 3. The company has supplemented the relevant decision-making procedures for matters related to major illegal acts;

 4. The company’s controlling shareholders, actual controllers, and other relevant responsible entities have compensated the company for losses caused by major illegal acts;

 5. The risk factors related to the company that may be caused by major illegal acts have been eliminated.

(2) The following persons responsible for major violations have been replaced:

 1. Relevant persons sentenced guilty by the people's court;

 2. Relevant persons who have been administratively punished by relevant administrative agencies;

 3. Relevant persons who have been transferred by relevant administrative agencies to the public security agency for investigation;

 4. Other persons responsible for major violations identified by the China Securities Regulatory Commission and the Exchange.

(3) Appropriate arrangements have been made for relevant civil compensation obligations and the following requirements have been met:

 1. If the relevant compensation matters have been judged by the people's court, the execution of the judgment has been completed;

 2. If the people’s court has not made a judgment on related compensation matters, but a settlement has been reached, the settlement agreement has been executed;

 3. If the relevant compensation matters have not been judged by the people’s court, and no settlement has been reached, the company and the relevant responsible parties have accrued the compensation fund according to the estimated maximum amount of compensation, and transferred the full amount to the special account, and the company’s controlling shareholder and actual The controller has promised that if the compensation fund is insufficient to pay, it will make up for it.

(4) The re-listing sponsors and lawyers hired by the company have checked and verified the conditions described in the aforementioned three conditions, and issued a special review opinion, clearly confirming that the company has fully met the aforementioned three conditions.

2. "Shenzhen Stock Exchange Stock Listing Rules (Revised in December 2020)" 14.9.2 A listed company will relist in accordance with Article 14.9.1 of these rules after its stocks are terminated due to a major illegal compulsory delisting. The conditions that intend to apply for re-listing shall also meet the following conditions:

(1) The illegal act has been fully corrected;

(2) Relevant responsible personnel have been replaced in time;

(3) Appropriate arrangements have been made for civil compensation liabilities.

The company shall hire a lawyer to check the matters mentioned in the preceding paragraph item by item, and issue special opinions on whether the company has the qualifications for the main body to apply for relisting and whether it meets the conditions for relisting.

3. Article 17 of the "Shenzhen Stock Exchange Implementation Measures for the Relisting of Delisted Companies (Revised in 2015)", the company shall hire a lawyer for the legality and compliance of its relisting application and the authenticity and validity of the relevant application documents Conduct due diligence and issue legal opinions and lawyers’ work reports.

 

10. Termination of listing by listed companies

1. "Shanghai Stock Exchange Stock Listing Rules (December 2020)" 13.7.6 Where a listed company submits an application for voluntary termination of listing to the Exchange, at least the following documents shall be submitted: ...; Special legal opinions on the termination of listing;.......

2. "Shenzhen Stock Exchange Stock Listing Rules (Revised in December 2020)" 14.8.7 If a listed company applies to the Exchange for termination of listing of its shares in accordance with Article 14.8.1 of these Rules, it shall submit the following documents to the Exchange :……; (5) Legal opinions;…….

 

11. Application for review by a listed company

"Shanghai Stock Exchange Stock Listing Rules (December 2020)"

14.1 If an issuer, a listed company, or a company applying for relisting of stocks (hereinafter referred to as the applicant) is dissatisfied with the Exchange’s decision to disapprove listing, terminate the listing, or disagree with the voluntary termination of listing, it may receive the relevant decision of the Exchange or the Exchange Announcement of the decision

Within 5 trading days afterwards, apply to the Exchange for review.

14.2 An applicant who applies for review to the Exchange in accordance with the provisions of the preceding article shall submit the following documents: (3) The legal opinion issued by the law firm on the application for review;

 

12. Major asset reorganization of listed companies

"Administrative Measures for the Major Asset Reorganization of Listed Companies (Amended in 2020)"

Article 22: A listed company shall disclose at least the following documents on the next working day after the board of directors makes a major asset reorganization resolution:

(1) Resolutions of the board of directors and opinions of independent directors;

(2) The major asset reorganization plan of the listed company.

The major asset reorganization report, independent financial advisor's report, legal opinion, and the audit report, asset appraisal report or valuation report involved in the reorganization of the reorganization shall be announced at the same time as the notice of convening the general meeting of shareholders at the latest. If a listed company voluntarily discloses a profit forecast report, the report shall be reviewed by an accounting firm that meets the requirements of the Securities Law and announced at the same time as the major asset restructuring report.

