Shanghai Guangfa law firm
About Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
Tel: 02158358013 | Fax: 02158358012
Website: http://www.gffirm.com com. | Email: [email protected].
Office address: 26th floor, Taikang Insurance Building, No. 429, Nanquan North Road, Pudong New Area, Shanghai Postal Code:
catalogue
1、 About the approval and authorization of the issuer for this offering 6 II. About the issuer's subject qualification for this offering 7. III. substantive conditions of the issuer's issuance 8 IV. establishment of the issuer 13 v. about the independence of the issuer 15 VI. about the initiator, controlling shareholder and actual controller of the issuer 18 VII. About the issuer's share capital and its evolution 21 VIII. About the business of the issuer 24 IX. related party transactions and horizontal competition 25 X. about the issuer's main property 37 Xi. Major creditor's rights and debts of the issuer 40 XII. Major asset changes and mergers and acquisitions of the issuer 41 XIII. Formulation and amendment of the articles of association of the issuer 42 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 42 XV. About the directors, supervisors and senior managers of the issuer and their changes 43 XVI. About the tax of the issuer 44 XVII. Environmental protection, product quality, technology and other standards of the issuer 44 XVIII. Application of funds raised by the issuer 45 XIX. About the issuer's business development objectives 48 XX. Litigation, arbitration or administrative punishment 49 XXI. Evaluation of the legal risk of the issuer's prospectus 50. Other matters that the lawyer thinks need to be explained 50 XXIII. General concluding observations of this offering fifty-two
Shanghai Guangfa law firm
About Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
Legal opinions on issuing convertible corporate bonds to unspecified objects
To: Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
Shanghai Guangfa law firm (hereinafter referred to as "the firm") accepts the entrustment of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) as the special legal adviser for its application for issuing convertible corporate bonds to unspecified objects, 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 securities issuance registration of companies listed on the gem (for Trial Implementation) and the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance issued by the China Securities Regulatory Commission The law and regulations on the practice of securities firms shall be implemented in accordance with the spirit of laws and regulations on the practice of securities firms, and the rules on the administration of diligence of lawyers in the securities industry.
Part I Introduction
1、 Meaning of abbreviation in this legal opinion
1. CSRC: refers to the China Securities Regulatory Commission;
2. Shenzhen Stock Exchange: refers to Shenzhen Stock Exchange;
3. Issuer, Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) , company: refers to Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) , which is wholly changed and established by Luoyang Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) slewing ring Co., Ltd;
4. Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) Co., Ltd.: refers to Luoyang Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) slewing ring Co., Ltd;
5. Sponsors: Xiao Zhengqiang, Xiao Gaoqiang, Haitong Kaiyuan Investment Co., Ltd., Shanghai Huijin Investment Center (limited partnership), Wuxi Guolian Zhuocheng Venture Capital Co., Ltd., Yan Mingxin, Hao Wenlu, Cheng Jianguo, Fang Zhongqing, Zhang zhanpu, Wang Zhenhu, Zhen Wusong, Wang puqiang, Chao Yumei, Ren Haisheng, Zhao Junfei, Tang Huixian, sun Xiaohu, Li Huaqing, Wu Qun Ding Kefeng, Du Xin, Chen guanyong, sun Changqing, Jia Yongjie, Li Xiaohui, Cao Jing, Li Jindao, Yuan Xinyu, pan Deng, Wang Xiangkui, Peng Changliang and Jing Xiaofeng;
6. Xinsheng new energy: refers to Luoyang Xinsheng new energy Co., Ltd., a wholly-owned subsidiary of the issuer;
7. Shengjiu forging: refers to Luoyang Shengjiu Forging Co., Ltd., the holding subsidiary of the issuer;
8. Dongxing Securities Corporation Limited(601198) : refers to Dongxing Securities Corporation Limited(601198) ;
9. Dahua certified public accountants: refers to Dahua Certified Public Accountants (special general partnership);
10. Prospectus: refers to the prospectus for the issuance of convertible corporate bonds by Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) gem to unspecified objects (draft application);
11. Audit report: refers to the audit report dhsz [2020] No. Fujian Zhangzhou Development Co.Ltd(000753) (20172019) issued by Dahua Certified Public Accountants on February 12, 2020 and the audit report dhsz [2021] No. 004742 (2020) issued by Dahua Certified Public Accountants on March 30, 2021;
12. Company Law: refers to the company law of the people's Republic of China;
13. Securities Law: refers to the securities law of the people's Republic of China;
14. Measures for the administration of registration: refers to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) issued by the CSRC on June 12, 2020;
15. Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) issued by Shenzhen Stock Exchange on December 31, 2020;
16. Measures for the administration of convertible bonds: refers to the measures for the administration of convertible corporate bonds (Order No. 178 of the CSRC) issued by the CSRC on December 31, 2020;
17. Articles of association: refers to Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) articles of Association;
18. This issuance: refers to the issuer's issuance of convertible corporate bonds to unspecified objects;
19. Reporting period: refers to 2018, 2019, 2020 and January September 2021.
2、 Introduction to law firms and lawyers
Established on December 24, 1999, the firm is a partnership law firm approved by the Shanghai Municipal Bureau of justice and holds the practice license of law firm numbered 23101199910373490 issued by the Shanghai Municipal Bureau of justice.
The firm is a professional law firm engaged in securities legal business such as share restructuring, stock issuance and listing. Its business scope mainly includes: (1) financial securities legal business; (2) Legal business of the company; (3) Foreign investment legal business; (4) Litigation, arbitration, legal business, etc.
