Notice of Beijing Wanshang tianqin law firm on Crystal Clear Electronic Material Co.Ltd(300655) issuing shares to specific objects through summary procedures
Legal opinion
catalogue
interpretation…… 3 the lawyer declares that 7 text nine
1、 The issuer’s approval and authorization for this offering nine
2、 The issuer’s subject qualification for this offering eleven
3、 The issuer’s substantive conditions for this offering twelve
4、 Establishment of the issuer fifteen
5、 Independence of the issuer fifteen
6、 Major shareholders and actual controllers of the issuer eighteen
7、 Evolution of the issuer’s share capital and equity eighteen
8、 Issuer’s business nineteen
9、 Related party transactions and horizontal competition nineteen
10、 The principal property of the issuer thirty
11、 Significant creditor’s rights and debts of the issuer thirty-four
12、 Significant asset changes and mergers and acquisitions of the issuer thirty-five
13、 Formulation and amendment of the articles of association of the issuer thirty-eight
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors thirty-nine
15、 Directors, supervisors and senior managers of the issuer and their changes thirty-nine
16、 Tax and financial subsidies of the issuer forty
17、 The issuer’s environmental protection, product quality, technology and other standards forty
18、 Application of funds raised by the issuer forty-one
19、 The issuer’s business development objectives forty-two
20、 The issuer’s involvement in litigation, arbitration and administrative punishment forty-two
21、 Evaluation on the legal risk of the issuer’s prospectus forty-four
22、 General concluding observations forty-five
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
We refer to Beijing Wanshang tianqin law firm
Issuer, company, listed company, Crystal Clear Electronic Material Co.Ltd(300655) , formerly known as “Suzhou Jingrui chemical”
Crystal Clear Electronic Material Co.Ltd(300655) Co., Ltd. ”
Jingrui Co., Ltd. refers to Suzhou Jingrui Chemical Co., Ltd., which is the predecessor of the issuer
This issuance refers to the issuer’s issuance of no more than 6268083 shares (including 6268083 shares) to specific objects in 2021
According to the authorization of the issuer’s 2020 annual general meeting, The proposal on the company’s stock issuance scheme in 2021 to the objects specified in the issuance scheme through summary procedures, which was deliberated and adopted at the 51st meeting of the second board of directors held on November 1, 2021, and the proposal deliberated and adopted at the 55th meeting of the second board of directors of the issuer Adjustment made in the proposal on adjusting the company’s scheme of issuing shares to specific objects through simple procedures in 2021
Xinyin International Co., Ltd., a limited liability company registered in Hong Kong on August 5, 2009, formerly known as big prosper limited. Xinyin International (Hong Kong) refers to (Chinese Name: daxinglong Co., Ltd.); it was renamed New Silver International Limited (Chinese Name: Xinyin International Co., Ltd.) on December 21, 2009
Nanhai growth refers to Nanhai growth (Tianjin) equity investment fund partnership (limited partnership)
Xianghe Hongan refers to Shanghai Xianghe Hongan equity investment partnership (limited partnership)
Xianghe equity refers to Shanghai Xianghe equity investment partnership (limited partnership)
New silver International Limited (Chinese Name: New Silver International (BVI) refers to new silver International Limited), which was incorporated in the British Virgin Islands on July 20, 2009
Suzhou Ruihong refers to Suzhou Ruihong Electronic Chemicals Co., Ltd
Jingrui New Energy Technology Co., Ltd., formerly known as “zayuan pelson new energy Jingrui new energy index”
Source Technology Co., Ltd
Ruihong lithium battery refers to Ruihong lithium battery material (Suzhou) Co., Ltd
Meishan Jingrui refers to Meishan Jingrui Electronic Materials Co., Ltd
Shanfeng investment refers to Shanfeng investment (Jiangsu) Co., Ltd
Jiangsu Yangheng Chemical Co., Ltd
Jiangsu Zhenyu refers to Jiangsu Zhenyu Chemical Co., Ltd
Anhui Jingrui refers to Anhui Jingrui microelectronic material Co., Ltd
Hubei Jingrui refers to Jingrui (Hubei) Microelectronic Materials Co., Ltd
Jingui photoelectric refers to Taonan Jingui photoelectric Co., Ltd
Yangyang material refers to Wuxi Yangyang material Trade Co., Ltd
Jingzhirui refers to jingzhirui (Suzhou) Microelectronics Technology Co., Ltd
Nantong Jingrui refers to Jingrui chemical (Nantong) Co., Ltd