Article 25: A listed company shall announce the resolution on the next working day after the resolution of a major asset reorganization is adopted by the general meeting of shareholders, as well as the law firm’s convening procedures for the meeting, the qualifications of the convener and attendees, the voting procedures, and Legal opinions issued by voting results and other matters.

 

13. Acquisition of listed companies

1. Article 48 of the "Administrative Measures for the Acquisition of Listed Companies", the purchaser intends to purchase more than 30% of the shares of listed companies by agreement, and the purchaser intends to comply with Article 62 and Article 63, paragraph 1, (1) of these Measures. Articles, (2), and (10) are exempted from making an offer, the listed company’s acquisition report shall be prepared within 3 days from the date when the acquisition agreement is reached with the shareholders of the listed company, the acquired company shall be notified, and the listing shall be announced. Summary of the company acquisition report.

The acquirer shall, within 5 days after the summary announcement of the acquisition report, announce its acquisition report, the professional opinion of the financial adviser, and the legal opinion issued by the lawyer; if the situation does not meet the provisions of Chapter VI of these Measures, it shall make an announcement and follow this The provisions of the second paragraph of Article 61 of the Measures shall be handled.

2. Article 38 of the "Guidelines for the Content and Format of Information Disclosure of Companies Publicly Issuing Securities No. 17-Tender Offer Report", the lawyers shall discuss the authenticity, accuracy, and accuracy of the content of this tender offer report in the legal opinion. Concluding observations issued for completeness.

 

14. Issuance of corporate bonds

Article 49 of the "Administrative Measures for the Issuance and Trading of Corporate Bonds", the audit reports, legal opinions, rating reports, and asset evaluation reports cited in the bond prospectus and other information disclosure documents shall be determined by those that comply with the provisions of the Securities Law Issued by a securities service agency.

Article 46: For the public issuance of corporate bonds, the issuer and the lead underwriter shall hire a law firm to witness the issuance process, allotment behavior, qualifications of investors participating in the subscription, capital allocation and other matters, and issue special legal opinions Book. Within ten working days after the publicly issued corporate bonds are listed, the lead underwriter shall submit the special legal opinions, underwriting summary report and other documents to the securities exchange.

 

15. Issuance of inter-bank bonds

Article 10 of the "Administrative Measures for the Issuance of Financial Bonds in the National Interbank Bond Market", financial institutions (excluding policy banks) shall submit the following documents to the People's Bank of China for issuing financial bonds: ...; (10) Laws issued by the issuer’s lawyers Submission;.......

 

16. Subprime mortgage bond issuance

Article 11 of the "Administrative Measures for the Issuance of Subordinated Bonds by Commercial Banks", commercial banks shall respectively submit applications to the China Banking Regulatory Commission and the People's Bank of China and submit relevant documents for the issuance of subordinated bonds (see Appendix 1 for the format of application materials). Mainly include: ……; (9) Legal opinion issued by the issuer’s lawyer; …….

 

17. The establishment of public funds

Article 51 of the "Securities Investment Fund Law of the People's Republic of China", to register a publicly offered fund, the proposed fund manager shall submit the following documents to the State Council's securities regulatory agency: ...; (5) Legal opinion issued by a law firm ;.......

 

18. Private equity fund manager registration, major event changes, and abnormal operating conditions

1. "Announcement on Further Regulating the Registration of Private Equity Fund Managers"

Since the date of this announcement, new applications for registration of private equity fund managers and registered private equity fund managers have undergone some major changes, and legal opinions issued by Chinese law firms must be submitted through the private equity registration and filing system.

 2. "Announcement on the submission of special legal opinions by private equity fund managers under abnormal operating conditions"

Private equity fund managers and their legal representatives, senior managers, actual controllers, or main contributors should report to the China Securities Investment Fund Industry Association (hereinafter referred to as the Association) when the following situations may affect the private equity fund managers’ continuous compliance with the registration requirements Submit a special legal opinion:

(1) The case has been filed and investigated by the public security, procuratorial and supervisory organs;

(2) Those listed as serious dishonest persons by administrative organs, and those who are listed as dishonest persons subject to enforcement by the people's courts;

(3) The circumstances are serious when an administrative punishment is imposed by the securities regulatory authority or a self-regulatory sanction by an exchange or other self-regulatory organization;

(4) Refusing or obstructing supervisory personnel or self-discipline management personnel from exercising supervisory inspection, investigative powers or self-discipline inspection powers in accordance with the law;

(5) Due to serious violations of laws and regulations, the securities regulatory authority suggests to the Association to adopt self-discipline management measures;

(6) Receiving many real-name complaints from investors, suspected of violating laws, regulations, and self-discipline rules, infringing on the legitimate rights and interests of investors, and failing to reasonably explain the complained matter to the association and investors;

(7) The situation of non-registration as specified in the Fourteen Questions and Answers on the Registration of Private Equity Funds occurs in the course of business operations;

(8) Other serious violations of laws and regulations and the "Guidelines for Internal Control of Private Equity Fund Managers" and other relevant provisions of self-discipline rules, operation and management are out of control, major risks occur, and the interests of investors are harmed.

