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
catalogue
introduction…… two
1、 Interpretation two
2、 Attorney’s statement 4 text 5 Part I supplementary legal opinions on issues related to the audit inquiry letter five
1、 Question 1 of the audit inquiry letter “about the previous declaration” five
2、 Question 2 of the audit inquiry letter “about historical evolution” fourteen
3、 Question 3 of the audit inquiry letter “about the actual controller” sixty-nine
4、 Question 4 of the audit inquiry letter “about the gambling agreement” eighty-three
5、 Question 5 of the audit inquiry letter “about equity incentive and share based payment” ninety-seven
6、 Question 6 of the audit inquiry letter “about labor employment” one hundred and thirteen
7、 Question 7 of the audit inquiry letter “about the change of directors and senior managers” one hundred and twenty-one
8、 Question 8 of the audit inquiry letter “about business qualification” one hundred and twenty-seven
9、 Question 9 of the audit inquiry letter “about safety production” one hundred and forty-four
10、 Question 10 of the audit inquiry letter “about administrative punishment” one hundred and fifty-nine
11、 Question 11 of the audit inquiry letter “about Asset Integrity” one hundred and sixty-five
12、 Question 12 of the audit inquiry letter “about core technology and market prospect” one hundred and eighty-two
13、 Question 13 of the audit inquiry letter “about related parties” one hundred and ninety-one
14、 Question 14 of the audit inquiry letter “about related party transactions” two hundred and thirteen
15、 Question 15 “about Xiamen Tungsten Co.Ltd(600549) ” in the audit inquiry letter two hundred and twenty-four
16、 Question 16 of the audit inquiry letter “about downstream industries” two hundred and thirty-eight
17、 Question 18 of the audit inquiry letter “about entrusted processing” two hundred and forty
18、 Question 32 “about mineral rights” in the audit inquiry letter two hundred and forty-three
19、 Question 35 of the audit inquiry letter “about raised investment projects” 249 Part II supplementary legal opinions on other matters related to this offering and listing two hundred and fifty-seven
1、 The issuer’s subject qualification for this issuance and listing two hundred and fifty-seven
2、 Sponsors and shareholders (actual controllers) two hundred and fifty-seven
3、 Issuer’s business two hundred and sixty-four
4、 Related party transactions and horizontal competition two hundred and sixty-seven
5、 The principal property of the issuer two hundred and seventy-two
6、 Significant creditor’s rights and debts of the issuer two hundred and seventy-four
7、 Significant asset changes and mergers and acquisitions of the issuer two hundred and seventy-eight
8、 Formulation and amendment of the issuer’s articles of Association two hundred and seventy-nine
9、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors two hundred and eighty
10、 Issuer’s tax two hundred and eighty
11、 The issuer’s environmental protection and product quality, technology and other standards two hundred and eighty-three
12、 Application of funds raised by the issuer two hundred and eighty-three
13、 Other issues to be explained two hundred and eighty-four
14、 General concluding observations Annex 286: main properties of the issuer two hundred and eighty-eight
Fujian Tianheng united law firm
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
IPO and listing on GEM
Supplementary legal opinion
[2020] Tianheng fufei Zi No. 006012 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 [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. and [2020] Tianheng fufei Zi No. 006007 Lawyer’s work report on issuing legal opinions on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd.
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 is now on the relevant legal issues and other matters related to the issuance and listing of Ganzhou Tengyuan cobalt new materials Co., Ltd. in the examination and inquiry letter on the application documents for initial public offering and listing on the gem issued by the listing examination center of Shenzhen Stock Exchange on November 2, 2020, Issue this supplementary legal opinion.
