Fujian Tianheng united law firm
On the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd
Legal opinion
catalogue
introduction…… four
1、 Interpretation four
2、 Attorney’s statement 5 text seven
1、 Approval and authorization of this offering and listing seven
2、 The issuer’s subject qualification for this listing eight
3、 The substantive conditions of this listing eight
4、 The sponsor institution and sponsor representative of this offering and listing nine
5、 General concluding observations ten
Fujian Tianheng united law firm
About the initial public offering of Ganzhou Tengyuan cobalt new materials Co., Ltd
Issuing shares and listing on GEM
Legal opinion
[2020] Tianheng fufei Zi No. 006064 to: Ganzhou Tengyuan cobalt industry new material Co., Ltd
Fujian Tianheng united law firm accepted the entrustment of Ganzhou Tengyuan cobalt new materials Co., Ltd. and appointed lawyer Lin Hui, Lawyer Chen Luxin and Lawyer Chen Yun as special legal counsel for its initial public offering and listing on the gem.
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 the registration of initial public offerings on the gem (for Trial Implementation), the measures for the administration of securities legal business of law firms, and the rules for the practice of securities legal business of law firms (for Trial Implementation) The rules for the preparation and reporting of information disclosure by public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Lawyer Tianheng hereby issues this legal opinion on the initial public offering and listing on the gem of Ganzhou Tengyuan cobalt new materials Co., Ltd.
introduction
1、 Interpretation
In this legal opinion, unless expressly stated or otherwise defined in the context, the following terms have the following specific meanings:
The issuer refers to the subject applying for IPO and listing on the gem. The name of its joint stock limited company stage is “Ganzhou Tengyuan cobalt new materials Co., Ltd.”, The name of the limited liability company stage is “Ganzhou Tengyuan cobalt Industry Co., Ltd.”
Tengyuan Co., Ltd. refers to the name of the issuer at the stage of limited liability company, namely “Ganzhou Tengyuan cobalt Industry Co., Ltd.”
The IPO of Ganzhou Tengyuan cobalt new materials Co., Ltd. and its listing on the gem
This listing refers to the IPO of Ganzhou Tengyuan cobalt new materials Co., Ltd. on the gem
Securities Law refers to the securities law of the people’s Republic of China
The measures for the initial public offering of gem refers to the measures for the administration of the registration of initial public offering of shares on GEM (for Trial Implementation)
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules
CSRC refers to the China Securities Regulatory Commission
The articles of association refers to the articles of association of Ganzhou Tengyuan cobalt industry new material Co., Ltd. and the prospectus refers to the prospectus of Ganzhou Tengyuan cobalt industry new material Co., Ltd. for initial public offering and listing on GEM signed by the Issuer on March 14, 2022
Audit report refers to the audit report (ztsz (2021) No. 351a024200) issued by Zhitong Certified Public Accountants (special general partnership)
This office refers to Fujian Tianheng united law firm
Lawyer Tianheng and our lawyer refer to the lawyer in charge of Lin Hui law in the capital market department of Fujian Tianheng united law firm, Lawyer Chen Luxin and Lawyer Chen Yun
Dongxing Securities Corporation Limited(601198) / sponsor refers to Dongxing Securities Corporation Limited(601198)
2、 Lawyer’s statement
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, 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 the facts that have occurred or exist before the date of issuance of this legal opinion, 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.
The above verification and verification conducted by our lawyers has been guaranteed by the issuer, its controlling shareholders, actual controllers and other relevant parties: the documents and oral statements provided to our lawyers are true, accurate, complete and effective; The copies of the documents provided are consistent with the original and the copies are consistent with the original; The signatures and seals on the documents provided are true and valid; We have provided our lawyers with all documents related to this offering and listing, and disclosed all facts related to this offering and listing to our lawyers, without any concealment, omission, falsehood or misleading.
This legal opinion is made by our lawyers based on their understanding of relevant facts and laws, regulations and normative documents. Our lawyers judge the legality and validity of relevant matters based on the applicable laws, regulations and normative documents at that time, and also fully consider the provisions of current laws, regulations and normative documents and the approval, confirmation and ratification given by relevant government departments.
Our lawyers will not express opinions on other professional matters other than accounting, audit, capital verification, asset evaluation, financial analysis, investment decision-making and business development involved in this issuance and listing. Our lawyers are not qualified to verify and express opinions on these professional matters. The quotation of data and conclusions in relevant accounting statements, audit reports, capital verification reports, asset evaluation reports or other professional reports in this legal opinion has fulfilled the general duty of care, but such quotation does not mean that our lawyers make any express or implied confirmation or guarantee for the authenticity, accuracy, integrity and legitimacy of such contents.
