Shanghai jintiancheng law firm
About Guangzhou jusailong Engineering Plastics Co., Ltd
IPO and listing on GEM
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters 2 interpretation 5 text seven
1、 Approval and authorization of this offering and listing seven
2、 The issuer's subject qualification for this issuance and listing seven
3、 The issuer's substantive conditions for this issuance and listing seven
4、 Establishment of the issuer eleven
5、 Independence of the issuer eleven
6、 The share capital and evolution of the issuer twelve
7、 Sponsors and shareholders (actual controllers) twelve
8、 Subsidiaries of the issuer thirteen
9、 Issuer's business fourteen
10、 Related party transactions and horizontal competition fourteen
11、 The principal property of the issuer sixteen
12、 Significant creditor's rights and debts of the issuer sixteen
13、 Significant asset changes and mergers and acquisitions of the issuer seventeen
14、 Formulation and amendment of the issuer's articles of Association seventeen
15、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors seventeen
16、 Directors, supervisors and senior managers of the issuer and their changes eighteen
17、 Issuer's tax eighteen
18、 The issuer's environmental protection and product quality, technology and other standards nineteen
19、 Application of funds raised by the issuer nineteen
20、 The issuer's business development objectives nineteen
21、 Litigation, arbitration or administrative punishment nineteen
22、 Evaluation of the legal risk of the issuer's prospectus twenty
23、 Other matters to be explained twenty-one
24、 Concluding observations twenty-one
Legal opinion of Shanghai jintiancheng law firm
Shanghai jintiancheng law firm
About Guangzhou jusailong Engineering Plastics Co., Ltd
IPO and listing on GEM
Legal opinion
To: Guangzhou jusailong Engineering Plastics Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Guangzhou jusailong Engineering Plastics Co., Ltd. (hereinafter referred to as "the issuer" or "the company" or "jusailong"), and according to the legal consultant employment agreement signed between the issuer and the firm, As a special legal adviser for the issuer's initial public offering and listing (hereinafter referred to as "this offering and listing"), in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law"), the company law of the people's Republic of China (hereinafter referred to as "the company law") and other relevant laws Regulations and the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") No. 12 rules for the compilation and reporting of information disclosure of public securities companies - legal opinions and lawyers' work report on public securities issuance, measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), rules for the examination and approval of the issuance and listing of shares on the gem of Shenzhen Stock Exchange, and rules for the listing of shares on the gem of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange respectively As well as the relevant provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) jointly issued by the CSRC and the Ministry of justice, this legal opinion is issued on the relevant matters involved in this issuance and listing.
Declaration matters
I The exchange and its handling lawyers shall act in accordance with the securities law, the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation), the rules for the examination and approval of the issuance and listing of shares on the gem of Shenzhen Stock Exchange, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, 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) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their 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 material omissions, and willing to
Legal opinion of Shanghai jintiancheng law firm
Willing to bear corresponding legal liabilities.
2、 This legal opinion is based on the laws, administrative regulations, rules and normative documents in force in China or in force when the issuer's acts and relevant facts occur or exist, and based on the lawyers' understanding of such laws, administrative regulations, rules and normative documents.
3、 This legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, The firm and its lawyers are not qualified to verify and judge such contents. In the process of making legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law; For other business matters, it has fulfilled the general duty of care of ordinary people.
4、 The original and copies of this letter of guarantee or the materials related to the law that the lawyer considers to have been issued by the issuer are true and consistent with the original and copies of this letter of guarantee or the materials related to the law that have been issued by the issuer; The documents and materials provided by the issuer are true, accurate, complete and effective without any concealment, falsehood and major omission.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions.
6、 The exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for this issuance and listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus prepared for this issuance and listing or in accordance with the examination and registration requirements of Shenzhen Stock Exchange and China Securities Regulatory Commission. However, when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to citation.
8、 The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion.
