Core Viewpoint - The special legal opinion issued by Guangdong Xinda Law Firm regarding Beijing Zhongchang Shiji Information Technology Co., Ltd. focuses on the abnormal performance of the company prior to its restructuring, confirming that the company has complied with its commitments and has not engaged in any irregularities or violations [2][3][8]. Group 1: Legal Compliance and Verification - Guangdong Xinda Law Firm conducted a thorough investigation and confirmed that the facts presented in the legal opinion are true, accurate, and complete, with no false records or misleading statements [3][5]. - The law firm relied on original documents and statements provided by the company, ensuring that there were no omissions or false representations [5][6]. - The law firm stated that it only provides legal opinions on domestic legal issues related to the transaction and does not guarantee the accuracy of financial or accounting matters [3][4]. Group 2: Company Commitments and Performance - Since its listing, the company and its controlling shareholders have fulfilled their main commitments, with no irregularities or failures in commitment performance [8][9]. - The company has not engaged in any illegal fund occupation or external guarantees in the past three years, as verified by the law firm [8][9]. - The company and its key personnel have not faced any administrative or criminal penalties in the last three years, nor have they been subject to regulatory measures by the exchange or the China Securities Regulatory Commission [9][10]. Group 3: Administrative Penalties and Impact - A subsidiary of the company, Shiji Payment Technology (Guangxi) Co., Ltd., was fined a total of 4.78 million yuan for non-compliance in payment services, but this penalty is not considered a significant violation affecting the main company [10][11]. - The penalty was deemed minor and did not involve severe consequences such as business restrictions or license revocation, thus not impacting the restructuring transaction [10][11][12]. - The subsidiary's actions did not significantly affect the company's main business revenue or net profit, as they accounted for less than 5% of the total [12].
石基信息: 信达律师事务所关于北京中长石基信息技术股份有限公司重组前业绩异常情形之专项核查意见