Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing on Shenzhen Stock Exchange
of
Legal opinion
Floor 41-42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
41-42F, Shenzhen Special Zone Press Tower, 6008 Shennan Blvd, Shenzhen, PRC
Tel: (+ 86) (755) 8351 5666 Fax: (+ 86) (755) 8351 5333
Website: http://www.grandall.com.cn.
February 2022
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing on Shenzhen Stock Exchange
Legal opinion
GLG / SZ / a3468 / FY / 2022-035 to: Guangdong Yuehai feed Group Co., Ltd
According to the entrustment contract for legal business of public offering and listing of Guangdong Yuehai feed Group Co., Ltd. signed with Guangdong Yuehai feed Group Co., Ltd., Guohao law firm (Shenzhen) appointed lawyer Wu Jianshe and lawyer Zou Mingjun as special legal counsel for the issuer's initial public offering and listing.
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), and the administrative measures for initial public offering and listing (2020 Amendment) (hereinafter referred to as the "administrative measures for initial public offering") The Listing Rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the "Listing Rules") and other laws and regulations, as well as the relevant provisions of the CSRC, In accordance with the compilation and reporting rules for information disclosure of public securities companies No. 12 - legal opinions and lawyer work report on public securities issuance, the measures for the administration of securities legal business of law firms (hereinafter referred to as the "practice measures") and the practice rules for securities legal business of law firms (trial) (hereinafter referred to as the "practice rules") This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on the facts and the law.
Section I Introduction
The following facts and opinions have been issued by the current laws and regulations of the China Securities Regulatory Commission or the relevant laws and regulations of the China Securities Regulatory Commission on the date of this letter:
1、 In accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities accordingly;
2、 In order to issue this legal opinion, our lawyers have conducted due diligence on the relevant situation of the issuer in advance, and obtained the following statements and guarantees from the relevant parties: the relevant parties have provided our lawyers with all relevant factual materials necessary and within their ability to issue this legal opinion, and the relevant written materials and written testimony are true and effective, The signatures and / or seals of all written documents are authentic, and all copies or copies are consistent with the original materials or originals; There are no false or misleading statements and no material omissions. Full reliance on the above statements and guarantees is the basis and premise for our lawyers to issue this legal opinion;
3、 Our lawyers agree to submit this legal opinion as a necessary legal document for the issuer's listing application together with other application materials to Shenzhen stock exchange for review, and are willing to bear corresponding legal liabilities for the authenticity, accuracy and integrity of this legal opinion according to law;
4、 The lawyer of our firm has examined and judged all documents and testimony related to this legal opinion, and issued this legal opinion accordingly; For the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms and other institutions, our lawyers have fulfilled the relevant obligations in accordance with the provisions and serve as the basis for issuing this legal opinion;
5、 Our lawyers only express opinions on the legality and relevant legal issues of the issuer's issuance, and do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the issuer's participation in the issuance. Our legal opinion refers to some data or conclusions in relevant accounting statements, audit and asset evaluation reports, Except for the express opinions of our lawyers, it does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to verify and evaluate the contents of these documents;
6、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion;
7、 This legal opinion is only used by the issuer for the purpose of this listing and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of this issuance and listing
(I) on November 17, 2020, the issuer held the second extraordinary general meeting of shareholders in 2020, The meeting deliberated and adopted the proposal on the initial public offering and listing of the company, the proposal on the investment projects raised by the initial public offering of the company, the proposal on the distribution of accumulated profits before the initial public offering of the company, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the initial public offering and listing of the company And other proposals related to this issuance and listing.
After verification, our lawyers believe that the content of the resolution on the listing proposal of the issuer's second extraordinary general meeting in 2020 is legal and effective, and the scope of authorization and authorization procedures granted by the general meeting to the board of directors are legal and effective.
(II) on January 14, 2022, the issuer obtained the reply on Approving the initial public offering of shares by Guangdong Yuehai feed Group Co., Ltd. (zjxk [2022] No. 110) issued by the China Securities Regulatory Commission, which approved the issuer to issue no more than 100 million new shares.
(III) on February 14, 2022, the issuer obtained SZS [2022] No. 146 notice on the listing of RMB common shares of Guangdong Yuehai feed Group Co., Ltd. issued by Shenzhen Stock Exchange, and agreed to the listing of RMB common shares issued by the company on Shenzhen Stock Exchange. The securities are referred to as "Yuehai feed" for short and the securities code is "001313".
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the approval and authorization required by laws, regulations and normative documents according to its progress stage, and has obtained the examination and approval of Shenzhen Stock Exchange..
