Beijing Zhonglun law firm
About Huarong Chemical Co., Ltd
Legal opinion on initial public offering and listing on Shenzhen Stock Exchange
March, 2002
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Huarong Chemical Co., Ltd
IPO and listing on Shenzhen Stock Exchange
Legal opinion
To: Huarong Chemical Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm"), as the special legal adviser for Huarong Chemical Co., Ltd. (hereinafter referred to as "the issuer" or "the company") to apply for initial public offering of RMB common shares (A shares) and listing on the Shenzhen Stock Exchange, is now on matters related to the initial public offering of shares by the issuer and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "the listing"), Issue a legal opinion (hereinafter referred to as "this legal opinion").
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of initial public offering and listing, and the rules for the listing of shares on the growth enterprise market of Shenzhen Stock exchange (hereinafter referred to as the "Stock Listing Rules") The provisions of 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), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and 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, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only used by the issuer for the purpose of this listing, and shall not be used for any other purpose without the written consent of the exchange.
The exchange agrees to take this legal opinion as a necessary legal document for this listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
In accordance with the requirements of Article 19 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions:
1、 Approval of this listing
(I) the issuer's current offering and listing has been effectively approved by the issuer's third general meeting of shareholders in 2020 in accordance with legal procedures.
(II) on January 28, 2022, the China Securities Regulatory Commission (hereinafter referred to as "CSRC") issued the reply on Approving the initial public offering of shares by Huarong Chemical Co., Ltd. (zjxk [2022] No. 252) to the issuer, agreeing to the issuer's application for registration of public offering of shares.
(III) on March 18, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Huarong Chemical Co., Ltd. on the gem (SZS [2022] No. 270), agreeing that the shares issued by the issuer should be listed on the gem of Shenzhen Stock Exchange. The securities are referred to as "Huarong chemical" for short and the securities code is "301256".
Our lawyers believe that the issuer's listing has been effectively approved and authorized by the issuer, approved by the CSRC for registration, and approved by Shenzhen Stock Exchange.
2、 The issuer's subject qualification for this listing
(I) the issuer currently holds the business license issued by Chengdu market supervision and Administration Bureau, and the unified social credit code is 91510182723425301f. At present, it exists effectively in accordance with the law, and there is no situation that needs to be terminated according to laws, regulations, normative documents or the articles of association.
(II) the issuer is a joint stock limited company wholly changed and established by Chengdu Huarong Chemical Co., Ltd. in accordance with the company law and other relevant regulations. It was registered with Chengdu market supervision administration on June 23, 2020. Since its establishment in 2000, Chengdu Huarong Chemical Co., Ltd. has been in continuous operation for more than three years. To sum up, the exchange believes that the issuer has the subject qualification of this listing.
3、 Substantive conditions of this listing
(I) according to the reply on Approving the registration of initial public offering of Huarong Chemical Co., Ltd. (zjxk [2022] No. 252) issued by the CSRC, this offering has been approved and registered by the CSRC, and complies with 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.
(II) according to the capital verification report (chyxy (2022) No. 0013) issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership), after the completion of this offering, the registered capital of the issuer is 480 million yuan, not 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.
(III) the issuer issues 120 million new shares this time, and the total number of shares after the issuance is 480 million. The shares publicly issued by the issuer account for more than 10% of the total number of shares of the company, which is in line with the provisions of paragraph 1 (III) of article 2.1.1 of the GEM Listing Rules.
(IV) according to the judgment made by the audit report, prospectus and the legal expertise of our lawyers, the net profit of the issuer in the last two years is positive, and the cumulative net profit is not less than 50 million yuan. Accordingly, this issuance of the issuer complies with the provisions of item (I) of paragraph 1, article 2.1.2 of the GEM Listing Rules.
(V) the issuer and its directors, supervisors and senior managers have issued a commitment to ensure that the listing application documents 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.
(VII) the controlling shareholder of the issuer New Hope Liuhe Co.Ltd(000876) Chemical Investment Co., Ltd., the actual controller Liu Yonghao, the other shareholders Ningbo Xinrong Chemical Technology Partnership (limited partnership), and the directors, supervisors and senior managers of the company holding the company's shares have made shareholding locking commitments respectively according to their respective circumstances. These share locking commitments comply with articles 2.3.3, 2.3.4 Article 2.3.8. The shareholding lock-in commitments have been made according to their respective circumstances, and these share lock-in commitments comply with the provisions of articles 2.3.3, 2.3.4 and 2.3.8 of the GEM Listing Rules.
(VIII) the controlling shareholders, actual controllers, directors, supervisors and senior managers of the issuer have respectively signed the statement and commitment of controlling shareholders and actual controllers and the statement and commitment of directors (supervisors and senior managers) in accordance with the relevant provisions of Shenzhen Stock Exchange. The above commitment has been witnessed by our lawyers and reported to Shenzhen Stock Exchange and the board of directors for the record, Comply with the provisions of articles 4.2.1 and 4.3.1 of the GEM Listing Rules. To sum up, our lawyers believe that the issuer's listing meets the substantive conditions stipulated in the securities law and the GEM Listing Rules.
To sum up, the exchange believes that the issuer's listing meets the substantive conditions stipulated in the securities law and the GEM Listing Rules.
4、 Sponsor institutions and sponsor representatives of this listing
(I) the issuer has hired Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united") as the sponsor of this listing. Huatai United Securities has the qualification of recommendation business and the membership of Shenzhen Stock Exchange, and complies with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the GEM Listing Rules.
(II) Huatai United has designated GUI Cheng and Yi guitao as two sponsor representatives to be specifically responsible for the recommendation of this listing, which is in line with Article 3.1.3 of the GEM Listing Rules.
The lawyers of this firm believe that the issuer has hired a qualified recommendation agency, and the recommendation agency shall appoint a recommendation representative to be specifically responsible for the recommendation work.
5、 Concluding observations
In conclusion, our lawyers believe that:
The issuer has gone through the internal approval procedures for this listing, which has been deliberated and approved by the GEM Listing Committee of Shenzhen Stock Exchange, registered with the consent of China Securities Regulatory Commission, and listed with the consent of Shenzhen Stock Exchange; The issuer has the subject qualification of this listing; The issuer's listing meets the substantive conditions stipulated in the securities law and the GEM Listing Rules; The issuer has hired a qualified recommendation agency, and the recommendation agency shall designate a recommendation representative to be responsible for the recommendation work.
This legal opinion is made in triplicate.
[no text below]
(this page is the signature page of Beijing Zhonglun law firm's legal opinion on Huarong Chemical Co., Ltd. initial public offering and listing on Shenzhen Stock Exchange)
Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer:
Zhang Xuebing, fan bin
Handling lawyer:
He Yunfan
Handling lawyer:
Liu Zhiguang
specific date
