Guohao law firm (Hangzhou)
about
Zhejiang Liansheng Chemical Co., Ltd
Initial public offering and listing on GEM
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
December, 2002
catalogue
interpretation…… 3 part I Introduction 5 I. Introduction to law firms and lawyers 5 II. Main working process involved in issuing legal opinions 7 III. matters that lawyers should declare 8 Part II basic information of the issuer 10 part III body 12 I. approval and authorization of this issuance and listing 12 II. The issuer’s qualification as the subject of issuing shares 13 III. substantive conditions for this offering and listing 13 IV. establishment of the issuer 19 v. independence of the issuer Vi. sponsors or shareholders of the issuer 21 VII. Share capital and evolution of the issuer VIII. Business of the issuer 24 IX. related party transactions and horizontal competition 25 X. main property of the issuer 27 Xi. Major creditor’s rights and debts of the issuer 29 XII. Major asset changes and mergers and acquisitions of the issuer 29 XIII. Formulation and amendment of the articles of association of the issuer 14. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer XV. Directors, supervisors and senior managers of the issuer and their changes 31 XVI. Tax of the issuer 31 XVII. Environmental protection, product quality and technical standards of the issuer 32 XVIII. Application of funds raised by the issuer thirty-two
19、 The issuer’s business development objectives 33 XX. Litigation, arbitration or administrative punishment 33 21. Evaluation of legal risks of the issuer’s prospectus 34. Concluding comments 34 Part IV signature page thirty-five
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
The issuer, Liansheng chemical, refers to Zhejiang Liansheng Chemical Co., Ltd
Joint stock company
Liansheng Co., Ltd. refers to Linhai Liansheng Chemical Co., Ltd., which is the predecessor of the issuer
Liansheng group refers to Liansheng Chemical Group Co., Ltd., which is the controlling shareholder of the issuer
Liansheng industry refers to Zhejiang Liansheng Chemical Industry Co., Ltd., which is the predecessor of Liansheng group
Taizhou high investment refers to Taizhou Goldman Sachs investment partnership (limited partnership), which is the shareholder of the issuer
Liansheng import and export refers to Zhejiang Liansheng import and Export Co., Ltd., which is a wholly-owned subsidiary of the issuer
Ruisheng pharmaceutical refers to Leping Ruisheng Pharmaceutical Co., Ltd., which is a holding subsidiary of the issuer
Beijiao chemical refers to Cangzhou Lingang Beijiao Chemical Co., Ltd., which is a wholly-owned subsidiary of the issuer
Zhoushan Liansheng refers to Zhoushan Liansheng Chemical Co., Ltd., which is a wholly-owned subsidiary of the issuer
Risheng chemical refers to Leping Risheng Chemical Co., Ltd., a holding subsidiary of Ruisheng pharmaceutical, which was cancelled in February 2017
Liansheng engineering refers to Taizhou Liansheng Chemical Engineering Co., Ltd., which is a related party of the issuer
Liansheng storage refers to Zhejiang Liansheng storage Co., Ltd., which is an affiliate of the issuer
This issuance and this issuance refer to the application of Zhejiang Liansheng Chemical Co., Ltd. for initial public offering of RMB common shares in China and listing on the gem
CSRC refers to the China Securities Regulatory Commission
This office refers to Guohao law firm (Hangzhou)
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for the issuer’s issuance and listing on the gem
Sinolink Securities Co.Ltd(600109) refers to Sinolink Securities Co.Ltd(600109) , which is an institution providing recommendation services for the issuer’s issuance and listing on the gem
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership), an institution that provides audit services for the issuer’s issuance and listing on the gem
Kunyuan appraisal refers to Kunyuan Asset Appraisal Co., Ltd., which is the appraisal institution when Liansheng Co., Ltd. is changed into a joint stock limited company
The Company Law refers to the company law of the people’s Republic of China (in accordance with the provisions of the sixth meeting of the Standing Committee of the 13th National People’s Congress on Amending the
Decision of the company law of the people’s Republic of China (Fourth Amendment)
Securities Law of the people’s Republic of China (the 13th National Securities Law of the people’s Republic of China refers to the revised and adopted at the 15th meeting of the Standing Committee of the people’s Congress on December 28, 2019 and shall enter into force as of March 1, 2020)
The gem registration administration refers to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (Order No. 167 of the China Securities Regulatory Commission)
No. 12 rules for the preparation and reporting of information disclosure by companies offering securities to the public – No. 12 rules for the preparation and reporting of securities to the public refers to the legal opinions and lawyers’ work reports of securities (effective as of March 1, 2001)
The stock listing rules of Shenzhen Stock Exchange shall come into force on June 2020 (the “Listing Rules of Shenzhen Stock Exchange”)
Sponsor agreement refers to the sponsor agreement on the change and establishment of Zhejiang Liansheng Chemical Co., Ltd. signed by all sponsors of the issuer
The articles of association refers to the current effective articles of association of Zhejiang Liansheng Chemical Co., Ltd. filed by the issuer with Taizhou market supervision and Administration Bureau
The articles of Association (Draft) refers to the articles of Association (Draft) of Zhejiang Liansheng Chemical Co., Ltd. (applicable after listing)
“Prospectus” refers to the prospectus of Zhejiang Liansheng Chemical Co., Ltd. for initial public offering and listing on the gem (application draft)
“Lawyer work report” refers to the “lawyer work report of Guohao law firm (Hangzhou) on the initial public offering and listing on the gem of Zhejiang Liansheng Chemical Co., Ltd
“Legal opinion” refers to the “legal opinion of Guohao law firm (Hangzhou) on the initial public offering and listing on the gem of Zhejiang Liansheng Chemical Co., Ltd.”