 

19. The establishment of futures companies, equity changes, and applications for financial futures brokerage business qualifications

"Measures for the Supervision and Administration of Futures Companies (Revised in 2019)"

Article 13: To apply for the establishment of a futures company, the following application materials shall be submitted to the China Securities Regulatory Commission: ...; (12) Legal opinions issued by a law firm; ...

Article 17: To apply for the qualification of financial futures brokerage business, a futures company shall submit the following application materials to the China Securities Regulatory Commission: ...; (7) Legal opinion issued by a law firm; ....

Article 21: Where a futures company changes its equity and has the circumstances listed in Article 19 of these Measures, it shall submit the following relevant application materials: ...; (7) Legal opinions issued by a law firm; ....

 

20. Futures companies may violate regulations

According to Article 108 of the Measures for the Supervision and Administration of Futures Companies, the China Securities Regulatory Commission and its dispatched agencies may require that a futures company has one of the following circumstances, and may require it to hire an intermediary service agency to conduct special audits, evaluations or issue legal opinions:

(1) There are false records, misleading statements or major omissions in the annual report, monthly report or interim report of the futures company;

(2) Violating customer asset protection, futures margin safe deposit and monitoring regulations, or risk supervision index management regulations;

(3) Other situations recognized by the China Securities Regulatory Commission in accordance with the principle of prudential supervision.

Futures companies shall cooperate with the work of intermediary service agencies.

 

21. New OTC listing application, private placement, and private placement of more than 200 companies

``Measures for the Supervision and Administration of Non-listed Public Companies (2019 Amendment)''

Article 34: A company limited by shares whose stocks are transferred to a specific target has resulted in a total of more than 200 shareholders. The application documents shall be prepared in accordance with the relevant provisions of the China Securities Regulatory Commission within 3 months from the date of the occurrence of the above-mentioned acts. The application documents shall include but Not limited to: Directional transfer instructions, legal opinions issued by law firms, and audit reports issued by accounting firms. The company limited by shares shall apply to the China Securities Regulatory Commission for approval with the application documents. Before submitting the application documents, a company limited by shares shall notify all shareholders of the relevant information.

If the number of shareholders drops to less than 200 within 3 months, no application is required.

The transfer of stocks to specific objects shall be done by agreement in a non-disclosure manner. Applications for public transfer of stocks shall be handled in accordance with the provisions of Article 35 and Article 36 of these Measures.

Article 36: When a company with more than 200 shareholders applies for the public transfer of its shares, it shall prepare an application document for the public transfer in accordance with the relevant provisions of the China Securities Regulatory Commission. The application documents shall include, but are not limited to: a public transfer statement, issued by a law firm Legal opinions, audit reports issued by accounting firms that comply with the provisions of the Securities Law, recommendation documents issued by securities companies, and self-regulatory opinions of the national equity transfer system. The company applies for approval to the China Securities Regulatory Commission with the application documents.

The public transfer specification shall be disclosed before the public transfer.

Article 46: The company shall prepare application documents for targeted issuance in accordance with the relevant provisions of the China Securities Regulatory Commission. The application documents shall include but are not limited to: targeted issuance prospectus, legal opinions issued by law firms, and accountants in compliance with the provisions of the Securities Law Audit report issued by the firm, recommendation document issued by the securities company.

Article 58: The company shall prepare application documents for public offering in accordance with the relevant provisions of the China Securities Regulatory Commission. The application documents shall include, but are not limited to: public offering prospectus, legal opinions issued by law firms, and accountants in compliance with the provisions of the Securities Law The audit report issued by the firm, the stock issuance sponsorship letter issued by the sponsor, and the self-regulatory opinion of the national equity transfer system. The company applies for approval to the China Securities Regulatory Commission with the application documents.