The exchange and its lawyers agree that the issuer may quote the contents of this legal opinion in part or in whole in the application documents related to this issuance and listing or in accordance with the examination requirements of the CSRC and Shenzhen Stock Exchange, but such quotation shall not lead to ambiguity or misinterpretation. The exchange and its lawyers agree that this legal opinion, as a necessary legal document for this issuance and listing, shall be reported together with other materials, and shall bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
This legal opinion is only used by the issuer for the purpose of this issuance and listing. It shall not be used for any other purpose without the written consent of the firm and its lawyers.
This legal opinion shall come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the seal of the office.
This legal opinion is made in triplicate, and each copy has the same legal effect.
text
1、 Approval and authorization of this issuance and listing
(I) internal approval and authorization of the issuer
On August 24, 2020, the issuer held the 11th meeting of the second board of directors, The proposal on applying for initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on the investment projects of funds raised by the company’s public offering of shares and their feasibility, the plan for the distribution of accumulated profits before the company’s public offering of shares, and the proposal on amending the articles of association and taking effect after listing were deliberated and adopted Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of this issuance and listing and other proposals related to this issuance and listing. On September 8, 2020, the issuer held the sixth extraordinary general meeting of shareholders in 2020 and deliberated and adopted the above-mentioned proposal. On January 20, 2022, the issuer held the 23rd Meeting of the second board of directors, deliberated and adopted the proposal on determining the specific plan for this issuance and listing and other proposals related to this issuance and listing.
(II) review opinions of Shenzhen Stock Exchange
According to the announcement on the results of the 56th review meeting of the municipal Party Committee on the gem in 2021 announced by the listing audit center of Shenzhen Stock Exchange on September 9, 2021, the GEM Listing Committee of Shenzhen Stock Exchange believes that the issuer meets the issuance conditions, listing conditions and information disclosure requirements, and the issuer has obtained the audit opinions of Shenzhen Stock Exchange on this issuance and listing.
(III) registration reply of CSRC
According to the reply on Approving the registration of initial public offering of Ganzhou Tengyuan cobalt new materials Co., Ltd. (zjxk [2021] No. 4042) approved and issued by the CSRC on December 21, 2021, the CSRC has approved the issuer’s application for registration of this public offering of shares.
After inspection, lawyer Tianheng believes that the issuer has obtained the internal approval and authorization of the issuer, the review opinions of Shenzhen Stock Exchange on the issuance and listing and the registration reply of the CSRC. According to Article 1.3 of the GEM Listing Rules, the issuer’s listing needs the approval of Shenzhen Stock Exchange and the signing of a listing agreement with it.
2、 The issuer’s subject qualification for this listing
The issuer is established by Tengyuan Co., Ltd. according to the overall change of the audited original book net asset value into shares. Since its predecessor Tengyuan Co., Ltd. was established on March 26, 2004, it has been in continuous operation for more than three years.
As of the date of issuance of this legal opinion, the issuer has existed effectively according to law, and there are no circumstances leading to the termination of the company as stipulated in articles 180 and 182 of the company law and Article 2 of the enterprise bankruptcy law of the people’s Republic of China, nor the circumstances leading to the termination of the company as stipulated in the articles of association.
After inspection, lawyer Tianheng believes that the issuer meets the relevant provisions of the measures for the initial public offering of gem and has the subject qualification of this listing. As of the date of issuance of this legal opinion, the issuer has no circumstances leading to the termination of the company as stipulated in relevant laws, regulations, rules, normative documents and the articles of association.
3、 Substantive conditions of this listing
1. This issuance and listing of the issuer meets the gem issuance conditions specified in the gem IPO measures, and is registered with the consent of the CSRC, and meets the provisions of Article 12 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
2. After the completion of this offering, the total share capital of the issuer is 125947514 yuan, no less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
3. The issuer issued 31486900 new shares this time, and the total number of shares after the issuance is 125947514. The number of shares publicly issued by the issuer accounts for 25% of the total number of shares after the issuance and listing, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
4. According to the prospectus and the listing recommendation, the specific listing standard selected by the issuer for this offering and listing is “the net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan”. According to the audit report, the net profit of the issuer in the last two years is positive, and the accumulated net profit is not less than 50 million yuan, which is in line with the provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of article 2.1.2 of the GEM Listing Rules.
5. The issuer and its directors, supervisors and senior managers have issued a commitment to ensure that the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
After inspection, lawyer Tianheng believes that the issuer’s listing meets the substantive conditions for initial public offering and listing on the gem stipulated in the securities law, the measures for IPO on the gem and the Listing Rules on the gem.
4、 The sponsor institution and sponsor representative of this offering and listing
The issuer has hired Dongxing Securities Corporation Limited(601198) as the sponsor of this offering and listing. Dongxing Securities Corporation Limited(601198) has the qualification of recommendation business and the membership of Shenzhen Stock Exchange, which is in line with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the GEM Listing Rules.
Dongxing Securities Corporation Limited(601198) has appointed Wu Dong and Cui Yongxin as the sponsor representatives to be specifically responsible for the sponsor of the issuer’s issuance and listing, which is in line with Article 3.1.3 of the GEM Listing Rules.
5、 General concluding observations
in summary
