Guohao law firm (Nanning)
About Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Issuance of A-Shares to specific objects in 2021
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Chongqing, Suzhou, Changsha, Taiyuan, Wuhan, Guiyang, Urumqi, Zhengzhou, Shijiazhuang, Hefei, Hainan, Qingdao, Nanchang, Dalian, Hong Kong, Paris, Madrid, silicon Valley, Stockholm, New York
17 / F, Yangpu Nanhua building, 118-3 Minzu Avenue, Nanning, Guangxi, China zip code: 530022
Tel.: (+ 86) 0771-5760061 Fax: (+ 86) 0771-5760061
Email: [email protected].
Website: http://www.grandall.com com.. cn.
catalogue
1、 Approval and authorization of this offering 7 II. The issuer’s subject qualification for this offering 7 III. substantive conditions of this offering 7 IV. establishment of the issuer 10 v. independence of the issuer 11 VI. sponsors and shareholders of the issuer 11 VII. Share capital and evolution of the issuer VIII. Business of the issuer 12 9. Related party transactions and horizontal competition 12 X. main property of the issuer 13 Xi. Major creditor’s rights and debts of the issuer 14 XII. Major asset changes and mergers and acquisitions of the issuer 14 XIII. Formulation and amendment of the articles of association of the issuer 15 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 15 XV. Directors, supervisors and senior managers of the issuer and their changes 15 XVI. Tax of the issuer 16 XVII. Environmental protection, product quality and technical standards of the issuer 16 XVIII. Application of funds raised by the issuer 17 XIX. Business development objectives of the issuer 17 XX. Litigation, arbitration or administrative punishment 17.21 evaluation of legal risk of the issuer’s prospectus 18. General concluding comments 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 to specific objects in Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2021
The last three years and the reporting period refer to the period from January 1, 2018 to September 30, 2021
Issuer, company, Zhanjiang Guolian Aquatic Products Co.Ltd(300094) refers to Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Zhanjiang Guolian Aquatic Products Co.Ltd(300094) limited means the limited company stage of the issuer
Guotong investment / Guotong aquatic products refer to Xinyu Guotong Investment Management Co., Ltd., formerly known as “Zhanjiang Guotong aquatic products Co., Ltd”, which is the initiator shareholder and controlling shareholder of the issuer
Guanlian international refers to Guanlian International Investment Co., Ltd., which is the sponsor shareholder of the issuer
Yimei investment refers to Yimei Investment Co., Ltd., which is the sponsor shareholder of the issuer
Zhiji investment refers to Zhiji second Investment Co., Ltd., which is the sponsor shareholder of the issuer
Lianao investment refers to Shihezi lianao equity investment limited partnership, formerly known as “Zhanjiang lianao Investment Development Co., Ltd”, which is the sponsor shareholder of the issuer
Nanhai growth refers to Shenzhen Nanhai growth venture capital partnership (limited partnership), which is the sponsor shareholder of the issuer
Jin’an investment refers to Jin’an Asia Investment Co., Ltd., which is the sponsor shareholder of the issuer
Pro investment refers to Fujian Pro Investment Co., Ltd., which is the sponsor shareholder of the issuer
Guolian Co., Ltd. refers to Zhanjiang Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Development Co., Ltd., which is a wholly-owned subsidiary of the issuer
Guolian Research Institute refers to Guangdong Guolian Marine Biotechnology Research Institute Co., Ltd., which is a wholly-owned subsidiary of the issuer
Xinying food refers to Guangdong Xinying Food Technology Co., Ltd., formerly known as “Guangdong Guolian Food Technology Co., Ltd”, which is a wholly-owned subsidiary of the issuer
Gome aquatic products refers to Guangdong Gome Aquatic Food Co., Ltd., which is a holding subsidiary of the issuer
Guolian Junyu refers to Guolian Junyu (Beijing) Food Co., Ltd., which is a wholly-owned subsidiary of the issuer
Shanghai Lanyang refers to Shanghai Lanyang aquatic products Co., Ltd., which is a wholly-owned subsidiary of the issuer
Crayfish development refers to Guangdong Jinbo crayfish Industry Development Co., Ltd., formerly known as “Guangdong Guolian crayfish Industry Development Co., Ltd”, which is a wholly-owned subsidiary of the issuer
Guolian seedling refers to Zhanjiang Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Seedling Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hunan feed refers to Hunan Guolian Feed Co., Ltd., a wholly-owned subsidiary of the issuer
Guolian feed refers to Zhanjiang Guolian Feed Co., Ltd., a wholly-owned subsidiary of the issuer
Guangzhou Guolian refers to Guangzhou Zhanjiang Guolian Aquatic Products Co.Ltd(300094) e-commerce Co., Ltd., which is a wholly-owned subsidiary of the issuer
Yangjiang Guolian refers to Yangjiang Guolian Marine Food Co., Ltd., a wholly-owned subsidiary of the issuer
Qiongzhou fishery refers to Guangdong Qiongzhou Fishery Development Co., Ltd., which is a wholly-owned subsidiary of the issuer
