Jiangxi Huabang law firm
About Jiujiang Shanshui Technology Co., Ltd
Legal opinion on initial public offering of RMB common shares and listing on the gem
Jiangxi Huabang law firm
December, 2001
Address: 7-8 / F, poly center, No. 1, Ganjiang North Avenue, Honggutan District, Nanchang, Jiangxi, China
Tel: (0791) 86891286, fax: (0791) 86891347
Post code: 330038
Jiangxi Huabang law firm
About Jiujiang Shanshui Technology Co., Ltd
Legal opinion on initial public offering of RMB common shares and listing on the gem
To: Jiujiang Shanshui Technology Co., Ltd
Jiangxi Huabang law firm (hereinafter referred to as “Huabang”) has accepted the entrustment of the issuer to act as the special legal adviser for the issuer’s initial public offering and listing on the gem (hereinafter referred to as “this issuance and listing”) and issue legal opinions for the issuer’s this issuance and listing. Now, in accordance with 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”), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of the registration of initial public offerings on the gem”), and the Listing Rules of the gem of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “Listing Rules”) ）This legal opinion is issued in accordance with the relevant provisions of laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, Huabang lawyer hereby makes the following commitments and statements:
1. In accordance with the above relevant laws and regulations and the facts that have occurred or existed before the signing date of this legal opinion, Huabang lawyer has strictly performed his 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, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements or major omissions, and they shall bear corresponding legal liabilities.
2. Huabang lawyer agrees to take this legal opinion as a necessary legal document for the issuer’s issuance and listing, and report it together with other materials.
3、 Huabang lawyer agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus by itself or in accordance with the examination requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the above quotation, which shall be verified by Huabang lawyer Review and confirm the relevant contents of the prospectus. 4. The exchange has obtained the guarantee from the issuer or relevant parties that it has provided the original written materials, copies, copies or oral testimony necessary for the legal opinion issued by the exchange; The relevant copies provided to the exchange are consistent with the original or the copies are consistent with the original; The materials and oral testimony provided by them are complete, true and effective, without false records, misleading statements or major omissions.
5. In this offering and listing project, Huabang and its lawyers only issued legal opinions for the issuer, and did not issue legal opinions for the sponsors and underwriting securities companies at the same time. Huabang lawyer has not held the position of director, supervisor and senior management of the issuer and its related parties, nor has there been any other situation affecting the independence of the lawyer.
6. For the financial, audit and other non legal professional matters involved in this legal opinion, lawyer Huabang mainly relies on the supporting documents issued by the audit institution to express legal opinions. The quotation of some data and conclusions in relevant accounting statements and reports by Huabang lawyers in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
7. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
1、 Approval and authorization of this issuance and listing
(i) Internal approval of the issuer
The issuer held the 2019 annual general meeting of shareholders on March 19, 2020, The proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on the investment projects and feasibility of funds raised by initial public offering of RMB common shares (A shares) and the proposal on initial public development of RMB common shares were reviewed and approved (A shares) and accumulated undistributed profits before listing on the gem, and the proposal on Authorizing the board of directors to handle matters related to the company’s initial public offering of RMB common shares (A shares) and listing on the gem And other proposals related to this issuance and listing, and made resolutions. The resolutions include: type, par value, quantity, issuance object, issuance method, issuance price, listing place, underwriting method, purpose of raised funds, validity period of issuance and listing proposal, distribution of accumulated profits before issuance Authorize the board of directors to handle the specific matters of this issuance and listing and other necessary matters.
On March 30, 2021, the issuer held the 2020 annual general meeting of shareholders and passed the proposal on extending the validity period of the company’s resolution on initial public offering and listing on the gem, extending the validity period of the resolution of the general meeting of shareholders on initial public offering and listing on the gem to March 19, 2022.
（2） Examination and approval of Shenzhen Stock Exchange
According to the announcement on the results of the 38th review meeting of the municipal Party Committee on the gem in 2021 issued by the listing review center of Shenzhen Stock Exchange on July 9, 2021, the 38th review meeting of the municipal Party Committee on the gem of Shenzhen Stock Exchange in 2021 considered that, “Jiujiang Shanshui Technology Co., Ltd. (initial launch): meet the issuance conditions, listing conditions and information disclosure requirements.”.