Fuyuan partnership refers to Fuzhou Fuyuan investment partnership (limited partnership)
Pelson environmental protection refers to pelson Environmental Protection Technology Co., Ltd
Japan ruiweng means Japan ruiweng Co., Ltd
Marubeni means Marubeni Co., Ltd
Shanghai ruiweng refers to ruiweng Trading (Shanghai) Co., Ltd
Hong Kong Marubeni refers to Marubeni Hong Kong South China Co., Ltd
Sponsor, lead underwriter, state
Refers to Guosen Securities Co.Ltd(002736)
Trust Securities
Yinxin appraisal refers to Yinxin Asset Appraisal Co., Ltd
Dahua means Dahua Certified Public Accountants (special general partnership)
Lixin means Lixin Certified Public Accountants (special general partnership)
Sponsor agreement refers to the sponsor agreement on the establishment of the issuer signed by all sponsors of the Issuer on June 15, 2015
The articles of association refers to the articles of association of Suzhou Jingrui Chemical Co., Ltd
The articles of Association (Draft) refers to the articles of Association (Draft) of Suzhou Jingrui Chemical Co., Ltd
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
The review rules for securities issuance and listing of companies listed on the growth enterprise market of Shenzhen Stock Exchange refer to
Nuclear rules
Securities issuance and underwriting implement the Shenzhen Stock Exchange GEM listed companies’ securities issuance and underwriting index
Business implementation rules
No. 12 of the preparation and reporting rules refers to No. 12 of the preparation and reporting rules for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
The GEM Listing Rules refer to the GEM Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of the gem refer to the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the measures for securities legal business refer to the measures for the administration of law firms engaging in securities legal business, and the rules for securities legal business refer to Practicing rules for securities legal business of law firms (for Trial Implementation)
Lawyer’s work report and lawyer’s work report of Beijing Wanshang tianqin law firm on the issuance of shares by Jingrui electronic materials stock index Co., Ltd. to specific objects through simple procedures
Work report
Legal opinion of Beijing Wanshang tianqin law firm on the share capital of Jingrui electronic materials
Means a legal opinion on the issuance of shares by a limited company to specific objects through summary procedures
The audit report of the issuer for 2018, 2019 and 2020 issued by the audit institution refers to the annual audit report, and can also refer to one of these audit reports according to the context
Internal control report refers to the internal control assurance report of Suzhou Jingrui Chemical Co., Ltd. (dahuhe Zi [2021] 002301) issued by the audit institution
The prospectus refers to the prospectus finally signed as the application document as of the issuance date of this legal opinion
Prospectus for issuance of shares to specific objects by Crystal Clear Electronic Material Co.Ltd(300655) gem through simple procedures (application draft) submitted
Listing means that the issuer’s shares are approved to be listed and traded on the stock exchange
The reporting period refers to 2018, 2019, 2020 and January September 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Suzhou administration for Industry and commerce, formerly known as “Suzhou administration for Industry and Commerce of Jiangsu Province”
“Administrative authority”
Suzhou Supervision Bureau refers to Suzhou market supervision and Administration Bureau
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan (unless otherwise specified)
Beijing Wanshang tianqin law firm
About Crystal Clear Electronic Material Co.Ltd(300655)
Issuing shares to specific objects through summary procedures
Legal opinion
To: Crystal Clear Electronic Material Co.Ltd(300655)
In accordance with the company law, the securities law and other relevant laws and regulations and the measures for registration administration, as well as the relevant provisions of the preparation rules No. 12, the measures for securities legal business, the rules for securities legal business and other normative documents issued by the CSRC, the exchange signed the special legal service contract with the issuer and accepted the entrustment of the issuer, As the special legal adviser of the issuer for this offering, this legal opinion is issued for the issuer in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Lawyer’s statement
In order to issue this legal opinion, our lawyer declares that
