The legal affairs of the Securities Department of the Exchange are mainly the transformation of shares and the issuance and listing of shares, including the issuance and listing of A shares (allotment of shares, additional issuance of new shares), the issuance and listing of convertible bonds, the issuance and listing of B shares, the issuance and listing of H shares, the issuance and listing of shares issued by domestic enterprises to overseas exchanges such as the Hong Kong Growth Enterprise Board, and the issuance and listing of shares overseas by overseas companies involving domestic interests. For the above legal affairs, the lawyer acts as the client's special legal counsel, conducts legal advice, program planning, document drafting and review of various legal documents required for reporting, and issues lawyers' work memorandums and legal opinions or verification records.

(1) Only a joint

stock limited company may issue shares and list them. Therefore, a company that does not meet the conditions for listing of a joint stock limited company shall first undergo a joint stock reform. In the process of joint-stock reform, the legal affairs mainly include: 1. Assisting in

the forecast of benefits and the formulation of the overall plan for joint-stock restructuring;
2. Assisting the share reform enterprise in defining property rights and clarifying property rights;
3. Assisting the share reform enterprise in formulating the plan for establishing a joint-stock company, such as the establishment method, share capital structure, organizational structure, etc.;
4. Draft legal documents such as the articles of association for share reform enterprises; 5. Provide legal
advice on specific issues of shareholding reform;
6. Issue a legal opinion on the establishment of a joint stock limited company;
7. Other legal matters.

(2) Share issuance and listing legal business

1. Review whether the issuer has the main qualifications for share issuance and listing, assist in drafting the company's articles of association and other relevant legal documents;
2. Participate in the issuer's overall plan design for share issuance and listing, and review the issuer's asset restructuring, shareholding arrangements, related relationships, substantive conditions for issuance and listing, Provide legal advice on legal issues related to the use of funds raised, etc.;
3. Prepare in advance for the exclusion of legal obstacles, litigation or other issues that may exist in the issuer's issuance and listing;
4. Review and confirm all application documents and other relevant materials provided by the issuer, and raise and help solve problems in application documents and related materials in accordance with laws and regulations;
5. Review the legality of the issuer's share issuance and listing, issue legal opinions. The review includes:
(1) Review the issuer's main qualifications for issuing shares;
(2) Review the authorization and approval of the issuance and listing;
(3) Review the substantive conditions of the issuance and listing;
(4) Review the issuer's draft articles of association or articles of association;
(5) Review the issuer's related transactions and interbank competition;
(6) Review the issuer's major property;
(7) Review the issuer's significant debts and liabilities;
(8) Review the issuer's environmental protection and Product quality standards;
(9) Review the compliance of the issuer's directors, supervisors and other senior management personnel with laws, regulations and articles of association;
(10) Review the issuer's litigation, arbitration or administrative penalties;
(11) Review the issuer's tax issues;
(12) Review the use of the issuer's offering funds;
(13) Review the issuer's merger and acquisition;
(14) Other issues that lawyers believe need to be reviewed. 6.
Assist the issuer in reviewing and regulating the offering the prospectus, the listing company's letter, the resolution of the preparatory committee meeting, the resolution of the board of directors of the affiliated enterprise, the resolution of the general meeting of shareholders, and other documents;
7. Assist the issuer in preparing the underwriting agreement;
8. Assist the lead underwriter in coaching the issuer on shareholding restructuring and issuance and listing;
9. Other securities legal services.

(3) Listed company delisting legal business

1. The listed company delists and issues a legal opinion;
2. The delisted company relists and issues a legal opinion.