Beijing Tianyuan law firm
On the initial public offering and listing on the gem of Dezhou United Petroleum Technology Co., Ltd
Lawyer work report
Beijing Tianyuan law firm
10 / F, The Pacific Securities Co.Ltd(601099) insurance building, No. 28 Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Dezhou United Petroleum Technology Co., Ltd
IPO and listing on GEM
Lawyer work report
Jtgz (2020) No. 587-1 to: Dezhou United Petroleum Technology Co., Ltd.:
Beijing Tianyuan law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Dezhou United Petroleum Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) to act as the special legal adviser for the issuer’s initial public offering and listing on the gem (hereinafter referred to as “the offering and listing”), and issue the Jingtian share certificate for the issuer’s offering and listing (2020) No. 587 legal opinion of Beijing Tianyuan law firm on the initial public offering and listing on the gem of Dezhou United Petroleum Technology Co., Ltd. (hereinafter referred to as “legal opinion”).
While giving legal opinions, our lawyers shall, 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 the registration of initial public offerings on the growth enterprise market (for Trial Implementation), rules for the preparation and reporting of information disclosure by companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offerings of securities, the law on 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 other relevant laws and regulations, the relevant provisions of the China Securities Regulatory Commission and the facts that have occurred or exist before the date of issuance of legal opinions, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue jtgz (2020) No. 587-1 lawyer work report of Beijing Tianyuan law firm on the initial public offering and listing on the gem of Dezhou United Petroleum Technology Co., Ltd. (hereinafter referred to as “this work report”).
We promise that in the process of providing legal services for the issuer’s issuance and listing, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and have fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and the application for issuance and listing, Ensure that the legal opinions and the facts identified in this work report are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
catalogue
Part I Introduction 6 I. Introduction to the firm and the signing lawyer 6 II. The process of our lawyers making legal opinions 8 Part II text 11 I. approval and authorization of this issuance and listing II. The issuer’s subject qualification for this offering and listing 16 III. substantive conditions for this offering and listing 17 IV. establishment of the issuer 22 v. independence of the issuer 42 VI. sponsors and shareholders of the issuer 45 VII. The share capital of the issuer and its evolution VIII. Issuer’s business 162 IX. related party transactions and horizontal competition 165 X. main property of the issuer 184 Xi. Major creditor’s rights and debts of the issuer XII. Major asset changes and mergers and acquisitions of the issuer 203 XIII. Formulation and amendment of the articles of association of the issuer 204 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 205 XV. Directors, supervisors and senior managers of the issuer and their changes 207 XVI. Tax of the issuer 211 XVII. Environmental protection, product quality, technology and other standards of the issuer 213. Application of the issuer’s share offering funds 214 XIX. Business development objectives of the issuer 216 XX. Litigation, arbitration or administrative punishment 21. Evaluation of the legal risk of the issuer’s prospectus 218. Other issues that the lawyer thinks need to be explained 219. Concluding comments two hundred and nineteen
interpretation
The following abbreviations mentioned in this work report, unless otherwise explained in the context, have the following meanings: the issuer, the company and Deshi Co., Ltd. refer to Dezhou United Petroleum Technology Co., Ltd
Deshi Co., Ltd. refers to Dezhou United Petroleum Machinery Co., Ltd., the predecessor of the issuer
Yantai Jereh Oilfield Services Group Co.Ltd(002353) refers to Yantai Jereh Oilfield Services Group Co.Ltd(002353) , the controlling shareholder of the issuer
Xinjiang Deshi refers to Xinjiang Deshi Machinery Co., Ltd., a subsidiary of the issuer
Russian Deshi refers to Lianhe Petroleum Technology Service Ltd, a company established under Russian law and a subsidiary of the issuer
Sinopec refers to Petrochina Company Limited(601857) Chemical Group Co., Ltd., formerly known as ” Petrochina Company Limited(601857) chemical group company”
Xinxing company refers to China Petroleum & Chemical Corporation(600028) group Xinxing Petroleum Co., Ltd
Dezhou machinery plant refers to Dezhou Petroleum Machinery Plant of China Petroleum & Chemical Corporation(600028) Xinxing company
Newland Digital Technology Co.Ltd(000997) refers to Dezhou Newland Digital Technology Co.Ltd(000997) Petroleum Equipment Co., Ltd
Jin’ao company refers to Dezhou jin’ao Petroleum Equipment Co., Ltd
Jerry petroleum equipment refers to Yantai Jerry Petroleum Equipment Technology Co., Ltd
CSRC refers to the China Securities Regulatory Commission
The national share transfer system refers to the national share transfer system for small and medium-sized enterprises
National share transfer company refers to the national small and medium-sized enterprise share transfer system Co., Ltd
Administration for Industry and Commerce means the Administration for Industry and commerce
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng Beijing branch refers to Beijing Branch of China Securities Depository and Clearing Co., Ltd