2、 The issuer's subject qualification for this issuance and listing
(I) basic information of the issuer
Name: Guangdong Yuehai feed Group Co., Ltd
Unified social credit code 9144080061780376xu
Address: No. 22, Jichang Road, Xiashan District, Zhanjiang City
Legal representative: Zheng Shixuan
Registered capital: 600 million yuan
Company type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China, unlisted)
Production and sale of aquatic feed; Import and export of feed raw materials (except grain); Water Quality
Improver, vitamin premixed feed (livestock and aquatic products), compound premixed feed
(livestock and aquatic products), microbial additives, feed additives, organic fertilizers and micro
Wholesale of biological fertilizer; Purchase and wholesale of aquaculture machinery and equipment; Sales beast
Nature of Business
Medicine. (except those involving restrictions, those involving industrial license management shall operate with a license) (Part I)
The said business scope does not involve the special management measures for foreign-invested enterprises stipulated by the state)
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments
(moving)
Date of establishment: January 13, 1994
(II) the issuer is a joint stock limited company established according to law and continuously operated for more than three years
The issuer is Yuehai Co., Ltd., which is established as a joint stock limited company according to the overall change of the original book net asset value into shares. On March 16, 2016, the issuer obtained the approval certificate of the people's Republic of China for enterprises invested by Taiwan, Hong Kong, Macao and overseas Chinese with the approval number of "Shang Wai Hui Yue Gu Zheng Zi [1993] No. 0203" issued by the people's Government of Guangdong Province. On March 23, 2016, The issuer has obtained the business license with the unified social credit code of 9144080061780376xu issued by Zhanjiang Administration for Industry and commerce. After the lawyers of the firm have verified the information of the national enterprise credit information publicity system and the articles of association and business license of the issuer, as of the date of issuance of this legal opinion, the issuer has no circumstances that need to be terminated in accordance with laws, regulations, normative documents and the articles of Association. The establishment of the issuer complies with the provisions of laws, regulations and normative documents at that time, and the issuer has been in continuous operation for more than three years since its establishment.
(III) the registered capital of the issuer has been paid in full
As of the date of issuance of this legal opinion, the registered capital of the issuer has been paid in full, the property right transfer procedures of the assets used as capital contribution by the sponsors and shareholders have been completed, and there is no major ownership dispute over the main assets of the issuer, which is in line with the provisions of Article 10 of the measures for the administration of initial public offering.
(IV) according to the prospectus and verified by our lawyers, the issuer's main business is the R & D, production and sales of aquatic compound feed. As of the date of issuance of this legal opinion, the actual business activities of the issuer are consistent with its approved business scope. The issuer's production and business activities comply with the provisions of laws, administrative regulations and the articles of association, the national industrial policies and Article 11 of the measures for the administration of initial public offering. (V) upon verification by lawyers of the exchange, the issuer's main business, directors and senior managers have not changed significantly in the past three years, and the actual controller has not changed, which is in line with Article 12 of the measures for the administration of initial public offering.
(VI) after verification by the lawyers of the exchange, the equity of the issuer is clear, and there is no major ownership dispute over the shares of the issuer held by the controlling shareholders of the issuer and the shareholders controlled by the controlling shareholders and actual controllers, which is in line with the provisions of Article 13 of the measures for the administration of initial public offering.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has the subject qualification of this issuance and listing.
3、 Substantive conditions for this issuance and listing
According to the approval of Guangdong Securities Regulatory Commission (hereinafter referred to as "jzjz No. [2022]) on the initial public offering of funds issued by the China Securities Regulatory Commission (hereinafter referred to as" jzjz No. [2022]) and the approval of the China Securities Regulatory Commission (hereinafter referred to as "jzjz") on the initial public offering of shares of the company, The issuer's issuance has been approved by the CSRC, and the shares have been publicly issued, which complies with the provisions of item (I) of article 3.1.1 of the listing rules.
(II) after verification by the lawyers of the exchange, the issuer has a perfect corporate governance structure and has established and improved the systems of general meeting of shareholders, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law. As of the date of issuance of this legal opinion, the functional departments and personnel of the above-mentioned issuer have been able to perform their duties according to law, and the issuer has a sound and well functioning organization, which is in line with the provisions of item (II) of article 3.1.1 of the listing rules.
(III) according to the audit report issued by Tianzhi International Certified Public Accountants, the issuer has the ability of sustainable operation and is in good financial condition, which meets the provisions of item (III) of article 3.1.1 of the listing rules.
(IV) the total share capital of the issuer before this issuance is RMB 600 million. According to the announcement on the issuance results of initial public offering of shares by Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the "announcement on the issuance results") and the capital verification report No. [2022] 2619 issued by Tianzhi International Certified Public Accountants, the issuer issued 100 million shares this time, All new shares are issued without transfer of old shares. After the completion of this offering, the total share capital of the issuer is RMB 70 million
