Lawyer's production of legal opinions and work reports

1 Purpose and subject matter

1.1 This Code is developed to guide lawyers in the production of legal opinions and work reports.

1.2 This Code specifies the scope and basic requirements, basic contents, issuing procedures, modification procedures, feedback opinions and working papers of legal opinions and work reports issued by lawyers.

2 Scope of application

2.1 This Code applies to all lawyers of the Firm.

2.2 The following persons should be familiar with this specification:

1) Lawyer

2.3 The following persons should be aware of this specification:

1) Business support staff

3 terms

3.1 Legal opinion: Refers to the concluding observations clearly issued by lawyers on relevant legal issues.

3.2 Lawyer's work report: refers to the lawyer's detailed and complete explanation of the performance of the due diligence, the basis for the opinions or conclusions expressed in the legal opinion, the process of verification verification, the necessary information or the text of the file.

3.3 Working papers: refers to the work records formed by lawyers in the process of making legal opinions and work reports, as well as the files, meeting minutes and conversation records obtained at work.

4 responsibilities

The preparation and revision of this Code shall be proposed by the Standardization Committee of the Stock Exchange and shall be promulgated by the Director after approval by the Partner Meeting.

5 Reference laws and regulations

Company Law of the People's Republic of China

Securities Law of the People's Republic of China

China Securities Regulatory Commission, "Regulations for the Information Disclosure of Publicly Issued Securities Companies"

6 Issue range and basic requirements

6. A lawyer may issue a legal opinion or a lawyer's work report to the client in the following circumstances:

The client asks the lawyer to express a concluding observation on the relevant legal issues;

Required by our homework file;

In the course of undertaking a case or legal affairs, the lawyer considered it necessary to issue a legal opinion and a lawyer's work report.

6.2 Relevant laws, regulations, rules and the archives of the firm have clearly defined the contents of legal opinions and lawyers' work reports. Lawyers should comply with relevant regulations when making legal opinions and lawyers' work reports. If some specific regulations do not apply to the client, the lawyer may make appropriate changes according to the actual situation, but the reasons for the change should be explained to the client.

6.3 The terms used by lawyers to issue legal opinions and lawyers' work reports should be concise and clear, and the words “substantially eligible” or “substantially eligible except xxx” should not be used. Lawyers shall express their reservations and explain the reasons for matters that do not comply with the relevant laws, regulations, rules, the provisions of the operation files of the Exchange, or that they have been unable to make an accurate judgment on the nature of their legality or their legality.

7 basic content

7.1 Basic content of legal opinions

7.1.1 At the beginning of the legal opinion

The beginning of the legal opinion should state whether the lawyer issued a legal opinion in accordance with the relevant laws, regulations and rules, in accordance with the recognized business standards, ethics and diligence of the lawyer industry.

Lawyers shall undertake to issue legal opinions in accordance with the provisions of relevant laws, regulations and rules and the facts that have occurred or existed before the date of issuance of this legal opinion.

Lawyers should promise to strictly perform their statutory duties, follow the principles of diligence, diligence and good faith, and fully verify the legality, compliance, truthfulness and validity of the entrusted matters of the principal, and ensure that the legal opinions and lawyers' work reports do not exist. False records, misleading statements and major omissions.

Lawyers should undertake to agree to bear legal responsibility for legal opinions and lawyers' work reports.

The lawyer shall promise to agree to the client to quote some or all of the contents of the legal opinion or the lawyer's work report, but the client may not make legal ambiguity or misinterpretation due to the reference.

Lawyers may make other appropriate statements, but may not make a disclaimer that violates the recognized industry standards, ethics, and diligence of the lawyers industry.

7.1.2 The body of the legal opinion

On the basis of full verification and verification, the lawyer shall clearly express concluding opinions on the matters entrusted by the client. The concluding observations published should include whether it is legal and compliant, whether it is true and effective, whether there is a dispute or potential risk.

7.1.3 General concluding observations

The lawyer should deal with the violations of the law and the general concluding opinions.

If the lawyer has been diligent and diligent and still cannot make a positive opinion, he should make a reservation and explain the corresponding reasons.

7.2 Basic content of the lawyer's work report

7.2.1 At the beginning of the lawyer's work report

The beginning of the lawyer's work report should state whether the lawyer issued a lawyer's work report in accordance with the relevant laws, regulations and rules, in accordance with the recognized business standards, ethics and diligence of the lawyer industry.

7.2.2 Introduction to Lawyer Work Report

You can introduce lawyers and law firms, including the place of registration and time, the scope of business, the number of practicing lawyers, the practice record of the signature lawyers, their main experiences and contact information.

Explain the working process of the lawyer's legal opinion, including the situation of communication with the client, the inspection, visit, conversation record, on-site investigation record, inspection of the file, and working hours of the client.

7.2.3 Lawyer's work report text

According to the relevant laws, regulations, rules and the statutes of the principal, whether the entrusted matters are legal and valid, whether there are legal obstacles, risks that may arise, etc.

Other issues that lawyers believe need to be explained.

8 issuing program

8.1 The legal opinion submitted by the client and the lawyer's work report shall be the official text signed by at least one practicing lawyer and stamped with the official seal and date of signature.

8.2 Legal opinions and lawyers' work reports shall be reviewed and signed by the at least two partners before being sealed by the Exchange.

9 Modifications and feedback

9.1 After the legal opinion signed by the lawyer and the lawyer's work report are submitted to the client, they may not be withdrawn for revision. If the lawyer believes that it needs to be supplemented or corrected, a supplementary legal opinion and a lawyer's work report shall be issued separately.

9.2 After the legal opinion and the lawyer's work report are submitted to the client, the lawyer should pay attention to the feedback from the client. If the client raises a question about the legal opinion and the lawyer's work report, the lawyer may, if he deems it necessary, issue a supplementary legal opinion and a supplementary report.

10 working papers

10.1 At the same time as the lawyers produce legal opinions and lawyers' work reports, they should produce working papers.

10.2 Lawyers should produce working papers in a timely, accurate and authentic manner. The quality of the working papers is an important basis for judging whether lawyers are diligent and responsible.

10.3 The working paper should include the following:

The lawyer shall bear the basic information of the project, including the name of the principal, the name of the project, the time or period of production of the project, and the workload statistics;

a record of the work plan and its operating procedures for the production of legal opinions and lawyer work reports;

The relevant information on the establishment and history of the principal, such as the establishment of an approval certificate, business license, contract, articles of association, etc.

a summary or copy of a major contract, agreement, and other important files and minutes;

Records of the communication with the client and related personnel, relevant information and detailed explanations of the client's information inspection, investigation visit records, correspondence, site survey records, and access to the file list;

A written guarantee or a copy of the statement of the principal and related personnel;

a description of the reservations and difficult questions;

Other important information related to the issuance of legal opinions and work reports of lawyers.

10.4 The above information should indicate the source. Any record involving a lawyer to investigate the relevant party shall be signed by the party and the lawyer himself.

10.5 The working papers shall be filed by the contractor in accordance with the provisions of ty/gl05.03 “Methods for Filing of Lawyers' Business Archives”.

11 References

Ty/gl02.01 "lawyer practice norms"

Ty/gl02.02 "Professional Ethics and Practice Discipline Rules"

Ty/gl05.03 "Rules for the filing of lawyers' business files"