Maorun supply chain / Shenzhen Guolian refers to Shenzhen Maorun Supply Chain Management Co., Ltd., formerly known as “Shenzhen Guolian Marine Food Co., Ltd”, which is a wholly-owned subsidiary of the issuer
JingZhan quality inspection refers to Zhanjiang JingZhan Quality Inspection Technical Service Co., Ltd., which is a wholly-owned subsidiary of the issuer
Guolian Hong Kong refers to Guolian (Hong Kong) International Investment Co., Ltd., which is a wholly-owned subsidiary of the issuer
Guolian Yiyang refers to Guolian (Yiyang) Food Co., Ltd., a holding subsidiary of the issuer
Wuhan Shihe Island refers to Wuhan Shihe Island Network Technology Co., Ltd., which is a joint-stock company of the issuer
Yichang Xiangyi refers to Yichang Xiangyi aquatic products Co., Ltd., a secondary subsidiary of the issuer
SSC company refers to Sunnyvale seafood Corporation, a tertiary subsidiary of the issuer
Liancheng investment refers to Liancheng investment, LLC, a tertiary subsidiary of the issuer
Guolian USA refers to Guolian USA investment, Inc, a secondary subsidiary of the issuer
Guolian India refers to Guolian (India) Investment Co., Ltd., a secondary subsidiary of the issuer
Hainan Guolian refers to Hainan Guolian Marine Biotechnology Co., Ltd., a secondary subsidiary of the issuer
Zhanjiang Lianmei refers to Zhanjiang Lianmei marine food technology Co., Ltd., a secondary subsidiary of the issuer
Crayfish breeding refers to Guolian (Yiyang) crayfish breeding Biotechnology Co., Ltd., which is a secondary subsidiary of the issuer
Jianli food refers to Guolian (Jianli) Food Co., Ltd., which was a secondary subsidiary of the issuer during the reporting period, and the issuer has transferred out its equity in the company in April 2021
Nanfang aquatic products store refers to Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Nanfang aquatic products store
City Holiday stores refer to Zhanjiang Guolian Aquatic Products Co.Ltd(300094) city holiday stores
Nansan base refers to Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Nansan base
Wuchuan base refers to Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Wuchuan base
Nanfang aquatic products refers to Zhanjiang Nanfang aquatic products Market Management Co., Ltd., which is controlled by the actual controller Li Zhong
Anhui Guotong refers to Anhui Guotong Modern Agricultural Technology Development Co., Ltd., which is controlled by the actual controller Li Zhong
Yonghui Superstores Co.Ltd(601933) refers to Yonghui Superstores Co.Ltd(601933) , which is the shareholder who originally held more than 5% of the shares of the issuer.
Dazhang industry refers to Henan Dazhang Industry Co., Ltd., a company under the significant influence of Zhang Xinhua, a shareholder who originally held more than 5% of the issuer
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSDCC Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Sponsor (lead underwriter) refers to Huafu securities of Huafu Securities Co., Ltd
Pengcheng Club refers to Shenzhen Pengcheng Certified Public Accountants (special general partnership)
Zhongshen Zhonghuan refers to Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
Zhongzheng appraisal refers to Zhongzheng Asset Appraisal Co., Ltd
This office refers to Guohao law firm (Nanning)
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for the issuer’s issuance
The work report of Guohao law firm (Nanning) on Zhanjiang lawyers issued by the exchange for this offering refers to the lawyer’s work report of Lianhe aquatic products development Co., Ltd. on issuing A-Shares to specific objects in 2021
The legal opinion of Guohao law firm (Nanning) on Zhanjiang state issued by the exchange for this offering refers to the legal opinion of Lianhe aquatic products development Co., Ltd. on issuing A-Shares to specific objects in 2021
The articles of association refers to the Zhanjiang Guolian Aquatic Products Co.Ltd(300094) articles of association in force of the company
The 2018-2019 audit report issued by Lixin Certified Public Accountants (special general partnership) refers to the audit report, and the 2020 audit report issued by China audit Zhonghuan. Unless otherwise specified, the financial data of 2018, 2019 and 2020 in this legal opinion are derived from the above audited financial statements
The third quarter report of 2021 refers to the third quarter report of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2021 announced by the Issuer on the website of Shenzhen Stock Exchange on October 26, 2021
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law means the 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 gem (for Trial Implementation)
The securities legal business management office refers to the measures for the administration of law firms engaging in securities legal business, and the securities legal business practice regulations refer to the rules for the practice of securities legal business of law firms (for Trial Implementation)
Compilation Rules No. 12 refers to the Compilation Rules for information disclosure of public securities companies
