Beijing Hairun Tianrui law firm
About Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd
Listed on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion
Beijing, China
9 / F, 10 / F, 13 / F and 17 / F, broadcasting building, No.14, Jianguomenwai street, Chaoyang District, postal code: 100022
9/10/13/17F, Broadcasting Tower，No. 14 Jianguomenwai Avenue, Chaoyang District, Beijing 100022， China
Tel: (010) 65219696 Fax: (010) 88381869
March, 2002
catalogue
interpretation...... 2 I. approval and authorization of this spin off listing 5 II. Subject qualification of this spin off listing 6 III. substantive conditions of this spin off listing 7 IV. review of matters related to this spin off and listing 18 v. information disclosure of this spin off listing 21 VI. concluding observations twenty-one
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Abbreviation full name
The company, the company and the listed company refer to Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
The proposed spin off of the main body, yum power, refers to Suzhou Yum Power Machinery Co., Ltd
publisher
This spin off refers to Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) about the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem
This issuance refers to the initial public offering of shares by Suzhou Yum Power Machinery Co., Ltd. and its listing on the gem
Shunyi investment refers to Suzhou Shunyi Investment Co., Ltd
Yangzhou Jinmu refers to Yangzhou Jinmu steady value phase I equity investment partnership (limited partnership)
Suzhou Jinquan refers to Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District Jinquan enterprise management partnership (limited partnership)
Anfeng Yingke refers to Hangzhou Anfeng Yingke venture capital partnership (limited partnership)
Qingdao Wutong refers to Qingdao Wutong Tianqi equity investment partnership (limited partnership)
The articles of association refers to the articles of association of Suzhou Baisheng Power Machinery Co., Ltd., which is currently in force
Our firm / our lawyer refers to Beijing Hairun Tianrui law firm and its assigned handling lawyer
Audit institution refers to Rongcheng Certified Public Accountants (special general partnership)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Beijing Hairun Tianrui law firm's legal opinion on Guangdong Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Technology Co., Ltd. refers to the legal opinion on the spin off of Suzhou Baisheng Power Machinery Co., Ltd. to the GEM Listing of Shenzhen Stock Exchange
The laws, administrative regulations, laws, regulations and normative documents stipulated in the legislative law of the people's Republic of China refer to local regulations, autonomous regulations and separate regulations, rules, as well as the judicial interpretation of the Supreme People's court and the Supreme People's Procuratorate, which are publicly issued and take effect by the corresponding competent authorities
Company Law refers to the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
Yuan, thousand yuan, ten thousand yuan and one hundred million yuan refer to RMB, thousand yuan, ten thousand yuan and one hundred million yuan
Note: unless otherwise specified, all values in this legal opinion retain two decimal places. If the sum of the total number and the values of each sub item is final
The discrepancy between the numbers is caused by rounding.
Beijing Hairun Tianrui law firm
About Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd
Listed on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion
To: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
According to the legal service agreement signed between Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) and the exchange, the exchange is entrusted to act as the special legal adviser of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) this spin off. In accordance with the securities law, the company law and other relevant laws and administrative regulations, the spin off rules, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission, and other relevant provisions of the China Securities Regulatory Commission, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For this legal opinion issued by the exchange, the exchange declares as follows:
(I) in order to issue this legal opinion, our lawyers checked and verified the documents and facts related to the spin off and listing of the listed company based on the principles of prudence and importance in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules.
(II) in accordance with the provisions of the securities law, the spin off rules, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and 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, The company has conducted sufficient verification and verification 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 is willing to bear corresponding legal responsibilities.
(III) the existing laws, regulations and administrative regulations of the company or the validity of the laws, administrative regulations and other relevant documents issued by lawyers at the time of listing.
(IV) this legal opinion only expresses legal opinions on domestic legal issues related to the spin off and listing in China. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters and other contents, it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of listed companies, and does not mean that this exchange and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
(V) in the process of verification and verification, our lawyers have obtained the following guarantee from the listed company, that is, the listed company has provided the original written materials, duplicate materials or oral testimony that our lawyers believe are necessary for issuing legal opinions, the signatures and seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals. The documents and materials provided by the listed company are true, accurate, complete and effective without any concealment, falsehood and major omission.
(VI) for the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions as the basis for issuing this legal opinion.
(VII) this legal opinion is only for the purpose of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) this spin off and listing, and shall not be used for any other purpose. The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion.
(VIII) the exchange agrees to take this legal opinion as the legal document necessary for Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) applying for this spin off listing, report it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the company law, the securities law and other relevant laws and administrative regulations, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other relevant normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Based on the verification and verification of the documents and facts related to the spin off and listing of the listed company, the legal opinions are as follows:
1、 Approval and authorization of this spin off listing
(I) approvals and authorizations performed
On June 7, 2021, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) held the 7th (Interim) meeting of the 4th board of directors, deliberated and adopted the proposal on Authorizing the management of the company and its subsidiaries to start the preparatory work for the domestic listing of spin off subsidiaries. Independent directors expressed independent opinions on the above matters.
On March 14, 2022, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) held the 14th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, The proposal on the compliance with relevant laws and regulations for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to the GEM Listing and the proposal on the plan for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to the gem listing were reviewed and approved Proposal on spin off of its subsidiary Suzhou Yum Power Machinery Co., Ltd. to the gem listing plan and proposal on spin off of its subsidiary Suzhou Yum Power Machinery Co., Ltd. to the GEM Listing meeting the "rules for the spin off of listed companies (Trial)" Proposal on spin off of its subsidiary Suzhou Yum Power Machinery Co., Ltd. for listing on the gem is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, proposal on maintaining the independence and sustainable operation ability of the company, and proposal on Suzhou Yum Power Machinery Co., Ltd. having corresponding standardized operation ability The proposal on the completeness and compliance of the legal procedures performed in this spin off and the effectiveness of the legal documents submitted, the proposal on the purpose, commercial rationality, necessity and feasibility analysis of this spin off, and the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to this spin off and listing. The independent board of directors expressed its opinions on the above matters.
(II) approval and consent to be obtained
1. The proposals related to the spin off and listing still need to be deliberated and approved by the Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) shareholders' meeting;
2. The proposals related to this offering and listing still need to be deliberated and approved by the board of directors and the general meeting of shareholders of Yum power; 3. This issuance and listing still needs to be approved by the Shenzhen Stock Exchange and comply with the issuance registration procedures of the CSRC; 4. Other approvals that may be involved as required by relevant laws and regulations.
In conclusion, our lawyers believe that Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) the seventh (Interim) meeting of the Fourth Board of directors, the 14th meeting of the Fourth Board of directors and the 11th meeting of the Fourth Board of supervisors have made plans and plans for the spin off of Yum power on the gem of Shenzhen Stock Exchange, and the spin off is in line with the provisions of relevant laws and regulations and the spin off rules The spin off is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) maintaining independence and sustainable operation ability after the spin off, and Yum power has corresponding standardized operation ability. The relevant resolutions are legal and effective.
2、 Subject qualification of this spin off listing
According to the business license provided by the company and the inquiry of our lawyers in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the basic information of the company is as follows:
Organization name Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Unified social credit code 914406 Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) 313119
Address: No.2 Qiangshi Road, Shishan town, Nanhai District, Foshan City (office building, plant a, plant B)
Legal representative: Tang Zhuolin
The registered capital is one billion three hundred and thirty-one million nine hundred and thirty-eight thousand one hundred and sixty-seven yuan
Paid in capital: RMB one billion three hundred and thirty-one million nine hundred and thirty-eight thousand one hundred and sixty-seven
Enterprise type: joint stock limited company (listed, invested or controlled by natural person)
