Beijing Dacheng Law Firm
About Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Year 2021
Issuing A-share shares to specific objects through summary procedures
Legal opinion
Dachengzheng Zi [2022] No. 017
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, No. 10, Chaoyangmen South Street, Chaoyang District, Beijing
16-21F, Tower B, ZT INTERNATIONAL CENTER, No.10,
Chaoyangmen Nandajie, Chaoyang District, Beijing
Tel: +86 10-58137799 Fax: +86 10-58137788
catalogue
catalogue 2 interpretation 4 part I statement 7 part II text 9 I. approval and authorization of this issuance 9 II. Subject qualification of this offering 9 III. substantive conditions of this offering 9 IV. establishment of the issuer 14 v. independence of the issuer 15 VI. major shareholders and actual controllers of the issuer 16 VII. Share capital and evolution of the issuer 18 VIII. Business of the issuer 18 IX. related party transactions and horizontal competition 19 X. main property of the issuer 22 Xi. Major creditor’s rights and debts of the issuer 23 XII. Major asset changes and mergers and acquisitions of the issuer 23 XIII. Formulation and amendment of the articles of association of the issuer 24 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 24 XV. Directors, supervisors and senior managers of the issuer and their changes 24 XVI. Tax of the issuer 25 XVII. The issuer’s standards for environmental protection, safety production, product quality and Technology twenty-five
18、 Application of funds raised by the issuer 26 XIX. Business development objectives of the issuer 26 XX. Litigation, arbitration or administrative punishment 26 21. Evaluation of legal risk of the issuer’s prospectus 27. General concluding comments on this offering and listing twenty-seven
interpretation
Unless otherwise specified, the following terms in this legal opinion have the following meanings: issuer / Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) / refers to Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) company
Jianlong Chemical Co., Ltd. refers to Luoyang Jianlong Chemical Co., Ltd., which was a limited liability company before the company was changed into a joint stock limited company
Shenyunlong investment refers to Shenzhen shenyunlong Investment Development Co., Ltd
CSI Kaiyuan refers to Henan CSI Kaiyuan venture capital fund (limited partnership)
Woyan investment refers to Shanghai woyan venture capital partnership (limited partnership)
Huanghe Tiancheng refers to Beijing Huanghe Tiancheng Investment Management Center (limited partnership)
Bauhinia investment refers to Fuzhou Jinyuan Bauhinia venture capital partnership (limited partnership)
Civil rights investment refers to Minquan County Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Fund (limited partnership)
Purun investment refers to Anyang Purun high tech Industry Investment Fund (limited partnership)
Shanghai duohua refers to Shanghai duohua International Trade Co., Ltd., which has been cancelled
Laiyi investment refers to Laiyi investment management partnership (limited partnership) in Ningbo Meishan free trade port area
Zhengzhou Huazhu refers to Zhengzhou Huazhu Technology Co., Ltd., which has been renamed hainanyang Sentai Technology Co., Ltd
Wojie investment refers to Suzhou Wojie equity investment partnership (limited partnership)
Bauhinia investment phase II refers to Jinyuan Bauhinia Jiayi phase II investment partnership (limited partnership)
Zhengzhou Rongying refers to Zhengzhou Rongying enterprise management consulting center (general partnership)
Qingyuan Jianlong refers to Beijing Qingyuan Jianlong Gas Technology Co., Ltd
Donggu alkali industry refers to Luoyang Donggu Alkali Industry Co., Ltd
Jianyang technology refers to Luoyang Jianyang Technology Co., Ltd., a wholly-owned subsidiary of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Hailong precision casting refers to Luoyang Hailong Precision Casting Co., Ltd
Thailand Jianlong refers to jalong (Thailand) Company Limited, a wholly-owned subsidiary of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
This issuance refers to the issuance of A-Shares by the issuer to specific objects in 2021 through simple procedures
This issuance plan refers to the plan for the company to issue shares to specific objects through simple procedures in 2021
This issuance and raising refers to the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects through simple procedures in 2021
Analysis Report
The reporting period refers to 2018, 2019, 2020 and January September 2021
The audit report refers to the audit report and financial statements for the year of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2020 (xksbz [2021]) issued by Lixin Certified Public Accountants (special general partnership) on April 7, 2021
The national share transfer system refers to the national share transfer system for small and medium-sized enterprises
Zhongtonghua appraisal refers to Beijing zhongtonghua Asset Appraisal Co., Ltd
Ruihua certified public accountants refers to Ruihua Certified Public Accountants (special general partnership)
Lixin means Lixin Certified Public Accountants (special general partnership)
The Company Law refers to the company law of the people’s Republic of China applicable to the issuer in various periods since its establishment