9、 This legal opinion is only for the issuer's use for the purpose of this issuance and listing, and is not approved in writing by the exchange
Legal opinion of Shanghai jintiancheng law firm
It shall not be used for any other purpose or purpose.
Based on the above, the firm and its handling lawyers have issued the following legal opinions in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
Legal opinion of Shanghai jintiancheng law firm
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The issuer or company or jusailong refers to Guangzhou jusailong Engineering Plastics Co., Ltd
Jusailong Co., Ltd. refers to Guangzhou jusailong Engineering Plastics Co., Ltd., the predecessor of the company, which was established in Guangzhou in March 2016
City jusailong Engineering Plastics Co., Ltd. was changed into the issuer as a whole
The shareholders of the company jointly initiated the establishment of the company in March 2016, including 4 natural person shares
The sponsors are Hao yuanzeng, Ren Ping, Hao Jianxin and Wu ruosi; 2 partners, points
Don't compete for Hengqin and gather treasure for Hengqin
Hengqin jusailong refers to Zhuhai Hengqin jusailong consulting management enterprise (limited partnership), the shareholder of the company
Hengqin jubaolong refers to Zhuhai Hengqin jubaolong consulting management enterprise (limited partnership), the shareholder of the company
Hengqin jueying refers to Hengqin jueying consulting management enterprise (limited partnership), the shareholder of the company
Wuhu jusailong refers to Wuhu jusailong New Material Technology Co., Ltd., a subsidiary of the company
Sponsor agreement refers to the sponsor agreement of Guangzhou jusailong Engineering Plastics Co., Ltd
The signing of the production contract of Saiju company has a significant impact on the operation of Saiju company
The articles of association refers to the articles of association of Guangzhou jusailong Engineering Plastics Co., Ltd
The articles of Association (Draft) refers to the articles of Association (Draft) of Guangzhou jusailong Engineering Plastics Co., Ltd
The reporting period refers to the period from January 1, 2017 to March 31, 2020
This issuance may refer to the company's application for initial public offering of RMB common shares (A shares) and securities trading in Shenzhen
The GEM Listing behavior of this offering
This refers to Shanghai jintiancheng law firm, the lawyer of the issuer of this offering
China Greatwall Securities Co.Ltd(002939) refers to China Greatwall Securities Co.Ltd(002939) , the sponsor and underwriter of this offering
Zhonghui refers to Zhonghui Certified Public Accountants (special general partnership), the audit institution of this issuance
The audit report refers to the Zhonghui audit [2020] issued by Zhonghui on July 31, 2020 for the company's issuance and listing
Audit report no. 5457
The internal control and assurance report refers to the Zhonghui kuaijin [2020] No. 5467 report on Guangyuan issued by Zhonghui on July 31, 2020
Verification report on internal control of jusailong Engineering Plastics Co., Ltd
The prospectus (declaration draft) refers to the prospectus (declaration draft) prepared by the company for this offering and listing
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of initial public offering registration refer to the measures for the administration of the registration of initial public offering shares on the gem (for Trial Implementation)
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules
CSRC refers to the China Securities Regulatory Commission
Legal opinion of Shanghai jintiancheng law firm
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Guangzhou Administration for Industry and commerce refers to Guangzhou Administration for Industry and commerce
Guangzhou Municipal Bureau of supervision refers to Guangzhou Municipal Bureau of market supervision and administration
Yuan or RMB means the lawful currency of China, RMB yuan
Legal opinion of Shanghai jintiancheng law firm
Text
1、 Approval and authorization of this issuance and listing
（1） The issuer's issuance and listing has been effectively approved by the issuer's second extraordinary general meeting of shareholders in 2020 held on August 6, 2020 in accordance with legal procedures.
（2） The second extraordinary general meeting of shareholders of the issuer in 2020 deliberated and approved the types of shares issued by the issuer, the amount of shares issued, the purpose of raised funds, the accumulated profit distribution plan, and authorized the board of directors to handle matters related to the issuance and listing. The contents of the resolution are legal
