Notice of Fujian Tianheng united law firm on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd
Supplementary legal opinion
(Ⅶ)
catalogue
introduction...... three
1、 Interpretation three
2、 Attorney's statement 4 text five
1、 Question 1 of the registration stage inquiry five
2、 Question 2 of the registration stage inquiry fifty-four
Fujian Tianheng united law firm
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
IPO and listing on GEM
Supplementary legal opinion
(Ⅶ)
[2020] Tianheng fufei Zi No. 006056 to: Ganzhou Tengyuan cobalt new materials Co., Ltd
Entrusted by Ganzhou Tengyuan cobalt new materials Co., Ltd., Fujian Tianheng united law firm appointed lawyer Lin Hui, Lawyer Chen Luxin and Lawyer Chen Yun to act as special legal counsel for its initial public offering and listing on the gem, And issued the [2020] Tianheng fufei Zi No. 006006 legal opinion on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd [2020] Tianheng fufei Zi No. 006007 lawyer work report on issuing legal opinions on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd [2020] Tianheng fufei Zi No. 006012 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt New Material Co., Ltd., [2020] Tianheng fufei Zi No. 006023 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt New Material Co., Ltd. (II) [2020] tianhengfufei Zi No. 006036 supplementary legal opinion on initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (III), and [2020] tianhengfufei Zi No. 006043 supplementary legal opinion on initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (IV) [2020] tianhengfufei Zi No. 006047 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (V) and [2020] tianhengfufei Zi No. 006049 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (VI)
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), 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) The rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Lawyer Tianheng hereby issues this supplementary legal opinion on the relevant legal issues involved in the implementation letter of feedback on issuance and registration issued by the CSRC (audit letter [2021] 011345) forwarded by the listing audit center of Shenzhen Stock Exchange on December 7, 2021.
introduction
1、 Interpretation
In this supplementary legal opinion, unless expressly stated or otherwise defined in the context, the following terms have the following specific meanings:
The legal opinion refers to the legal opinion on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (2020) Tianheng fufei Zi No. 006006 issued by Fujian Tianheng united law firm [2020] Tianheng fufei Zi No. 006012 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd [2020] Tianheng fufei Zi No. 006023 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (II) [2020] Tianheng fufei Zi No. 006036 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (III) and [2020] Tianheng fufei Zi No. 006043 Supplementary legal opinion (IV) on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd [2020] Tianheng fufei Zi No. 006047 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (V) and [2020] Tianheng fufei Zi No. 006049 Supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (VI)
The lawyer work report refers to the lawyer work report on issuing legal opinions on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (2020) Tianheng fufei Zi No. 006007) issued by Fujian Tianheng united law firm 。
The inquiry at the registration stage refers to the verification letter [2021] No. 011345 "implementation letter of feedback on issuance and registration" issued by the listing examination center of Shenzhen Stock Exchange on December 7, 2021
The prospectus refers to the prospectus (Registration draft) of Ganzhou Tengyuan cobalt industry new material Co., Ltd. for initial public offering and listing on the gem signed by the Issuer on December 21, 2021
The reporting period refers to the period from January 1, 2018 to June 30, 2021
In addition to the above interpretation, the interpretation matters in the introduction of lawyer work report and legal opinion are applicable to this supplementary legal opinion.
2、 Lawyer's statement
This supplementary legal opinion is an integral part of the legal opinion and lawyer work report and should be used together with the legal opinion and lawyer work report. If the legal opinion and lawyer work report are inconsistent with this supplementary legal opinion, this supplementary legal opinion shall prevail.
Unless otherwise expressly stated in this supplementary legal opinion, the matters declared by lawyers in the legal opinion and lawyer work report are applicable to this supplementary legal opinion.
This supplementary legal opinion shall come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the seal of the office.
This supplementary legal opinion is made in triplicate, and each copy has the same legal effect.