TJS [2020] 10068 refers to the audit report of Zhejiang Liansheng Chemical Co., Ltd. (TJs [2020] No. 10068) issued by TJS accountant
TJS [2020] No. 10069 verification report on internal control of Zhejiang lianshenghua Co., Ltd. issued by TJS [2020] No. 10069 Certified Public Accountants
Report
Tjss [2020] No. 10072 “tax verification report on Zhejiang lianshenghua No. 10072” issued by tjss [2020] No. 10072 certified public accountants refers to the verification report on the tax payment of major taxes of Zhejiang lianshenghua Co., Ltd. in recent three years and one period
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan, unless otherwise stated in the text
The reporting period and the last three years refer to January June of 2017, 2018, 2019 and 2020
1. One issue in recent three years
Base date and declaration base date refer to June 30, 2020
Note: the difference in the mantissa between the sum of part of the total and each addend in the legal opinion is caused by rounding in the calculation.
Guohao law firm (Hangzhou)
About Zhejiang Liansheng Chemical Co., Ltd
Initial public offering and listing on GEM
Legal opinion
To: Zhejiang Liansheng Chemical Co., Ltd
As a law firm qualified to engage in legal business, Guohao law firm (Hangzhou) accepted the entrustment of Liansheng chemical to act as the special legal adviser for Liansheng chemical’s initial public offering and listing on the gem.
In accordance with the securities law, the company law and other relevant laws and regulations, as well as the measures for the administration of gem registration, the Compilation Rules No. 12, the measures for the administration of law firms engaging in securities legal business, the rules for the implementation of securities legal business of law firms (for trial Implementation) and other relevant provisions issued by the CSRC, and in accordance with the business standards, ethics and the spirit of diligence and diligence recognized by the lawyer industry, We hereby issue this legal opinion for Liansheng chemical to apply for IPO and listing on GEM.
Part I Introduction
1、 Introduction to law firms and lawyers
(I) introduction to law firm
Guohao law firm (Hangzhou), one of the members of Guohao law firm, is a partnership law firm established in 2001 with the approval of Zhejiang Provincial Department of justice. It now holds the practice license of law firm (Unified Social Credit Code: 31330 Tpv Technology Co.Ltd(000727) 193384w) issued by Zhejiang Provincial Department of justice. Its registered address is Guohao law building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou, The main business scope includes: securities, corporate investment, enterprise M & A, infrastructure construction, litigation and arbitration and other legal services. The firm, formerly known as Guohao law group (Hangzhou) firm, was renamed its current name in July 2012.
The university is mainly composed of masters in law, finance and economics, and has won many honorary titles such as excellent law firm and excellent securities intermediary in Zhejiang Province.
Our legal services include:
1. Participate in enterprise restructuring, IPO, listing and refinancing of joint stock limited companies, act as a lawyer for issuers or underwriters, and issue legal opinions and lawyer work reports;
2. Provide legal consultation and other services for listed companies;
3. Participate in the reorganization of enterprise assets and provide legal services for the acquisition, merger, equity transfer and other matters of listed companies;
4. Participate in the issuance of various corporate bonds, act as a lawyer for the issuer or underwriter, and issue legal opinions; 5. Provide legal services for infrastructure investment, financing and construction (including power, natural gas, oil and other energy industries, urban gas, urban public transport and other municipal utilities);
6. Provide legal services for foreign-related projects such as foreign investment and overseas EPC contracting projects of various companies; 7. Accept the entrustment of banks, non bank financial institutions, industrial and commercial enterprises and individual citizens to act as an agent for litigation, arbitration and non litigation mediation of disputes related to loans, trusts and entrusted loans, financial leasing, bills and so on;
8. Administration of Justice
