Taihetai (Chongqing) law firm
about
Chongqing Changjiang molding materials (Group) Co., Ltd. made an initial public offering and was listed on Shenzhen Stock Exchange
Legal opinion
(2021) tlyz (Changjiang material) No. (570)
December, 2001
Floor ffc36, fortune financial center, No. 1, fortune Avenue, Yubei District, Chongqing 401121
Tahota Law Firm,36F,Fortune Financial Center No.1,Fortune Avenue, Yubei District
Chongqing, P.R.China,401121
Tel: 86-23-67887666 website: www.tahota.com com.
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Taihetai (Chongqing) law firm
about
Chongqing Changjiang molding materials (Group) Co., Ltd
Initial public offering and listing on Shenzhen Stock Exchange
Legal opinion
To: Chongqing Changjiang molding materials (Group) Co., Ltd
Taihetai (Chongqing) law firm has accepted the entrustment of Chongqing Changjiang modeling materials (Group) Co., Ltd. as the special legal adviser for the company’s initial public offering of A-Shares and listing on Shenzhen Stock Exchange (hereinafter referred to as “this offering and listing”), in accordance with the securities law of the people’s Republic of China and the company law of the people’s Republic of China Measures for the administration of initial public offering and listing (revised in 2020), measures for the administration of securities legal business of law firms, rules for the practice of securities legal business of law firms (for Trial Implementation) and rules for the listing of shares of Shenzhen Stock Exchange (revised in 2020) And other laws, administrative regulations, rules and normative documents, as well as the relevant provisions promulgated by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Lawyer’s statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(i) The exchange and its handling lawyers shall, in accordance with the securities law, the company law, the listing rules, 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 occurring or existing before the issuance date of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification in accordance with the business standards, ethics and the spirit of diligence and diligence recognized by the lawyer industry, so as to ensure 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 shall bear corresponding legal liabilities according to law.
（2） 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 by relevant government departments, companies or other relevant units to issue this legal opinion.
（3） In this legal opinion, our lawyers only express their opinions in accordance with the laws, administrative regulations and relevant normative documents in force in China on the date of issuance of this legal opinion, and do not express their legal opinions in accordance with any laws outside China. If it is necessary to invoke overseas laws, we shall quote the legal opinions provided by the issuer’s overseas lawyers. We will not be responsible for relevant accounting Give opinions on professional matters and reports such as, audit and asset evaluation. In this legal opinion, the quotation of some data and conclusions in relevant accounting statements, audit and asset evaluation reports does not mean that our lawyers make any express or implied guarantee or guarantee for the legality, authenticity and accuracy of such data and relevant conclusions, For such documents and their contents, our lawyers do not have the appropriate qualification to verify and evaluate them according to law.
（4） In the process of verification and verification, the office and the handling lawyer have obtained the following guarantee from the issuer: the issuer has provided the office with the original written materials, duplicate materials or oral testimony necessary for the issuance of legal opinions, the signatures and seals on relevant documents are authentic, and the relevant duplicate materials or copies are consistent with the original materials or originals The documents and materials provided by the pedestrian are true, accurate, complete and effective without any concealment, falsehood and major omission.
（5） Our lawyers agree to take this legal opinion as a necessary legal document for the company to apply for this issuance and listing, and are willing to bear corresponding legal liabilities.
（6） This legal opinion is only used by the company for the purpose of this issuance and listing. Unless prior written authorization is obtained from the lawyer of this firm, no unit or individual shall use this legal opinion or any part thereof for any other purpose.
interpretation
In this legal opinion, unless the context otherwise requires, the terms or abbreviations in the left column below
The name corresponds to the meaning or full name in the right column:
The issuer or company refers to Chongqing Changjiang molding materials (Group) Co., Ltd
Changjiang Co., Ltd. refers to Chongqing Changjiang molding materials Co., Ltd
CSRC refers to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of initial public offering refers to the measures for the administration of initial public offering and listing (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2020)
Reply on Approving the initial public offering of Chongqing Changjiang modeling materials (refer to the group’s reply on Approving the issuance of shares) Co., Ltd. (zjxk [2021] No. 3622) issued by the CSRC to the issuer
Sealand Securities Co.Ltd(000750) refers to Sealand Securities Co.Ltd(000750) , which is the sponsor of this issuance and listing
Tianjian Certified Public Accountants (special general partnership) refers to Tianjian certified public accountants in this offering and listing
Audit institution
The audit report refers to the audit report numbered “Tian Jian Shen [2021] No. 8-336” issued by Tianjian certified public accountants for this issuance and listing
Capital verification report refers to the capital verification report numbered “tjy [2021] No. 8-44” issued by Tianjian certified public accountants for this issuance and listing
Taihetai (Chongqing) law firm is the issuer of this offering
Law firm
Text
1、 Approval of this issuance and listing
(i) On May 21, 2016, the issuer held the first extraordinary general meeting of shareholders in 2016, approved the company’s application for public offering and listing in accordance with legal procedures, and authorized the board of directors for a period of 24 months.
