Shanghai jintiancheng law firm
Legal opinion on the initial public offering of shares and listing on the gem of Shenzhen Stock Exchange of Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
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Shanghai jintiancheng law firm
About Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
Case No.: [01f20193356] to: Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
In accordance with the securities law of the people’s Republic of China, the company 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 rules for the preparation and reporting of information disclosure of public securities companies No. 12 – Legal opinions and lawyer work report on public securities issuance, and the measures for the administration of securities legal business of law firms This legal opinion is issued in accordance with the provisions of relevant laws, regulations and normative documents, such as the securities legal business practice rules of law firms (for Trial Implementation), the GEM Listing Rules of Shenzhen Stock Exchange and so on.
In order to issue this legal opinion, our lawyers have reviewed the relevant documents provided by the issuer and obtained the following guarantee from the issuer: the issuer has provided our lawyers with the original written materials, copies, photocopies, confirmation letters or certificates necessary for issuing this legal opinion, and all facts and documents sufficient to affect this legal opinion have been disclosed to our lawyers; All documents, confirmations and certificates provided and the facts stated are true, accurate and complete without any concealment, false statement and omission; If the document is a copy, copy or photocopy, it is completely consistent and consistent with the original or the original, and the signature and seal on the document are true and valid. The validity of the original and the original of each document has not been revoked by the government department within its validity period, and they are held by their respective legal holders as of the date of issuance of this legal opinion. 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 by government departments, issuers or other relevant units to make judgments.
In accordance with the provisions of relevant laws, regulations and normative documents and the entrustment of the issuer, our lawyers have checked the legitimacy of the issuer’s authorization and approval of this issuance and listing, the subject qualification of this issuance and listing, the conditions of this issuance and listing, the reporting documents and relevant facts, And give legal opinions on the facts that have occurred and existed before the issuance of this legal opinion according to the lawyers’ understanding of the facts and Chinese law.
Our lawyers only express opinions on legal issues related to the issuer’s issuance and listing, and only express legal opinions in accordance with the relevant provisions of China’s current effective laws, regulations and normative documents, and do not express opinions on professional matters such as audit, asset evaluation and internal control. Our lawyers have performed the necessary duty of care when quoting some data and conclusions in professional reports such as accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion, but such quoting is not deemed to be any express or implied guarantee for the authenticity and accuracy of these data and conclusions, Our lawyers are not qualified to verify and evaluate such data and conclusions. Therefore, our lawyers rely on the opinions in the professional report issued by qualified institutions to make judgments.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation) and the facts that have occurred or exist before the date of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements and major omissions. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose. Our lawyers agree that the issuer shall take this legal opinion as the necessary legal document for applying for this issuance and listing, report it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law. Based on the above, our lawyers have examined and verified the relevant documents and facts provided by the issuer in accordance with the requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The issuer, the company and Hawthorne Huatong refer to Hawthorne Huatong (Changzhou) welding industry Co., Ltd
Huatong Co., Ltd. refers to Changzhou Huatong welding wire Co., Ltd., which is the predecessor of the issuer.
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai Jincheng law firm and Shanghai Jincheng law firm
Recommendation institution, China Securities Co.Ltd(601066) refers to China Securities Co.Ltd(601066)
Zhonghui certified public accountants refers to Zhonghui Certified Public Accountants (special general partnership)
The audit report refers to the audit report (zhksh [2021] No. 6564)
The capital verification report refers to the capital verification report [2022] No. 0867
The articles of association refers to the articles of association of Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for initial public offering and listing (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2022)
Laws, regulations and normative documents refer to Chinese laws, administrative regulations, rules and normative documents that are currently published and take effect
The last three years refer to 2019, 2020 and 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Text
1、 Approval of the issuer for this issuance and listing
The eleventh meeting of the third board of directors of the issuer and the sixth extraordinary general meeting of shareholders in 2020 deliberated and adopted the proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem and other proposals related to this stock listing. The validity period of the resolution is 24 months from the date of deliberation and adoption of the general meeting of shareholders.
On January 18, 2022, the China Securities Regulatory Commission approved and issued the reply on Approving the registration of initial public offering shares of Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd. (zjxk [2022] No. 128), and approved the issuer’s application for registration of initial public offering shares. The reply is valid within 12 months from the date of consent to registration.
In conclusion, our lawyers believe that the issuer has obtained the necessary internal approval of the issuer for this issuance and listing, and has obtained the approval of the CSRC for registration, and needs to obtain the notice of Shenzhen stock exchange for approving the listing of shares. 2、 The issuer’s subject qualification for this issuance and listing
The issuer currently holds the business license (Unified Social Credit Code: 91320400608130487q) issued by Changzhou municipal market supervision and Administration Bureau. At present, it effectively exists in accordance with the law, and there is no situation that it needs to be terminated in accordance with the current laws, regulations, normative documents and the articles of Association of China.