 

22. Domestic companies directly or indirectly issue securities overseas, and list and trade their securities overseas

 1. "Approval for the overseas public offering of shares and listing (including additional issuance) by a company limited by shares"

(1) Catalogue of application materials and requirements: overseas initial public offering of shares (including common stocks, preferred stocks and other stocks and derivative forms of stocks)

(1) Application report and related documents. The content of the application report includes: company evolution and business overview, equity structure, corporate governance structure, financial status and operating performance, business risk analysis, development strategy, fund-raising purpose, description of compliance with overseas listing conditions, issuance and listing plan, etc.; related documents Including: resolutions of the general meeting of shareholders and the board of directors, business licenses, special industry licenses (if applicable), articles of association, contact forms of applicants and intermediaries;

(2) Regulatory opinions issued by industry regulatory authorities (if applicable);

(3) The relevant approval documents of the state-owned assets management department on the establishment of state-owned equity and the reduction (transfer) of state-owned shares (if applicable);

(4) Approval, approval or filing documents (if applicable) for investment projects with raised funds;

(5) The tax payment certificate issued by the taxation department in the past three years (main board) or two years (GEM);

(6) Domestic legal opinions;

(7) Prospectus (draft).

  2. Overseas issuance of additional shares (including common stocks, preferred stocks and other stocks and derivative forms of stocks)

(1) Application report and related documents. The content of the application report includes: company history, business overview, share capital structure, operating performance and financial status, fund-raising purposes, use of the previous raised funds, business risk analysis, business development goals, issuance plans, etc.; relevant documents include: shareholders' meeting and Relevant resolutions of the board of directors, contact form of applicants and intermediaries;

(2) Regulatory opinions issued by industry regulatory authorities (if applicable);

(3) The relevant approval documents of the state-owned assets management department regarding the reduction (transfer) of state-owned shares (if applicable);

(4) Approval, approval or filing documents (if applicable) for investment projects with raised funds;

(5) Tax payment certificate issued by the taxation department in the past year;

(6) Domestic legal opinions.

(2) Quantity and form of materials

The above materials are in triplicate, loose-leaf binding, and a CD-ROM. Both the application report and the domestic legal opinion should be the original, and the remaining materials should be one original and two copies, and the copies must be authenticated by a lawyer.

 

23. The establishment and modification of foreign-invested securities companies, and the establishment of subsidiaries by securities companies

1. Establish a foreign-invested securities company and change into a foreign-invested securities company

Administrative licensing requirements for the examination and approval of the establishment of securities companies

……; (14) Legal opinion

The legal opinion shall be jointly issued by two or more practicing lawyers in a domestic law firm and signed by the person in charge of the law firm. Lawyers shall express legal opinions on the basis of due diligence in accordance with laws, regulations and relevant provisions of the China Securities Regulatory Commission. At least include the following: 1. The authenticity, accuracy and completeness of the application materials; 2. Whether it meets the legal requirements for establishing a securities company; 3. Whether it meets the legal requirements for establishing a foreign-invested securities company; 4. Domestic and foreign shareholders and their Whether the actual controller meets the statutory requirements; 5. Whether the draft articles of association of the company comply with laws, regulations and the requirements of the China Securities Regulatory Commission; 6. Whether the procedures for establishing foreign-invested securities companies comply with laws, regulations and the requirements of the China Securities Regulatory Commission; 7. Domestic and foreign Whether the contract and related agreements signed by the shareholders regarding the establishment of a foreign-invested securities company are legal and valid.

2. Securities companies set up subsidiaries

Article 6 of the "Trial Provisions on the Establishment of Subsidiaries by Securities Companies (Revised in 2012)" stipulates that when a securities company applies for the establishment of a subsidiary, it shall submit the following documents to the China Securities Regulatory Commission: ...; (10) Legal opinions issued by a domestic law firm Book;…….

 

24. ABS establishment

Article 10 of the "Regulations on the Administration of Asset Securitization Business of Securities Companies and Fund Management Companies' Subsidiaries" stipulates that the administrator shall hire a law firm to give professional opinions on the relevant legal matters of the special plan and disclose legal opinions to qualified investors:

(1) Qualifications and powers of service organizations such as managers, sales organizations, custodians, etc.;

(2) Compliance with legal documents such as the plan specification, asset transfer agreement, custody agreement, and subscription agreement;

(3) The authenticity, legality, ownership and burden of basic assets;

(4) The legal validity of the transfer of basic assets;

(5) The effect of risk isolation;

(6) The legal validity of the recurring purchase (if any) arrangement;

(7) The legality and validity of the credit enhancement arrangement of the special plan;

(8) Opinions on other major issues that may affect the interests of asset-backed securities investors.