Beijing Tianyuan law firm
On the initial public offering and listing on the gem of Dezhou United Petroleum Technology Co., Ltd
Legal opinion
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
Legal opinion
Jtgz (2020) No. 587 to: Dezhou United Petroleum Technology Co., Ltd.:
Beijing Tianyuan law firm (hereinafter referred to as "the firm") is entrusted by Dezhou United Petroleum Technology Co., Ltd. (hereinafter referred to as "the issuer" or "the company") to act as the special Chinese legal counsel for the issuer's initial public offering and listing on the gem, and issue jtgz (2020) No. 587 for the issuer's issuance The legal opinions of Beijing Tianyuan law firm on the initial public offering of shares and listing on the gem of Dezhou United Petroleum Technology Co., Ltd. (hereinafter referred to as the "legal opinions"). The lawyers of the law firm shall, in accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China and the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation) No. 12 rules for the preparation and reporting of information disclosure by public securities companies - legal opinions and lawyers' work report on public securities issuance, measures for the administration of law firms engaging in securities legal business This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry in accordance with the relevant laws and regulations such as the rules for the practice of securities legal business of law firms (for Trial Implementation), the relevant provisions of the China Securities Regulatory Commission and the facts that have occurred or exist before the date of issuance of this legal opinion.
We promise that in the process of providing legal services for the issuer's issuance, 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 issuance application, 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.
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statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The exchange and its handling lawyers shall, in accordance with the securities law, the company law and the measures for the administration of issuance Measures for the administration of securities legal business of law firms and rules for the practice of securities legal business of law firms (for Trial Implementation) And the facts that have occurred or exist 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 issued concluding opinions are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
2. Our lawyers agree to take this legal opinion as a necessary legal document for the issuer's issuance and submit it to the CSRC together with other materials.
3. In accordance with the business rules formulated according to law, the lawyers of the firm have adopted the methods of interview, written examination, field investigation, inquiry and calculation, review, etc., performed their duties diligently and prudently, and fulfilled the obligations of verification and verification.
4. Our lawyers have verified and verified the authenticity, accuracy and completeness of the documents and materials based on according to law; Before the verification and verification, the verification and verification plan has been prepared to clarify the matters to be verified and verified, and it has been appropriately added and adjusted according to the progress of the business.
5. When issuing legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
6. The lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notaries and other public institutions, and for the business matters related to the law, For other business affairs, it shall be used as the basis for issuing legal opinions after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
7. Our lawyers have classified and sorted out the work records and materials obtained in the verification and verification, and formed clear working papers in accordance with the requirements of the CSRC. The working paper shall be kept by the exchange.
8. The legal opinions issued by the exchange for this issuance have been discussed and reviewed by the core group of the exchange, and relevant records have been made and retained as working papers.
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9. This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. 3-3-1-3
catalogue
1、 Approval and authorization of this offering and listing 7 II. The issuer's subject qualification for this issuance and listing 7 III. substantive conditions for this offering and listing 7 IV. establishment of the issuer 12 v. independence of the issuer Vi. sponsors and shareholders of the issuer 13 VII. The share capital of the issuer and its evolution VIII. Issuer's business 16 IX. related party transactions and horizontal competition 16 X. main property of the issuer 18 Xi. Major creditor's rights and debts of the issuer 22 XII. Major asset changes and mergers and acquisitions of the issuer 22 XIII. Formulation and amendment of the articles of association of the issuer 23 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 23 XV. Directors, supervisors and senior managers of the issuer and their changes 23 XVI. Tax of the issuer 24 XVII. Environmental protection, product quality, technology and other standards of the issuer 24 XVIII. Application of the issuer's share offering funds 24 XIX. Business development objectives of the issuer 25 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of the legal risk of the issuer's prospectus 26. Other issues that the lawyer thinks need to be explained 26. Concluding comments 263-3-1-4
interpretation
The following abbreviations mentioned in this legal opinion, unless otherwise explained in the context, have the following meanings: the issuer, the company and Deshi shares 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
Russian Deshi refers to Lianhe Petroleum Technology Service Ltd, a company established under Russian law and a subsidiary of the issuer
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
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
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng Beijing branch refers to Beijing 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
The people's Republic of China, for the purpose of this legal opinion, does not include Hong Kong, special China and China
Administrative region, Macao Special Administrative Region, 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
Spin off Provisions refer to several provisions on pilot domestic listing of subsidiaries of listed companies under spin off
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
The guidelines for the articles of association refers to the guidelines for the articles of association of listed companies
The articles of association of Dezhou United Petroleum Technology Co., Ltd. implemented before the issuer's listing refers to
Articles of Association
The articles of Association (Draft) refers to the Dezhou United Petroleum Technology Co., Ltd. to be implemented after listing, which was deliberated and approved by the second extraordinary general meeting of shareholders in 2020 held on October 14, 2020
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Articles of association of limited company (Draft)
Huarong securities, sponsor and principal contractor
Refers to Huarong Securities Co., Ltd
Distributor
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)
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text
1、 Approval and authorization of this issuance and listing
After verification by lawyers of the exchange, Yantai Jereh Oilfield Services Group Co.Ltd(002353) the spin off issuer has gone through Yantai Jereh Oilfield Services Group Co.Ltd(002353) internal approval procedures for listing on the gem of Shenzhen Stock Exchange. The shareholders' meeting of the issuer has made a resolution to approve the issuance and listing in accordance with the law, and the convening procedures of the shareholders' meeting comply with the provisions of laws, regulations, normative documents and the articles of association. In accordance with relevant laws, regulations, normative documents and the articles of association, the contents of the above resolutions are legal and valid. The general meeting of shareholders of the issuer has authorized the board of directors to handle all matters related to the issuance and listing, and the scope and procedures of authorization are legal and effective. The issuer and relevant responsible subjects have issued relevant commitments in accordance with relevant regulations