The issuer is a joint stock limited company established by the overall change of Huatong Co., Ltd. in September 2011. Since the overall change, the issuer has been in continuous operation for more than three years.
In conclusion, our lawyers believe that the issuer is a joint stock limited company established in accordance with the law and has continued to operate for more than three years, complies with the provisions of laws, regulations, rules and normative documents such as the securities law, the company law and the administrative measures, and has the subject qualification of this issuance and listing. 3、 The issuer’s substantive conditions for this issuance and listing
According to the reply on Approving the registration of initial public offering of shares of Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd. (zjxk [2022] No. 128), the announcement on the results of initial public offering of shares and listing on the gem of Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd. and the capital verification report issued by Zhonghui accountant, the issuer meets the gem issuance conditions stipulated by the CSRC, It has obtained the examination and approval of Shenzhen stock exchange according to law and registered with the consent of China Securities Regulatory Commission, and has been fully issued, which is in line with the provisions of Article 9 of the securities law and item (I) of article 3.1.1 of the listing rules.
According to the verification of the lawyers of the exchange, the issuer has a sound corporate governance structure, establishes and improves the general meeting of shareholders, the board of directors and the board of supervisors according to law, and formulates the working system of independent directors and the working rules of the Secretary of the board of directors. It has a sound and well functioning organization, and the relevant institutions and personnel can perform their duties according to law, which is in line with the provisions of Article 47 of the securities law and item (II) of article 3.1.1 of the listing rules.
According to the audit report issued by Zhonghui certified public accountants, the issuer has the ability of sustainable operation and complies with the provisions of Article 47 of the securities law and item (III) of article 3.1.1 of the listing rules.
The total share capital of the issuer before this issuance is 136.36 million yuan. According to the capital verification report issued by Zhonghui accountant, the total share capital of the issuer after this issuance is 1818134 million yuan, no less than 50 million yuan, which is in line with the provisions of Article 47 of the securities law and item (IV) of article 3.1.1 of the listing rules.
According to the reply on Approving the registration of initial public offering of shares of hawse Huatong (Changzhou) welding industry Co., Ltd. (zjxk [2022] No. 128) issued by China Securities Regulatory Commission, the announcement on the results of initial public offering of shares of hawse Huatong (Changzhou) welding industry Co., Ltd. and the capital verification report issued by Zhonghui accountant, the number of shares issued by the issuer is 45453400. After the issuance is completed, The total share capital of the issuer is 181813400 yuan, and the publicly issued shares account for 25% of the total shares of the issuer, which is in line with the provisions of Article 47 of the securities law and item (V) of article 3.1.1 of the listing rules.
According to the statement issued by the issuer and verified by the lawyers of the exchange, the issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy in the past three years, which is in line with the provisions of article 417 of the securities law and item (VI) of article 3.1.1 of the listing rules.
According to the audit report, the financial and accounting reports of the issuer in the last three years have been issued with unqualified audit reports, which is in line with the provisions of Article 47 of the securities law and item (VII) of article 3.1.1 of the listing rules.
In conclusion, our lawyers believe that the issuer’s issuance and listing meets the provisions of laws, regulations and normative documents such as the securities law, listing rules, and meets the substantive conditions for this issuance and listing.
4、 The sponsor institution and sponsor representative of the issuer for this issuance and listing
The listing of the issuer is sponsored by China Securities Co.Ltd(601066) which is a securities operating institution registered by the CSRC and listed in the list of sponsors and has the membership of Shenzhen Stock Exchange, which complies with the provisions of paragraph 1 of Article 10 of the securities law and article 12.2.1 of the listing rules.
China Securities Co.Ltd(601066) appoint Zhao Liang and Chen Qiang as the recommendation representatives to be responsible for the recommendation of the issuer for this issuance and listing, and as the designated contact between the sponsor and Shenzhen Stock Exchange, which is in line with the provisions of article 12.2.3 of the listing rules. 5、 Concluding observations
To sum up, our lawyers believe that the issuer has the subject qualification for this issuance and listing. This issuance and listing has been approved by the general meeting of shareholders of the company and approved by the CSRC for registration. This issuance and listing meets the substantive conditions specified in the securities law, listing rules and other laws, regulations and normative documents, and has been sponsored by a suitably qualified sponsor, The listing still needs the consent of Shenzhen Stock Exchange.
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