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 new materials Co., Ltd. (2020) Tianheng fufei Zi No. 006006 issued by Fujian Tianheng united law firm
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 examination and inquiry letter refers to the examination and inquiry letter on the application documents of Ganzhou Tengyuan cobalt industry new materials Co., Ltd. for initial public offering and listing on the gem (examination and inquiry letter [2020] No. 010710) issued by the listing examination center of Shenzhen Stock Exchange on November 2, 2020
“Examination questions and answers” refers to the “examination questions and answers for the initial public offering and listing of GEM stocks in Shenzhen Stock Exchange”
The reporting period refers to the period from January 1, 2017 to September 30, 2020
The supplementary legal opinion refers to the period from the issuance date of the legal opinion and the lawyer’s work report to the issuance date of the supplementary legal opinion
Safety Supervision Bureau refers to the work safety supervision and Administration Bureau
Hongshi venture capital refers to Ganzhou Hongshi mining venture capital center (limited partnership)
Weichuang Futong refers to Shenzhen Weichuang Futong Investment Co., Ltd
Qiansheng venture capital refers to Ganzhou Qiansheng venture capital center (limited partnership)
Baotou Steel Rare Earth refers to China China Northern Rare Earth (Group) High-Tech Co.Ltd(600111) (Group) High Tech Co., Ltd., formerly known as “Inner Mongolia Baotou Steel Rare Earth (Group) High Tech Co., Ltd.”
Hongteng investment refers to Shangyou Hongteng new material investment center (general partnership). Hong Kong Tengyuan nonferrous metals (Hong Kong) Co., Ltd. has been cancelled. Gretel technology refers to Ganzhou Gretel Permanent Magnet Technology Co., Ltd
Thailand Xinyuan rare earth refers to Xinyuan rare earth (Thailand) Co., Ltd
Qunxin new material refers to Jiangxi Qunxin strong magnetic New Material Co., Ltd
Jiangxi YINGSHANHONG refers to Jiangxi YINGSHANHONG Industrial Co., Ltd., which has been cancelled
Ganzhou Yingchuang investment refers to Ganzhou Yingchuang Investment Center (limited partnership), which has been cancelled
Nanjing Hanrui Cobalt Co.Ltd(300618) refers to Nanjing Hanrui Cobalt Co.Ltd(300618)
Zhejiang Huayou Cobalt Co.Ltd(603799) refers to Zhejiang Huayou Cobalt Co.Ltd(603799)
Chinese employees refer to the Chinese employees of Congo Tengyuan
Foreign employees refer to non Chinese employees of Congo Tengyuan
The prospectus refers to the prospectus (application draft) of Ganzhou Tengyuan cobalt new materials Co., Ltd. for initial public offering and listing on the gem signed by the Issuer on March 9, 2020
Audit report refers to the audit report (ztsz (2020) No. 351za11446) and audit report (ztsz (2021) No. 351za00035) issued by Zhitong Certified Public Accountants (special general partnership)
Congo Tengyuan supplementary legal opinion refers to the supplementary legal opinion on Tengyuan cobalt copper resources Co., Ltd. issued by Laurent mbako law firm on January 8, 2021 and certified by the Chinese Embassy in the Democratic Republic of the Congo on January 15, 2021
Hong Kong Victor supplement refers to the legal opinion issued by lawyer Liang Qinghao of Hong Kong liangjiaju law firm on December 2, 2020 and notarized by lawyer Liang Jiaju, a notary entrusted by China, and transmitted by China legal services (Hong Kong) Co., Ltd Legal opinion on whether Victor International Trading Co., Ltd. sells cathode copper (also known as electrodeposited copper) globally involving hazardous chemicals and whether it needs to obtain relevant business qualifications in its location and sales place
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
Part I supplementary legal opinions on issues related to the audit inquiry letter
1、 Question 1 of the audit inquiry letter “about the previous declaration”
“The application documents show that the issuer’s previous IPO application was not approved in January 2018. The issuer is requested to disclose the reasons for the failure of the previous IPO application, the rectification and implementation of relevant matters, and the changes of shareholders after the termination of the previous IPO, including but not limited to the withdrawal and reasons of the previously reported shareholders, the pricing and pricing basis of share trading, the payment of price and the source of funds . the relationship between the newly added shareholders and the previous reporting shareholders, whether there are interest arrangements such as equity holding on behalf of the shareholders and trust holding, and whether there are other situations to evade supervision; Changes of relevant intermediaries and their signatories since the previous declaration; The information disclosure difference between the current application materials and the previous application materials and the reasons for the difference. The sponsor, the issuer’s lawyer and the reporting accountant are requested to express their clear opinions. “
reply:
In view of the above matters, lawyer Tianheng conducted the following inspections:
1. Obtained the decision on disapproving the application for initial public offering of Ganzhou Tengyuan cobalt new materials Co., Ltd. (2018) 450 issued by the CSRC on March 14, 2018, and reviewed the audit report and original financial statements of the issuer’s previous IPO application