（3） Official Reply of China Securities Regulatory Commission on registration
On November 1, 2021, the CSRC issued the reply on Approving the registration of initial public offering of shares of Jiujiang Shanshui Technology Co., Ltd. (zjxk [2021] No. 3471) and approved the issuer’s application for registration of initial public offering of shares. The validity period of the reply is 12 months from the date of consent to registration.
（4） Shenzhen Stock Exchange agrees to stock listing and trading
On December 22, 2021, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Jiujiang Shanshui Technology Co., Ltd. on the gem (SZS [2021] No. 1328), agreeing to the listing of RMB common shares issued by the Issuer on the gem of Shenzhen Stock Exchange. The securities are referred to as “Shanshui technology” for short and the securities code is “301190”.
In conclusion, lawyer Huabang believes that the issuer’s issuance and listing has been approved and authorized by its internal authority, deliberated and approved by the municipal Party Committee on the gem of Shenzhen Stock Exchange, obtained the approval for registration from the CSRC, and the notice of Shenzhen Stock Exchange approving the listing of its shares on the gem of Shenzhen Stock Exchange. These approvals and consents are within the period of validity.
2、 The issuer’s subject qualification for this issuance and listing
(i) The issuer is a legally established joint stock limited company
The issuer was wholly changed and established by a limited liability company. In the above change process, the issuer fulfilled the procedures specified in laws, regulations and normative documents, went through the industrial and commercial change registration procedures, and the joint stock company was established according to law.
（2） Effective existence of the issuer
According to the current effective articles of association, the issuer is a long-standing joint stock limited company. Since its establishment, the issuer (including a limited company) has completed the annual industrial and commercial inspection and the publicity of the enterprise’s annual report on time, and there are no circumstances that need to be terminated, such as the expiration of the business term, the dissolution decided by the general meeting of shareholders, the dissolution due to merger or division, the failure to pay off the due debts, being declared bankrupt, being ordered to close down in violation of laws and regulations, etc.
（3） The issuer has been in continuous operation for more than three years
The issuer is a joint stock limited company established by a limited liability company in accordance with the overall change of the audited original book net asset value into shares. Its duration can be calculated from the date of establishment of the limited company, and the continuous operation time of the issuer shall be more than three years from the date of establishment of the limited liability company.
In conclusion, lawyer Huabang believes that the issuer is a joint stock limited company established by an overall change of a limited liability company and exists effectively. Since the establishment of the limited liability company, the issuer has been in continuous operation for more than three years, which complies with the provisions of the company law, the securities law, the measures for the administration of gem registration and other laws, regulations and normative documents, and the issuer has the subject qualification for this issuance and listing.
3、 Substantive conditions for this offering and listing
(i) According to the announcement on the results of the 38th review meeting of the municipal Party Committee on the gem in 2021 issued by Shenzhen Stock Exchange The reply on Approving the registration of initial public offering of Jiujiang Shanshui Technology Co., Ltd. (zjxk [2021] No. 3471) issued by the CSRC and verified by Huabang lawyers, the issuer’s current offering and listing meets the issuance conditions specified in the measures for the administration of gem registration and the provisions of paragraph 1 (I) of article 2.1.1 of the listing rules.
（2） According to the announcement on the results of Jiujiang Shanshui Technology Co., Ltd. initial public offering and listing on the gem and the capital verification report issued by zhongtianyun Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongtianyun office”) (ZTY [2021] YZ No. 90090) and verified by Huabang lawyers, the total share capital of the issuer before the issuance was 160.9765 million yuan, the number of shares publicly issued to the public was 53.66 million shares, with a par value of 1 yuan per share, the total share capital of the issuer after the issuance was 214.6365 million yuan, and the shares publicly issued accounted for 25% of the total shares of the company after the issuance Article 2.1 of the Listing Rules 1 the provisions of subparagraphs (2) and (3) of paragraph 1 of Article 1.
