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
(Ⅵ)
catalogue
introduction...... six
1、 Interpretation six
2、 Attorney's statement 7 text 9 Part I supplementary legal opinions on issues related to the audit inquiry letter nine
1、 Question 1 of the audit inquiry letter "about the previous declaration" nine
2、 Question 2 of the audit inquiry letter "about historical evolution" sixteen
3、 Question 5 of the audit inquiry letter "about equity incentive and share based payment" forty-nine
4、 Question 6 of the audit inquiry letter "about labor employment" sixty-one
5、 Question 7 of the audit inquiry letter "about the change of directors and senior managers" sixty-eight
6、 Question 8 of the audit inquiry letter "about business qualification" seventy
7、 Question 9 of the audit inquiry letter "about safety production" seventy-five
8、 Question 10 of the audit inquiry letter "about administrative punishment" eighty-one
9、 Question 11 of the audit inquiry letter "about Asset Integrity" eighty-three
10、 Question 13 of the audit inquiry letter "about related parties" ninety-six
11、 Question 14 of the audit inquiry letter "about related party transactions" one hundred and fourteen
12、 Question 15 "about Xiamen Tungsten Co.Ltd(600549) " in the audit inquiry letter one hundred and twenty-three
13、 Question 18 of the audit inquiry letter "about entrusted processing" one hundred and thirty-two
14、 Question 32 "about mineral rights" in the audit inquiry letter one hundred and thirty-six
15、 Question 35 of the audit inquiry letter "raised investment projects" Part II supplementary legal opinions on issues related to the second round of audit inquiry letter one hundred and forty-nine
1、 Question 1 of the second round of audit inquiry letter "about establishment and capital contribution" one hundred and forty-nine
2、 Question 3 of the second round of audit inquiry letter "about subsidiaries" one hundred and fifty-three
3、 Question 4 of the second round of audit inquiry letter "about core technology" one hundred and fifty-eight
4、 Question 7 of the second round of audit inquiry letter "on specific risks of the industrial chain" one hundred and sixty-six
5、 Question 8 of the second round of audit inquiry letter "on the characteristics of high energy consumption and high emission" one hundred and sixty-eight
6、 Question 11 of the second round of audit inquiry letter "about suppliers" one hundred and eighty-six
7、 Question 12 of the second round of audit inquiry letter "about cash transactions" one hundred and ninety-three
8、 Question 18 of the second round of audit inquiry letter "about internal transactions" 195 Part III supplementary legal opinions on issues related to the third round of audit inquiry letter one hundred and ninety-eight
1、 Question 1 of the third round of audit inquiry letter "gem positioning" one hundred and ninety-eight
2、 Question 6 of the third round of audit inquiry letter "about taxes" two hundred and eleven
3、 Question 9 of the third round of audit inquiry letter "about industries with high pollution and high environmental risk" two hundred and fourteen
3、 Question 10 of the third round of audit inquiry letter "on the verification of Shareholder Information" Part IV supplementary legal opinions on issues related to the implementation letter of the opinions of the Audit Center two hundred and thirty-four
Question 3 of the opinion implementation letter of the Audit Center: "about overseas business risks" 234 Part V supplementary legal opinions on other matters related to this offering and listing two hundred and forty
1、 Sponsors and shareholders (actual controllers) two hundred and forty
2、 Issuer's business two hundred and fifty-two
3、 Related party transactions and horizontal competition two hundred and fifty-three
4、 The principal property of the issuer two hundred and fifty-eight
5、 Significant creditor's rights and debts of the issuer two hundred and sixty
6、 Significant asset changes and mergers and acquisitions of the issuer two hundred and sixty-five
7、 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 sixty-six
8、 Issuer's tax two hundred and sixty-six
9、 The issuer's environmental protection and product quality, technology and other standards two hundred and sixty-eight
10、 Application of funds raised by the issuer two hundred and sixty-nine
11、 Other issues to be explained two hundred and seventy
12、 General concluding observations two hundred and seventy-three
Fujian Tianheng united law firm
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
IPO and listing on GEM
Supplementary legal opinion
(Ⅵ)
[2020] Tianheng fufei Zi No. 006049 to: Ganzhou Tengyuan cobalt industry new material 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] 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) [2020] tianhengfufei Zi No. 006043 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (IV) and [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.
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 audit inquiry letter, the second round of audit inquiry letter, the third round of audit inquiry letter, the opinion implementation letter of the audit center and other relevant matters related to the issuance and listing during the reporting period and / or the 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 industry new material Co., Ltd. (2020) Tianheng fufei Zi No. 006006 issued by Fujian Tianheng united law firm [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 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) [2020] Tianheng fufei Zi No. 006043 supplementary legal opinion on initial public offering and listing on gem of Ganzhou Tengyuan cobalt new materials Co., Ltd. (IV) and [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)
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 reporting period refers to the period from January 1, 2018 to June 30, 2021
The supplementary legal opinion refers to the issuance date of [2020] Tianheng fufei Zi No. 006023 supplementary legal opinion on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (i.e. May 19, 2021) To the issuance date of this supplementary legal opinion
Congo Tengyuan supplementary legal opinion refers to the supplementary legal opinion (II) on Tengyuan cobalt copper resources Co., Ltd. issued by Laurent mbako law firm on September 7, 2021 and certified by the Chinese Embassy in the Democratic Republic of the Congo on September 20, 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 October 21, 2021
Audit report refers to the audit report (ztsz (2021) No. 351a024200) issued by Zhitong Certified Public Accountants (special general partnership)
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
