Guohao law firm (Beijing)
about
Ginlong Technologies Co.Ltd(300763)
Issue convertible corporate bonds to unspecified objects
of
Legal opinion
Beijing Shanghai Shenzhen Hangzhou Kunming Tianjin Chengdu Ningbo Fuzhou Xi’an Nanjing Nanning Jinan Chongqing Suzhou Changsha Taiyuan Wuhan Guiyang Urumqi Zhengzhou Shijiazhuang Hefei Hainan Nanchang Hong Kong Paris Madrid Silicon Valley Stockholm New York
BEIJING SHANGHAI SHENZHEN HANGZHOU GUANGZHOU KUNMING TIANJIN CHENGDU NINGBOFUZHOU XI’AN NANJING NANNING JINAN CHONGQING SUZHOU CHANGSHA TAIYUAN WUHAN GUIYANG URUMQI ZHENGZHOU SHIJIAZHUANG HEFEI HAINAN QINGDAO NANCHANG HONG KONG
PARIS MADRID SILICON VALLEY STOCKHOLM NEWYORK
9th floor, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing 100026
9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China
Tel: (+ 86) (10) 6589 0699 Fax: (+ 86) (10) 6517 6800
Website: www.grandall.com com. cn.
2021
Guohao law firm (Beijing)
about
Ginlong Technologies Co.Ltd(300763)
Issue convertible corporate bonds to unspecified objects
of
Legal opinion
Guo Hao Jing Zheng Zi [2021] No. 0335 to: Ginlong Technologies Co.Ltd(300763)
According to the employment agreement on special legal services signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for this issuance. The handling lawyers of the exchange shall, in accordance with the securities law, the company law and other laws Regulations and the measures for the administration of issuance and registration, 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 rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities issued by the CSRC In accordance with the provisions of normative documents and the facts that have occurred or exist before the issuance date of this legal opinion, this legal opinion is issued on matters related to this issuance of the issuer in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
catalogue
interpretation…… three
Part I Introduction five
The second part is the main body seven
1、 Approval and authorization of this offering 7 II. The issuer’s subject qualification for this offering 19 III. substantive conditions of this offering 21 IV. establishment of the issuer 24 v. independence of the issuer 24 VI. controlling shareholders and actual controllers 27 VII. The share capital of the issuer and its evolution VIII. Business of the issuer IX. related party transactions and horizontal competition 31 X. main property of the issuer 40 Xi. Major creditor’s rights and debts of the issuer 43 XII. Major asset changes and mergers and acquisitions of the issuer 44 XIII. Formulation and amendment of the issuer’s articles of Association 44 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 45 XV. Directors, supervisors and senior managers of the issuer and their changes 45 XVI. Tax of the issuer 51 XVII. Environmental protection, product quality and technical standards of the issuer 52 XVIII. Application of funds raised by the issuer 52 XIX. Business development objectives of the issuer 53 XX. Litigation, arbitration or administrative punishment of the issuer 53 21. Evaluation of legal risk of the issuer’s prospectus 54 22. Other issues to be explained 54. Concluding observations fifty-seven
interpretation
In this legal opinion, unless otherwise specified herein, the following words have the following meanings:
Issuer, company and jinlang refer to Ginlong Technologies Co.Ltd(300763) (former name: Technology Department of Ningbo Jinlang New Energy Technology Co., Ltd.), stock code “300763”
This issuance refers to the issuance of no more than 980 million yuan (including this amount) of convertible bonds by the company to unspecified objects.