（3） According to the audit report issued by ZTY (ZTY [2021] SZ No. 90162) and the verification of Huabang lawyer, the issuer’s net profit in 2019 and 2020 (based on the lower one before and after deducting non recurring profits and losses) it is 13840800 yuan and 102230100 yuan respectively. The net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan, which is in line with the provisions of 2.1.1 (IV) and 2.1.2 (I) of section I of Chapter II of the listing rules.
（4） The issuer has applied to the Shenzhen stock exchange for stock listing in accordance with relevant regulations, which complies with Article 2.1.6 of the listing rules.
（5） The issuer has prepared and disclosed the listing announcement, articles of association and other documents in accordance with relevant regulations, which complies with article 2.1.9 of the listing rules.
In conclusion, lawyer Huabang believes that the issuer has met the substantive conditions for stock listing specified in the measures for the administration of gem registration, listing rules and other laws, regulations and normative documents.
4、 The sponsor institution and sponsor representative of this offering and listing
(i) The issuer has hired Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) “) as the sponsor of this offering. Central China Securities Co.Ltd(601375) is a sponsor registered by the CSRC and included in the list of sponsors. It has the membership of Shenzhen Stock Exchange and complies with Article 3.1.1 of the listing rules.
（2） The issuer has signed a recommendation agreement with the recommendation institution Central China Securities Co.Ltd(601375) , which defines the rights and obligations of both parties during the issuance and listing period and the continuous supervision period, and complies with the provisions of article 3.1.2 of the listing rules. (III) Central China Securities Co.Ltd(601375) Zhao Yimeng and Wang Xianfu, two recommendation representatives, are designated to be specifically responsible for the recommendation of this issuance and listing, and serve as the designated contact between the recommendation institution and the Shenzhen Stock Exchange, which is in line with Article 3.1 of the listing rules Article 3.
5、 Commitments of relevant shareholders on share locking and commitments of directors, supervisors and senior managers
(i) The controlling shareholders, actual controllers, other direct shareholders and indirect shareholders serving as directors, supervisors and senior managers of the issuer before the issuance have issued written commitments on the locking and restricted transfer of the issuer’s shares. Upon verification by Huabang lawyers, the commitment to lock up and restrict transfer of such shares complies with the provisions of Article 141 of the company law and article 2.3 of the listing rules Article 3. 2.3 Article 4.
（2） The controlling shareholder and actual controller of the issuer have signed the statement and commitment of the controlling shareholder and actual controller of the listed company in accordance with the relevant provisions of the Shenzhen Stock Exchange. The signing of such statement and commitment has been witnessed by Huabang lawyers and reported to the Shenzhen Stock Exchange and the board of directors for the record, which is in line with the provisions of article 4.3.1 of the listing rules.
（3） The directors, supervisors and senior managers of the issuer have signed the declaration and letter of commitment of directors (supervisors and senior managers) of Listed Companies in accordance with the relevant provisions of Shenzhen Stock Exchange. The signing of such declaration and letter of commitment has been witnessed by Huabang lawyers and reported to Shenzhen Stock Exchange and the board of directors for the record, which is in line with Article 4.2.1 of the listing rules.
（4） According to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the issuer and its directors, supervisors and senior managers guarantee that the gem listing application documents submitted to the Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the listing rules.
6、 Concluding legal opinion
In conclusion, lawyer Huabang believes that as of the signing date of this legal opinion, the issuer’s issuance and listing has obtained the internal approval and authorization of the issuer, has been deliberated and approved by the municipal Party Committee on the gem of Shenzhen Stock Exchange, has obtained the approval and registration reply of China Securities Regulatory Commission, and the notice of Shenzhen Stock Exchange on Approving the listing of its shares on the gem of Shenzhen Stock Exchange; The issuer is a joint stock limited company legally established and existing, and has the subject qualification for this issuance and listing; The issuer’s offering and listing this time meets the stock listing conditions specified in the company law, the securities law, the measures for the administration of gem registration and the listing rules.
This legal opinion is made in quadruplicate and takes effect after being stamped with the official seal of the exchange and signed by the handling lawyer.
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