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
Legal opinion
catalogue
introduction…… four
1、 Interpretation four
2、 Attorney’s statement 6 text eight
1、 Approval and authorization of this offering and listing eight
2、 The issuer’s subject qualification for this issuance and listing eight
3、 The substantive conditions of this offering and listing eight
4、 Establishment and overall change of the issuer eight
5、 Independence of the issuer nine
6、 Sponsors and shareholders (actual controllers) nine
7、 The share capital and evolution of the issuer ten
8、 Issuer’s business twelve
9、 Related party transactions and horizontal competition thirteen
10、 The principal property of the issuer thirteen
11、 Significant creditor’s rights and debts of the issuer fifteen
12、 Significant asset changes and mergers and acquisitions of the issuer sixteen
13、 Formulation and amendment of the issuer’s articles of Association sixteen
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors sixteen
15、 Directors, supervisors and senior managers of the issuer and their changes seventeen
16、 Issuer’s tax eighteen
17、 The issuer’s environmental protection and product quality, technology and other standards nineteen
18、 Application of funds raised by the issuer twenty
19、 The issuer’s business development objectives twenty
20、 Litigation, arbitration or administrative punishment twenty
21、 Evaluation of legal risks in the prospectus twenty-one
22、 Other issues to be explained twenty-two
23、 General concluding observations twenty-three
Fujian Tianheng united law firm
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
IPO and listing on GEM
Legal opinion
[2020] Tianheng fufei Zi No. 006006 to: Ganzhou Tengyuan cobalt new materials Co., Ltd
Fujian Tianheng united law firm accepted the entrustment of Ganzhou Tengyuan cobalt new materials Co., Ltd. and appointed lawyer Lin Hui, Lawyer Chen Luxin and Lawyer Chen Yun as special legal counsel for its initial public offering and listing on the gem.
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 legal opinion on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd.
introduction
1、 Interpretation
In this legal opinion, unless expressly stated or otherwise defined in the context, the following terms have the following specific meanings:
The issuer refers to the subject applying for IPO and listing on the gem. The name of the joint stock limited company stage is “Ganzhou Tengyuan cobalt new materials Co., Ltd.”, The name of the limited liability company stage is “Ganzhou Tengyuan cobalt Industry Co., Ltd.”
Tengyuan Co., Ltd. and joint stock company refer to the name of the issuer at the stage of joint stock limited company, namely “Ganzhou Tengyuan cobalt industry new material Co., Ltd.”
Tengyuan Co., Ltd. refers to the name of the issuer at the stage of limited liability company, namely “Ganzhou Tengyuan cobalt Industry Co., Ltd.”
Congo Tengyuan refers to Tengyuan cobalt & Copper Resources Ltd. Co. (Chinese Name: Tengyuan cobalt copper resources Co., Ltd.) wholly-owned by Tengyuan new materials (Hong Kong) Investment Holding Co., Ltd. in the Democratic Republic of the Congo
Hong Kong Victor refers to Victor International Trade Co., Limited (Chinese Name: Victor International Trade Co., Ltd.) wholly established by the issuer in the Hong Kong Special Administrative Region
Hong Kong Tengyuan refers to Tengyuan n new materials (Hong Kong) Investment Holding Limited (Chinese Name: Tengyuan new materials (Hong Kong) Investment Holding Co., Ltd.) wholly established by the issuer in the Hong Kong Special Administrative Region
The old factory area of Hongjin Industrial Park refers to the factory area of the issuer located at No. 5, tanxia Road, Hongjin Industrial Park, Ganzhou high tech Industrial Park, Jiangxi Province
The new plant area of Yangtang Industrial Park refers to the plant area of the issuer located in Maodian new material industrial base, Ganxian County, Yangtang area, Ganzhou high tech Industrial Park, Jiangxi Province
This issuance and listing refers to the initial public offering of shares by Ganzhou Tengyuan cobalt new materials Co., Ltd. and its listing on the gem
The reporting period refers to the period from January 1, 2017 to March 31, 2020
The Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Regulations on the administration of company registration refers to the regulations of the people’s Republic of China on the administration of company registration
The measures for the initial public offering of gem refers to the measures for the administration of the registration of initial public offering of shares on GEM (for Trial Implementation)
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules
CSRC refers to the China Securities Regulatory Commission
Sponsor agreement refers to the sponsor agreement on the overall change of Ganzhou Tengyuan cobalt Industry Co., Ltd. into a joint stock limited company signed by Luo Jie and 14 sponsors on July 26, 2016
The articles of association refers to the articles of association of Ganzhou Tengyuan cobalt industry new material Co., Ltd. and the articles of Association (Draft) refers to the articles of association of Ganzhou Tengyuan cobalt industry new material Co., Ltd. approved at the sixth extraordinary general meeting of shareholders in 2020 and implemented after listing Articles of Association (Draft) of Ganzhou Tengyuan cobalt new materials Co., Ltd
Congo Tengyuan legal opinion refers to the legal opinion on Tengyuan cobalt copper resources Co., Ltd. issued by Laurent mbako law firm on August 22, 2020 and certified by the Chinese Embassy in the Democratic Republic of the Congo on September 4, 2020
The work report (fhz [2020] No. 006007) issued by Fujian law firm refers to the work report issued by fhz 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
The prospectus refers to the prospectus (declaration draft) of Ganzhou Tengyuan cobalt industry new materials Co., Ltd. for initial public offering and listing on the gem signed by the Issuer on September 21, 2020
This office refers to Fujian Tianheng united law firm
Lawyer Tianheng and our lawyer refer to the lawyer in charge of Lin Hui law in the capital market department of Fujian Tianheng united law firm, Lawyer Chen Luxin and Lawyer Chen Yun
DRC refers to the Democratic Republic of the Congo
Territory refers to the mainland of the people’s Republic of China
Overseas refers to other countries and regions outside the mainland of the people’s Republic of China, including the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region of the people’s Republic of China
Yuan means RMB yuan
2、 Lawyer’s statement
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the issuance date of this legal opinion and lawyer work report, We have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion and the lawyer’s 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 responsibilities.
The above verification and verification conducted by our lawyers has been guaranteed by the issuer, its controlling shareholders, actual controllers and other relevant parties: the documents and oral statements provided to our lawyers are true, accurate, complete and effective; The copies of the documents provided are consistent with the original and the copies are consistent with the original; The signatures and seals on the documents provided are true and valid; We have provided our lawyers with all documents related to this offering and listing, and disclosed all facts related to this offering and listing to our lawyers, without any concealment, omission, falsehood or misleading.
This legal opinion and lawyer work report are made by our lawyers based on their understanding of relevant facts and laws, regulations and normative documents. Our lawyers judge the legality and validity of relevant matters based on the applicable laws, regulations and normative documents at that time, and also fully consider the provisions of current laws, regulations and normative documents and the approval, confirmation and ratification given by relevant government departments.
Our lawyers will not express opinions on other professional matters other than accounting, audit, capital verification, asset evaluation, financial analysis, investment decision-making and business development involved in this issuance and listing. Our lawyers are not qualified to verify and express opinions on these professional matters. The legal opinion and the lawyer’s work report have fulfilled the general duty of care for the references to the data and conclusions of relevant accounting statements, audit reports, capital verification reports, asset evaluation reports or other professional reports, but such references do not mean that our lawyers have made any express or implied confirmation of the authenticity, accuracy, completeness and legitimacy of these contents
