Shanghai jintiancheng law firm
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Issuance of A-Shares to specific objects in 2021
Legal opinion
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
catalogue 1. Declaration matters 4 text six
1、 Approval and authorization of this offering six
2、 The issuer's subject qualification for this offering six
3、 The substantive conditions of this offering seven
4、 Establishment of the issuer eleven
5、 Independence of the issuer eleven
6、 Sponsors and shareholders of the issuer eleven
7、 The share capital of the issuer and its evolution twelve
8、 Issuer's business twelve
9、 Related party transactions and horizontal competition thirteen
10、 The principal property of the issuer fourteen
11、 Significant creditor's rights and debts of the issuer fourteen
12、 Significant asset changes and mergers and acquisitions of the issuer fourteen
13、 Formulation and amendment of the issuer's articles of Association fifteen
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors fifteen
15、 Directors, supervisors and senior managers of the issuer and their changes fifteen
16、 Issuer's tax sixteen
17、 The issuer's environmental protection, product quality, technology and other standards and social security sixteen
18、 Application of funds raised by the issuer seventeen
19、 The issuer's business development objectives seventeen
20、 Litigation, arbitration or administrative punishment seventeen
21、 Examination of the application documents for this issuance eighteen
22、 Concluding observations eighteen
interpretation
Unless otherwise specified in this legal opinion, the following words or abbreviations have the following meanings:
This issuance refers to the issuance of A-Shares by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects in 2021
The last three years and the reporting period refer to the period from January 1, 2018 to June 30, 2021
The issuer and the company refer to Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Ltd. and Funeng Co., Ltd. refer to Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Funeng Zhenjiang refers to Farasis Energy (Gan Zhou) Co.Ltd(688567) (Zhenjiang) Co., Ltd
Funeng USA means farasis energy USA, Inc
Funeng global refers to farasis energy Global Limited
Funeng Europe means farasis energy Europe GmbH
Funeng Germany means farasis energy (Germany) GmbH
Funeng Luxembourg means farasis energy (Luxembourg) Co.Ltd
Funeng innovation refers to farasis energy (Luxembourg) innovative solutions Co.Ltd
Hong Kong Funeng means farasis energy (Asia Pacific) Limited
Shenzhen Anyan refers to Shenzhen Anyan investment partnership (limited partnership)
Shanghang Xingyuan refers to Shanghang Xingyuan equity investment partnership (limited partnership)
Ganzhou Jingchuang refers to Ganzhou Jingchuang enterprise management partnership (limited partnership)
Ganzhou Fuji refers to Ganzhou Fuji enterprise management partnership (limited partnership)
Ganzhou Bochuang refers to Ganzhou Bochuang enterprise management partnership (limited partnership)
Katten muchin Rosenman LLP SHANGHAI, an American law firm
Overseas legal opinions refer to the due diligence analysis on Funeng America issued by representative office on June 30, 2021
CSRC refers to the China Securities Regulatory Commission
Dahua means Dahua Certified Public Accountants (special general partnership)
Shanghai jintiancheng law firm
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for the issuer's issuance
Lawyer's work report refers to the lawyer's work report of Shanghai jintiancheng law firm on Issuing A-share shares to specific objects by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. in 2021 issued by the exchange for this offering
Legal opinion refers to the legal opinion of Shanghai jintiancheng law firm on the issuance of A-Shares by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. to specific objects in 2021 issued by the exchange for this issuance
The articles of association refers to the articles of association of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. in force
The audit report refers to the audit report (dhsz [2021] No. 007774) and the audit report (Ernst & Young Huaming (2020) SZ No. 61378085b02)
The Company Law refers to the company law of the people's Republic of China (amended in 2018)
Securities Law of the people's Republic of China (revised in 2019)
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
"Examination questions and answers" refers to the notice of Shanghai Stock Exchange on Issuing the "examination questions and answers for the issuance and listing of securities of companies listed on the science and Innovation Board of Shanghai Stock Exchange"
The measures for the administration of securities legal business refer to the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business refer to the rules for the practice of securities legal business of law firms (for Trial Implementation)
The compilation and reporting rules No. 12 refers to the compilation and reporting rules for information disclosure of public securities companies (No. 12) - legal opinions and lawyers' work reports on public securities issuance
China means the people's Republic of China and is only for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: unless otherwise specified, any discrepancy between the total count and the mantissa of the sum of itemized values in this legal opinion is caused by rounding.
Shanghai jintiancheng law firm
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Issuance of A-Shares to specific objects in 2021
Legal opinion
Case No.: 01f20214194 to: Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
The exchange accepts the entrustment of the issuer and acts as the special legal adviser of the issuer for this issuance in accordance with the special legal service contract signed between the issuer and the exchange.
The exchange and its handling lawyers have issued this legal opinion on the matters related to the issuer's issuance in accordance with the provisions of the company law, the securities law, the measures for the administration of registration, the implementation rules and other relevant laws, regulations and normative documents.
Declaration matters
1、 In accordance with the provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of securities legal business, the rules for the practice of securities legal business and the Compilation Rules No. 12, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance, and do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in the relevant audit report, asset evaluation report and internal control report in the lawyer's work report and this legal opinion issued for this issuance does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this legal opinion;
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. 5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion on its own in the application documents or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers issue this legal opinion in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry.
Text
1、 Approval and authorization of this offering
(I) after verification by the lawyers of the firm, the issuer held the 33rd meeting of the first board of directors and the second extraordinary general meeting of shareholders in 2021 on September 15, 2021 and October 13, 2021 respectively, deliberated and adopted relevant proposals on the issuance and made resolutions to approve the issuance.
(II) upon verification by the lawyers of the exchange, the convening, convening method and voting procedures of the aforesaid meeting of the issuer comply with the provisions of laws, regulations, normative documents and the articles of association, and the contents of the resolution are legal and effective.
(III) after verification by our lawyers, the 33rd meeting of the first board of directors of the issuer and the second extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of issuing shares to specific objects, and authorized the board of directors.
In conclusion, our lawyers believe that the issuer has obtained the necessary approval and authorization of the issuer's general meeting of shareholders, and the resolutions of such approval and authorization are legal and valid; The scope of authorization and procedures for the board of directors authorized by the general meeting of shareholders of the issuer to handle matters related to this issuance are legal and effective. According to the provisions of relevant laws, regulations and normative documents, the issue can only be implemented after the issuance and listing of Shanghai Stock Exchange is reviewed and reported to the CSRC for approval and registration. 2、 The issuer's subject qualification for this offering
(I) the issuer currently holds the business license with the unified social credit code of 913607006984663896 issued by Ganzhou market supervision and Administration Bureau, and the legal representative is Yu Wang; The registered capital is 107066968500 yuan only; The domicile is Ganzhou economic and Technological Development Zone, Jiangxi Province