The issuance plan refers to the issuance plan of convertible bonds determined at the 27th meeting of the second board of directors and the 30th issuance plan of the second board of directors, the 2020 annual general meeting of shareholders and the third extraordinary general meeting of shareholders in 2021
Convertible bonds refer to convertible corporate bonds
Jinlang Co., Ltd. refers to Ningbo Jinlang New Energy Technology Co., Ltd., which is the predecessor of the issuer
Jinlang power refers to Ningbo Jinlang Power Co., Ltd., a subsidiary of the issuer
Jinlang Hong Kong refers to jinlang (Hong Kong) Co., Ltd., a subsidiary of the issuer
Solis refers to Solis Australia Limited, whose English name is Solis Australia Pty Ltd., which is a subsidiary of the issuer
Jimi enterprise management refers to Ningbo Jimi Enterprise Management Co., Ltd
Ningbo xinqijin Cecep Solar Energy Co.Ltd(000591) Power Generation Co., Ltd., formerly a joint-stock subsidiary of jinlang power, has transferred its equity to Ningbo Ningdian New Energy Development Co., Ltd. in August 2019
Dongyuan venture capital refers to Ningbo Dongyuan Venture Capital Co., Ltd., which is the shareholder of the issuer
Jucai caiju refers to Ningbo Jucai caiju Investment Management Co., Ltd. (formerly known as Ningbo Jucai Energy Technology Co., Ltd.), which is the shareholder of the issuer
Huatong Hengde refers to Ningbo high tech Zone Huatong Hengde venture capital partnership (limited partnership), which is the shareholder of the issuer
Domestic subsidiaries / overseas subsidiaries included in the consolidated statement as of June 30, 2021
The rules of procedure of the Ginlong Technologies Co.Ltd(300763) general meeting of shareholders refer to the rules of procedure of the general meeting of shareholders
The rules of procedure of the board of directors refer to the rules of procedure of the Ginlong Technologies Co.Ltd(300763) board of directors and the rules of procedure of the board of supervisors refer to the rules of procedure of the Ginlong Technologies Co.Ltd(300763) board of supervisors
2016-2018 annual audit refers to the annual audit report of 2016-2018 audit report of Ningbo Jinlang New Energy Technology Co., Ltd. issued by Tianjian accountant (tianjianshen [2019] No. 68)
The 2019 audit report refers to the 2019 audit report of Ningbo Jinlang New Energy Technology Co., Ltd. (TJs [2020] No. 1108) issued by Tianjian accountant
The 2020 audit report refers to the Ginlong Technologies Co.Ltd(300763) 2020 audit report issued by Tianjian Certified Public Accountants (TJs [2021] No. 4288)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd. and its branches
This office refers to Guohao law firm (Beijing)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Company law means the company law of the people’s Republic of China as amended / amended from time to time
Securities Law means the securities law of the people’s Republic of China as amended / amended from time to time
The issuance and registration administration office refers to the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (reviewed and approved by the law on June 1, 2020).
The articles of association refers to the articles of association of Jinlang Technology Co., Ltd. then or in force of the issuer, unless otherwise specified
“Prospectus” or “prospectus” refers to the prospectus for issuing convertible corporate bonds to unspecified objects on the Ginlong Technologies Co.Ltd(300763) gem
Lawyer’s work report refers to the lawyer’s work report issued together with this legal opinion for the project of issuing convertible corporate bonds to unspecified objects
The reporting period refers to January June of 2018, 2019, 2020 and 2021.
China refers to the people’s Republic of China and is only for the purpose of issuing this report, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Part I Introduction
This legal opinion only expresses opinions on legal issues related to this offering, and only expresses legal opinions in accordance with the current Chinese laws. For the issuance of the lawyer work report and this legal opinion, the handling lawyer of this office hereby makes the following statement:
(I) according to the facts that have occurred or existed before the issuance date of this legal opinion, the handling lawyer of this office has strictly performed the legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
(II) the handling lawyer of the exchange agrees to submit this legal opinion as a necessary legal document for the issuer to apply for this issuance together with other materials, and bear corresponding legal liabilities according to law.
(III) the handling lawyer of this exchange agrees that the issuer and other intermediaries may quote some or all of the relevant contents of this legal opinion and lawyer work report in the application documents of this issuance or in accordance with the requirements of the CSRC, but the quotation shall not take any way that may lead to deviation in the understanding of the opinions of this exchange.
(IV) the handling lawyers of the exchange only express their opinions on the legal issues related to the issuer’s issuance, and do not express their opinions on other professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in the accounting statements, audit reports and asset appraisal reports in this legal opinion, the handling lawyer of this office only relies on the legal professional knowledge and the duty of care of ordinary people to make reasonable judgment, which does not mean that this office makes any express or implied guarantee for the correctness and accuracy of these data and conclusions. The exchange is not qualified to verify and evaluate such data.
(V) the issuer has guaranteed that it has provided all relevant factual materials necessary for the issuance of this legal opinion to the handling lawyer of the exchange, and the relevant written materials and written testimony are true and effective without any major omission and misleading statement, and the copies of the materials provided are identical with the original