text
1、 Question 1 of registration stage inquiry
"According to the situation of the issuer's high energy consumption and high emission industry, the issuer is requested to explain the following matters, and the sponsor and the issuer's lawyer conduct special verification and issue a special verification report: (1) whether the issuer's production and operation comply with the national industrial policy, whether they are included in the corresponding industrial planning and layout, and whether the production, operation and raised investment projects belong to Whether the restricted and eliminated industries in the Guiding Catalogue for industrial structure adjustment (2019 version) belong to backward production capacity, please classify and explain them according to business or products. (2) Whether the issuer's built, under construction and raised investment projects meet the dual control requirements of energy consumption in the project location, whether it has obtained the review opinions on energy conservation of fixed asset investment projects as required, the issuer's main energy resource consumption and whether it meets the supervision requirements of the local competent Energy Conservation Department. (3) Whether the project invested by the issuer involves the construction of self provided coal-fired power plants, if so, Whether it meets the requirements of "Beijing Tianjin Hebei, Yangtze River Delta, Pearl River Delta and other regions prohibit the construction of new coal-fired self owned power plants, areas with obvious redundancy of installed capacity and low utilization hours of thermal power, and in principle, no new (expanded) self owned power plant projects will be built except for the cogeneration project of thermal fixed power" in the guiding opinions on strengthening and standardizing the supervision and management of coal-fired self owned power plants. (4) Whether the issuer's existing projects meet the requirements of environmental impact assessment documents and whether the replacement requirements for total pollutant reduction are implemented; Whether the raised investment project has obtained the reply of environmental impact assessment from the competent department of ecological environment at the corresponding level in accordance with the requirements of the environmental impact assessment law, the catalogue of classified management of environmental impact assessment of construction projects and the catalogue of construction projects approved by the Ministry of ecology and environment; Whether the issuer's built, under construction and raised investment projects need to comply with the approval, approval, filing and other procedures of the competent department and their performance. (5) Whether the issuer has coal consumption projects in the key areas of air pollution prevention and control. In accordance with Article 90 of the law on the prevention and control of air pollution, new, reconstructed and expanded coal projects in key areas for the prevention and control of air pollution shall be replaced by the same amount or reduction of coal. Whether the issuer fulfills the replacement requirements of coal equivalent or reduction that should be fulfilled. (6) Whether the issuer's built, under construction or raised investment projects are located in the high pollution fuel no combustion zone designated by the local urban people's governments according to the catalogue of high pollution fuels; if so, whether the issuer uses the corresponding types of high pollution fuels in the no combustion zone, whether the rectification has been completed, whether it has been subject to administrative punishment, and whether it constitutes a major illegal act. (7) Whether the issuer has obtained the pollutant discharge permit in time according to the regulations, whether there are circumstances such as failing to obtain the pollutant discharge permit or discharging pollutants beyond the scope of the pollutant discharge permit, whether it violates the provisions of Article 33 of the regulations on the administration of pollutant discharge permit, whether it has completed rectification, and whether it constitutes a major illegal act. (8) Whether the products produced by the issuer belong to the high pollution and high environmental risk products specified in the list of "high pollution and high environmental risk" products (2017 Edition). If the products produced by the issuer involve the high pollution and high environmental risk products in the list, please explain the income generated by the relevant products and the proportion in the main business income of the issuer, Whether it is the main product produced by the issuer; If relevant products in the issuer's production directory, please clarify the future pressure drop plan. (9) the specific links involved in environmental pollution, the names and emissions of major pollutants, the main processing facilities and processing capacity, the advanced technology or technology of the treatment facilities, the normal operation, the treatment results of energy saving and emission reduction, and whether the requirements for monitoring and treatment are properly preserved. Environmental protection investment and cost expenditure during the reporting period, and whether the environmental protection investment and environmental protection related costs match the pollution generated by the company's production and operation; Environmental protection measures taken for the project invested with raised funds and corresponding capital sources and amounts; Whether the company's daily pollution discharge monitoring meets the standard and the on-site inspection of the environmental protection department. (10) Whether the issuer has been subject to administrative punishment in the field of environmental protection in the past 36 months, whether it constitutes a major illegal act, and whether the rectification measures and the rectification comply with the provisions of environmental protection laws and regulations. Whether the company has had environmental protection accidents or major group environmental protection events, and whether there are negative media reports on the company's environmental protection.
"Intermediaries shall be diligent and responsible, conduct comprehensive and systematic verification of the above-mentioned situation of the issuer, explain the scope, method and basis of verification, and issue clear verification opinions. Issuers shall timely provide true, accurate and complete materials to intermediaries, and actively and comprehensively cooperate with intermediaries to carry out due diligence. The above-mentioned issuers include parent companies and their consolidated financial statements Subsidiaries within the scope of the table. "
reply:
In view of the above matters, lawyer Tianheng conducted the following inspections:
1、 We have consulted the Guiding Catalogue for industrial structure adjustment (2019 version), the development plan of non-ferrous metal industry (20162020), the opinions of the State Council on supporting the revitalization and development of old revolutionary base areas in the new era, and the action plan for high-quality leapfrog development of "2 + 6 + n" industry in Jiangxi Province (about 20192023) The 14th five year plan for national economic and social development of Jiangxi Province and the outline of the long-term objectives for the year 2013, the doubling plan for strategic emerging industries in Jiangxi Province (20162020), and the high quality of nonferrous metal industry in Jiangxi Province