2. Introduction of signing lawyer
Chen Jie, a partner of the exchange, is mainly engaged in the legal business of company, securities and finance, such as share restructuring, stock issuance and listing, additional issuance, asset restructuring and acquisition, witness of shareholders' meeting, legal counsel and so on.
Contact: Tel: 02158358013 Fax: 02158358012
Li Wenting, a lawyer of the firm, is mainly engaged in the legal business of company, securities and finance, such as share restructuring, stock issuance and listing, asset restructuring and acquisition, witness of shareholders' meeting, legal counsel and so on.
Contact: Tel: 02158358013 Fax: 02158358012
2、 Lawyer's statement
Based on the facts that have occurred or existed before the issuance date of this legal opinion and lawyer work report, as well as the current laws and regulations of China and the relevant provisions of the CSRC, the exchange issued legal opinions and declared as follows: 1 In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the issuance date of the legal opinion and this legal opinion, the office 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 agrees that the issuer may quote some or all of the contents of the lawyer's work report or legal opinion in the application documents for this issuance or in accordance with the examination requirements of the CSRC.
3. This legal opinion and lawyer's work report are only used by the issuer for the purpose of this issuance application, and shall not be used for any other purpose.
The second part is the main body
1、 Approval and authorization of the issuer for this offering
(I) the issuer's approval and authorization for this offering
According to the verification of our lawyers, the issuer held the 12th meeting of the third board of directors on January 14, 2022, The proposal on the company's compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects, the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects, and the proposal on the demonstration and analysis report of the company's issuance of convertible corporate bonds to unspecified objects were reviewed and approved Proposal on the feasibility analysis report of the project in which the company issues convertible corporate bonds to unspecified objects to raise funds, etc. The issuer held the first extraordinary general meeting of shareholders in 2022 on February 9, 2022, and deliberated and approved the relevant proposals of the issuer for this issuance, including: small and medium-sized investors counted and voted separately; The general meeting of shareholders authorized the board of directors to organize and handle matters related to the issuance of convertible bonds.
According to the authorization of the first extraordinary general meeting of shareholders in 2022, the issuer held the 13th meeting of the third board of directors on February 21, 2022. According to the relevant provisions of the registration management measures and other relevant laws and regulations, after considering the deduction of financial investment factors of 145 million yuan from the raised funds, the issuer adjusted and revised the issuance plan and relevant proposals, The proposal on the company's compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on adjusting the plan for the company to issue convertible corporate bonds to unspecified objects and the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects (Revised Draft) were deliberated and adopted Proposal on the demonstration and analysis report (Revised Draft) of the company issuing convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report (Revised Draft) of the company issuing convertible corporate bonds to unspecified objects to raise funds, and proposal on diluting the immediate return, filling measures and relevant commitments of the company issuing convertible corporate bonds to unspecified objects (Revised Version).
The exchange believes that the issuer has obtained the approval and authorization of the general meeting of shareholders of the issuer in accordance with the company law, the securities law and other laws and regulations, as well as the relevant normative documents of the CSRC and the articles of Association; The convening and convening procedures of the issuer's general meeting of shareholders, the qualifications of attendees, the qualifications of conveners, voting procedures and voting results comply with the provisions of the company law and the articles of Association; The contents of the above-mentioned resolutions made by the issuer's general meeting for this issuance are legal and valid, and the scope of authorization and procedures authorized by the general meeting to authorize the board of directors to handle matters related to this issuance are legal and valid.
(II) approval and registration required for this issuance
According to the relevant provisions of the measures for the administration of registration, the issuer's issuance needs to be reviewed by the Shenzhen Stock Exchange and reported to the CSRC for registration.
2、 On the subject qualification of the issuer in this offering
(I) main body of the issuer
The issuer is a joint stock limited company established by Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) Co., Ltd. and now holds the business license with unified social credit code of 91410 Qingdao Huicheng Environmental Technology Co.Ltd(300779) 8968xm issued by Luoyang Market Supervision and Administration Bureau. Approved by the reply on the approval of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) initial public offering (zjxk [2020] No. 919) issued by China Securities Regulatory Commission on May 14, 2020 and the notice on the listing of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) RMB common shares on GEM (SZS [2020] No. 621) issued by Shenzhen Stock exchange, The issuer issued 26500000 RMB ordinary shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on July 13, 2020. The stock is abbreviated as " Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) " and the stock code is " Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) ".
According to the verification of our lawyers, the issuer is a joint stock limited company established in accordance with legal procedures and legally existing and approved to be listed according to law, and has the subject qualification of this issuance.
(II) legal existence of the issuer
According to the verification of our lawyers, the issuer has not been bankrupt, dissolved or ordered to close down in accordance with articles 180 and 182 of the company law, Article 42 of the regulations of the people's Republic of China on the administration of company registration and other laws, regulations and normative documents, and the articles of Association after its establishment according to law.
(III) verification of the trading status of the issuer
According to the verification of our lawyers, the issuer's shares are still listed and traded on the Shenzhen Stock Exchange, and the issuer does not have the delisting risk warning and termination of listing stipulated in laws, regulations and listing rules.
To sum up, the exchange believes that the issuer is a joint stock limited company established and effectively existing according to law, complies with the provisions of the company law, the securities law, the measures for the administration of registration and other laws, regulations and national policies, and has the subject qualification of this issuance.
3、 On the substantive conditions of the issuer's issuance
The issuer is issuing convertible bonds to unspecified objects. According to the verification of the lawyers of the exchange, the issuer's issuance meets the substantive conditions stipulated in the company law, the securities law, the measures for the administration of registration, the measures for the administration of convertible bonds and other laws, regulations and normative documents.
(I) the issuer's issuance meets the substantive conditions stipulated in the company law
1. According to our lawyers