Zhongdeng Shenzhen branch refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
A share refers to RMB ordinary shares with a par value of 1.00 yuan per share
China and within China refer to the people’s Republic of China. For the purpose of this work report, it does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Securities Law means the securities law of the people’s Republic of China and its amendments
Company Law refers to the company law of the people’s Republic of China and its amendments
The measures for the administration of issuance refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
Spin off Provisions refer to several provisions on pilot domestic listing of subsidiaries of listed companies under spin off
The guidelines for the articles of association refers to the guidelines for the articles of association of listed companies
The articles of association refers to the articles of association of Dezhou United Petroleum Technology Co., Ltd. implemented before the issuer’s listing
The articles of Association (Draft) of the second extraordinary shareholder in 2020 held by the company on October 14, 2020 refers to the articles of Association (Draft) of Dezhou United Petroleum Technology Co., Ltd. to be implemented after the listing is deliberated and approved by the general meeting
The guidance on independent directors refers to the guidance on establishing an independent director system in listed companies
Huarong securities, sponsors and main contractors refer to the distributors of Huarong Securities Co., Ltd
Zhongxi certified public accountants means Zhongxi Certified Public Accountants (special general partnership)
The Dezhou United prospectus reported by the issuer to the Shenzhen Stock Exchange on this issue and listing refers to the prospectus of Petroleum Technology Co., Ltd. for initial public offering and listing on the gem (declaration draft)
On September 26, 2020, Zhongxi Certified Public Accountants issued zxsz [2020] No. 01909 audit report on the 2017 audit report of Deshi shares, which refers to the financial statements of 2018, 2019 and January June 2020
Internal control report refers to the internal control assurance report (zxzsz [2020] No. 01503) issued by Zhongxi Certified Public Accountants on September 26, 2020
The zxsz tax audit report issued by Zhongxi Certified Public Accountants on September 26, 2020 refers to the [2020] No. 01502 special audit report on the description of tax payment and tax preference of main taxes of Dezhou United Petroleum Technology Co., Ltd
Russian lawyer means « legal advice company « Veritas », Ltd
The reporting period refers to the period from January 1, 2017 to June 30, 2020
Yuan means RMB yuan (only for currency quantifiers)
Part I Introduction
1、 Brief introduction to the firm and the signing lawyer
The firm is a law firm legally registered and established in the people’s Republic of China and has the qualification to engage in Chinese legal business. The business scope of the exchange includes but is not limited to: M & A and property right transaction, finance, securities and futures, real estate, intellectual property, litigation and arbitration, etc. The signing lawyers of the issuer undertaking this issuance and listing business are Zhou Shijun, Cui Jianli and Xu Menglei. Their securities business practice records, main experience and contact information are as follows:
(i) Lawyer Zhou Shijun
Lawyer Zhou Shijun, Bachelor of law, Peking University. He joined the firm in 1999 and is now a partner and lawyer of the firm. Lawyer Zhou Shijun is mainly engaged in legal services in stock issuance and listing, company investment, asset restructuring, enterprise acquisition and merger.
The practice records of lawyer Zhou Shijun engaged in securities business include Jiangxi Changyun Co.Ltd(600561) , Fortune Ng Fung Food (Hebei) Co.Ltd(600965) Beijing Donghua Hechuang Digital Technology Co., Ltd. (now renamed as ” Dhc Software Co.Ltd(002065) “), Shenzhen teljia Technology Co., Ltd., Beijing Ultrapower Software Co.Ltd(300002) , Tangshan Port Group Co.Ltd(601000) , Yantai Jereh Oilfield Services Group Co.Ltd(002353) , Fujian Longma Environmental Sanitation Equipment Co.Ltd(603686) , China National Nuclear Power Co.Ltd(601985) provide legal services for initial public offering and listing in China; provide legal services for Tangshan Port Group Co.Ltd(601000) , Yantai Jereh Oilfield Services Group Co.Ltd(002353) Providing legal services for non-public offering of shares; To provide Chinese legal services for the listing of agiley Industrial Co., Ltd. in Hong Kong under China North Industries Corporation on the Hong Kong GEM; Acquisition and reorganization of Shandong Lanling Chenxiang Liquor Co., Ltd. (now renamed as ” Shandong Hiking International Co.Ltd(600735) “) and Guangdong BAOLILAI Investment Co., Ltd. (now renamed as ” China High-Speed Railway Technology Co.Ltd(000008) “) for Shandong Lujin import and Export Group Co., Ltd., issuance of shares and payment of cash to purchase assets and raise supporting funds, Beijing Ultrapower Software Co.Ltd(300002) issuance of shares and payment of cash to purchase assets, Fortune Ng Fung Food (Hebei) Co.Ltd(600965) Issue shares to buy assets, China High-Speed Railway Technology Co.Ltd(000008) issue shares and pay cash to buy assets and raise matching funds, Tangshan Port Group Co.Ltd(601000) issue shares and pay cash to buy some operating assets of controlling shareholders and raise matching funds, Aotecar New Energy Technology Co.Ltd(002239) issue shares and pay cash to buy assets and raise matching funds, Will Semiconductor Co.Ltd.Shanghai(603501) issue shares to buy assets and raise matching funds