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The registration management measures refer to the measures for the administration of the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation), the listing regulations of the science and Innovation Board refer to the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, and the issuance of the science and Innovation Board refers to the rules for the municipal examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange
Article 12 of the preparation and reporting rules refers to the preparation and reporting rules for information disclosure of public securities companies No. 12 – company’s legal opinion and lawyer’s work report on issuing securities
The legal opinion of Beijing Dacheng Law Firm on Luoyang Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) new materials Co., Ltd. refers to the legal opinion of the limited company on Issuing A-share shares to specific objects through summary procedures in 2021
The lawyer’s work report of Beijing Dacheng Law Firm on Luoyang Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) new materials Co., Ltd. refers to the lawyer’s work report on the issuance of A-share shares to specific objects through summary procedures in 2021
This office / Dacheng refers to Beijing Dacheng Law firm
Zhongtian Guofu / lead underwriter refers to the underwriter / sponsor of Zhongtian Guofu Securities Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Municipal Supervision Bureau refers to the market supervision and Administration Bureau
Administration for Industry and Commerce means the Administration for Industry and commerce
Environmental Protection Bureau refers to Environmental Protection Bureau / ecological environment bureau
China / territory refers to the people’s Republic of China. For convenience of expression, the legal opinion excludes Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
RMB, ten thousand yuan refers to RMB, ten thousand yuan
Special note: the data listed in this legal opinion may be rounded, and the sum directly added with the relevant single data may be slightly different in the mantissa.
Beijing Dacheng Law Firm
About Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Issuance of A-Shares to specific objects through summary procedures in 2021
Legal opinion
Dachengzheng Zi [2022] No. 017 to: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Beijing Dacheng Law Firm accepted the entrustment of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) to act as its special legal adviser for issuing A-share shares to specific objects through summary procedures in 2021 within the territory of the people’s Republic of China.
In accordance with the provisions of relevant laws, regulations and normative documents such as the securities law, the company law, the Listing Rules of the Kechuang board, the review rules for the issuance and listing of the Kechuang board, the Compilation Rules No. 12, the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued for the issuer’s issuance.
Part I statement
Based on the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the current laws and regulations of China and the relevant provisions of the CSRC, our lawyer hereby makes the following statement:
(I) in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their legal duties and followed the principles of diligence and good faith, The company has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
(II) the exchange only expresses its opinions on the legality and relevant legal issues of the issuer’s issuance, and does not express any opinions on the accounting, audit, asset evaluation, internal control and other professional matters involved in the issuer’s issuance. In this legal opinion, the relevant financial and accounting reports (the financial data from January to September 2021 have not been audited) and audit reports (the financial data of 2018 have been audited by Ruihua Certified Public Accountants (special general partnership); The financial data of 2019 and 2020 have been audited by Lixin Certified Public Accountants (special general partnership), asset evaluation report, internal control assurance report and internal control audit report. The quotation of some data and conclusions does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions except for the express opinions of the exchange, Our lawyers are not properly qualified to verify and evaluate the contents of these documents.
(III) in this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
(IV) the issuance of this legal opinion has been guaranteed by the issuer as follows:
1. The issuer has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion;
2. The documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent and consistent with the original.
(V) for the fact that this legal opinion is very important and cannot be supported by independent evidence, this firm and its lawyers issue legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
(VI) the exchange agrees to take the legal opinion and lawyer work report as the necessary legal documents for the issuer’s issuance, report them together with other application materials, and is willing to bear corresponding legal liabilities. (VII) the exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus (draft application) by itself or in accordance with the review requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
(VIII) the exchange does not authorize any unit or individual to make any explanation or explanation on the legal opinion and lawyer work report.
(IX) this legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry,
