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
(Ⅱ)
catalogue
introduction...... six
1、 Interpretation six
2、 Attorney's statement 7 text 9 Part I supplementary legal opinions on issues related to the second round of audit inquiry letter nine
1、 Question 1 of the second round of audit inquiry letter "about establishment and capital contribution" nine
2、 Question 3 of the second round of audit inquiry letter "about subsidiaries" seventeen
3、 Question 4 of the second round of audit inquiry letter "about core technology" twenty-two
4、 Question 5 of the second round of audit inquiry letter "about the prospect of downstream market" thirty
5、 Question 7 of the second round of audit inquiry letter "on specific risks of the industrial chain" thirty-five
6、 Question 8 of the second round of audit inquiry letter "on the characteristics of high energy consumption and high emission" forty-five
7、 Question 11 of the second round of audit inquiry letter "about suppliers" seventy-nine
8、 Question 12 of the second round of audit inquiry letter "about cash transactions" ninety-two
9、 Question 18 of the second round of audit inquiry letter "about internal transactions" 94 Part II supplementary legal opinions on issues related to the audit inquiry letter one hundred and one
1、 Question 1 of the audit inquiry letter "about the previous declaration" one hundred and one
2、 Question 2 of the audit inquiry letter "about historical evolution" one hundred and five
3、 Question 4 of the audit inquiry letter "about the gambling agreement" one hundred and twenty-three
4、 Question 5 of the audit inquiry letter "about equity incentive and share based payment" one hundred and thirty-seven
5、 "Employment inquiry" 6 one hundred and forty-nine
6、 Question 7 of the audit inquiry letter "about the change of directors and senior managers" one hundred and fifty-six
7、 Question 8 of the audit inquiry letter "about business qualification" one hundred and fifty-seven
8、 Question 9 of the audit inquiry letter "about safety production" one hundred and sixty-five
9、 Question 11 of the audit inquiry letter "about Asset Integrity" one hundred and seventy
10、 Question 13 of the audit inquiry letter "about related parties" one hundred and eighty-five
11、 Question 14 of the audit inquiry letter "about related party transactions" one hundred and eighty-nine
12、 Question 15 "about Xiamen Tungsten Co.Ltd(600549) " in the audit inquiry letter one hundred and ninety-three
13、 Question 32 "about mineral rights" in the audit inquiry letter two hundred and two
14、 Question 35 of the audit inquiry letter "raised investment projects" 206 Part III supplementary legal opinions on other matters related to this offering and listing two hundred and thirteen
1、 Sponsors and shareholders (actual controllers) two hundred and thirteen
2、 Issuer's business two hundred and twenty-five
3、 Related party transactions and horizontal competition two hundred and twenty-five
4、 The principal property of the issuer two hundred and twenty-nine
5、 Significant creditor's rights and debts of the issuer two hundred and thirty-one
6、 Significant asset changes and mergers and acquisitions of the issuer two hundred and thirty-four
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 thirty-four
8、 Issuer's tax two hundred and thirty-five
9、 The issuer's environmental protection and product quality, technology and other standards two hundred and thirty-six
10、 Other issues to be explained two hundred and thirty-seven
11、 General concluding observations Appendix 240: comparison of product standards between the issuer and comparable companies in the same industry two hundred and forty-two
Fujian Tianheng united law firm
About Ganzhou Tengyuan cobalt industry new material Co., Ltd
IPO and listing on GEM
Supplementary legal opinion
(Ⅱ)
[2020] Tianheng fufei Zi No. 006023 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 [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. and [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.
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 asking questions about the audit during the reporting period and / or the supplementary legal opinion
Supplementary legal opinions on Relevant Issues of the inquiry letter The inquiry letter on the examination of the company's initial public offering of cobalt on the Shenzhen Stock Exchange and the supplementary legal documents related to the examination of the second round of listing law issued by Ganzhou tengye Co., Ltd. on January 31, 2023.
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
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 second round of audit refers to the audit letter [2021] audit letter [2021] No. 010422 issued by the listing audit center of Shenzhen Stock Exchange on March 31, 2021 Second round examination and inquiry letter on the application documents of Ganzhou Tengyuan cobalt new materials Co., Ltd. for initial public offering and listing on the gem
The reporting period refers to the period from January 1, 2018 to December 31, 2020
The supplementary legal opinion refers to the issuance date of [2020] Tianheng fufei Zi No. 006012 supplementary legal opinion on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt industry new material Co., Ltd. (i.e. March 9, 2021) To the issuance date of this supplementary legal opinion
Ganxian County Environment Bureau refers to Ganxian County Ecological Environment Bureau of Ganzhou City
China Molybdenum Co.Ltd(603993) refers to China Molybdenum Co.Ltd(603993)
Huayou Quzhou refers to Quzhou Huayou cobalt New Material Co., Ltd
Hanrui metal refers to Hanrui metal (Congo) SARL (Chinese name is Hanrui metal (Congo) Co., Ltd.), a wholly-owned subsidiary of Nanjing Hanrui Cobalt Co.Ltd(300618) in the Democratic Republic of the Congo
Chenguang rare earth refers to Ganzhou Chenguang rare earth new material Co., Ltd., formerly known as "Ganzhou Chenguang rare earth new material Co., Ltd." on March 15, 2021, the company type was changed from joint-stock company to limited company, and the issuer's related party
GICC SARL refers to the general industrial commercial Eau Congo, a mining company established in the Democratic Republic of the Congo to develop mining areas in cooperation with the issuer
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 May 19, 2021
Audit report refers to the audit report (ztsz (2021) No. 351a007501) 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.
text
Part I supplementary legal opinions on issues related to the second round of audit inquiry letter I. question 1 of the second round of audit inquiry letter "on establishment and capital contribution"
"The declaration documents and the reply to the first round of inquiry show: (1) The issuer increased its capital by 9.99 million yuan in 2005, of which 4.215 million yuan was fully based, and the verification basis of 5.775 million yuan was insufficient. However, Tengyuan Co., Ltd. has actually received the capital contribution paid by the shareholders. The above capital contribution has been used to pay the land transfer fee, project fee and equipment fee in 2004. Together with the land transfer fee, project fee and equipment fee advanced by the shareholders, the cumulative amount of 9.99 million yuan has been included in the assets and expenses of Tengyuan Co., Ltd. (2) In June 2020, Xinyu high tech investment transferred its 6.5146 million shares held by the issuer to Ganfeng Lithium Co.Ltd(002460) .
"The issuer is requested to: (1) explain the fairness of the previous equity transfer pricing of the issuer's shareholders under the condition of insufficient capital contribution basis, whether there are potential disputes and whether there is interest transfer. (2) In combination with the source of the issuer's land, plant, machinery and equipment, explain whether the issuer's assets are derived from state-owned assets. If so, please explain whether the definition of property rights of relevant state-owned assets is clear and accurate, whether the relevant assets have been subject to the approval procedures and asset evaluation procedures, and whether they comply with the laws, regulations and local policies at that time, Whether there is any situation causing the loss of state-owned assets. (3) Explain whether the background of Ganfeng Lithium Co.Ltd(002460) shares in the issuer affects the fairness of the transaction between the issuer and its subsidiary Jiangxi Ganfeng Recycling Technology Co., Ltd,