On April 20, 2018, the first extraordinary general meeting of shareholders in 2018 was held to consider and approve the extension of the validity period of the resolution on the initial public offering and listing of the company, and the authorization period for the board of directors on the issue and listing was extended to 24 months from the date of approval of the first extraordinary general meeting of shareholders in 2018.
On April 3, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020 to consider and approve the extension of the validity period of the resolution on the initial public offering and listing of the company, and the authorization period for the board of directors on the issue and listing was extended to 24 months from the date of approval by the first extraordinary general meeting of shareholders in 2020.
（2） The issuer’s offering and listing was approved at the 44th meeting of the issuance Audit Committee of the CSRC in 2017 on November 14, 2017.
（3） On November 12, 2021, the CSRC issued the reply on Approving the initial public offering of shares by Chongqing Changjiang modeling materials (Group) Co., Ltd. (zjxk [2021] No. 3622) to the issuer, agreeing to the issuer’s application for registration of initial public offering of shares.
（4） On December 22, 2021, Shenzhen Stock Exchange has issued the notice on the listing of RMB common shares of Chongqing Changjiang modeling materials (Group) Co., Ltd. (SZS [2021] No. 1327), agreeing to list the RMB common shares issued by the Issuer on the Shenzhen Stock Exchange. In conclusion, our lawyers believe that the issuer has fulfilled the internal approval procedures for this issuance and listing, and has obtained the approval and reply from the CSRC. This issuance and listing has been approved by the Shenzhen Stock Exchange.
2、 Subject qualification of this offering and listing
(i) The issuer is a joint stock limited company established by Changjiang Co., Ltd. in accordance with the law. As of the date of issuance of this legal opinion, the issuer has been in continuous operation for more than three years.
（2） As of the date of issuance of this legal opinion, the issuer has effectively existed according to law, and there are no circumstances that should be terminated as stipulated in relevant laws, regulations, normative documents and the articles of association. 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 offering and listing
(i) The directors, supervisors and senior managers of the issuer have signed the declaration and commitment of directors (supervisors and senior managers), which has been witnessed and signed by the lawyers of the exchange and submitted to the Shenzhen Stock Exchange and the board of directors for filing, which is in line with Article 3.1.1 of the listing rules.
（2） According to the reply on Approving the issuance of shares issued by the CSRC and the capital verification report (tjy [2021] No. 8-44) issued by Tianjian certified public accountants, the issuer’s shares have been publicly issued and comply with the provisions of Article 47 of the securities law and item (I) of article 5.1.1 of the listing rules.
（3） The issuer has established the general meeting of shareholders, the board of directors and the board of supervisors according to law; elected directors, independent directors and supervisors; appointed senior managers such as the general manager, deputy general manager, Secretary of the board of directors and financial director; the board of directors has established special committees such as Audit Committee and Strategy Committee, which has a sound and well functioning organization and complies with the listing rules Section 5.1 Article 1 (2).
（4） According to the audit report “Tian Jian Shen [2021] No. 8-336” issued by Tian Jian certified public accountants and confirmed by the issuer, and through continuous verification by our lawyers, the issuer has the ability of sustainable operation and complies with item (3) of article 5.1.1 of the listing rules.
（5） After the completion of this issuance and listing, the total share capital of the issuer is 82199410 yuan, not less than 50 million yuan, which is in line with the provisions of item (4) of article 5.1.1 of the listing rules. (6) according to the resolution of the issuer’s general meeting of shareholders, the reply to the approval of stock issuance issued by the CSRC and the capital verification report “Tianjian Yan [2021] No. 8-44” issued by Tianjian certified public accountants , the issuer issued 20.55 million shares this time. After the completion of this offering and listing, the number of shares of the issuer is 82199410. After this offering and listing, the shares publicly issued by the issuer reach more than 25% of the total shares of the company, which is in line with Article 5.1.1 of the listing rules Item (5) of Article 1.
（7） The issuer and its controlling shareholders and actual controllers have made a commitment to ensure that there are no criminal crimes of corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the last three years, in line with the provisions of item (6) of article 5.1.1 of the listing rules.
（8） According to the statement and commitment issued by the issuer and the audit report “TJS [2021] No. 8-336” issued by Tianjian certified public accountants, the issuer has not committed any major illegal acts in the past three years, and the financial and accounting report has no false records, which is in line with the provisions of item (7) of article 5.1.1 of the listing rules.
（9） The issuer has prepared a listing announcement for this issuance and listing, which is in line with Article 5.1.2 of the listing rules.
（10） The issuer and its directors, supervisors and senior management
