Guohao law firm (Hangzhou)
About
Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Issue shares to specific objects
of
Supplementary legal opinion (III)
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: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
November, 2001
Guohao law firm (Hangzhou)
About Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Issuing shares to specific objects
Supplementary legal opinion (III)
To: Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”) is the special legal adviser appointed by Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as “the issuer” or “the applicant” or “the company”), On August 8, 2021, the legal opinion of Guohao law firm on Jolywood (Suzhou) Sunwatt Co.Ltd(300393) issuing shares to specific objects (hereinafter referred to as the “legal opinion”) and the lawyer work report of Guohao law firm on Jolywood (Suzhou) Sunwatt Co.Ltd(300393) issuing shares to specific objects (hereinafter referred to as the “lawyer work report”) were issued for the issuer to issue shares to specific objects; On September 15, 2021, the supplementary legal opinion (I) of Guohao law firm on Jolywood (Suzhou) Sunwatt Co.Ltd(300393) issuing shares to specific objects (hereinafter referred to as the “supplementary legal opinion (I)”) was issued according to the update of the issuer’s financial statements and changes in business and other matters; On November 9, 2021, according to the requirements of the examination and inquiry letter on Jolywood (Suzhou) Sunwatt Co.Ltd(300393) application for issuing shares to specific objects (Shenshen stock exchange examination letter [2021] 020257), the supplementary legal opinion (II) of Guohao law firm on Jolywood (Suzhou) Sunwatt Co.Ltd(300393) issuing shares to specific objects was issued.
Since the deadline for the financial statements of the last three years and one period disclosed in the issuer’s original application materials is June 30, 2021, the issuer has disclosed the financial statements as of September 30, 2021, The lawyers of this firm checked the changes of relevant matters between the issuance date of the supplementary legal opinion (I) and the issuance date of this supplementary legal opinion (hereinafter referred to as “the period”) and issued this supplementary legal opinion.
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 securities issuance and registration of companies listed on the gem (for Trial Implementation), 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 other relevant laws and regulations, as well as the facts that have occurred or exist before the issuance date of this supplementary legal opinion, They have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this supplementary 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.
Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for the issuer’s issuance together with other materials to Shenzhen Stock Exchange and China Securities Regulatory Commission for review. This supplementary legal opinion is only for the purpose of the issuer’s issuance and shall not be used for any other purpose.
This supplementary legal opinion is a supplement to the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and lawyer work report. This supplementary legal opinion shall be used together with the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and lawyer work report. In case of any inconsistency between the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), lawyer work report and this supplementary legal opinion, this supplementary legal opinion shall prevail.
Unless the context otherwise requires, the abbreviations used in this supplementary legal opinion have the same meanings as those in the original legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and lawyer work report.
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1、 Approval and authorization of this offering
The lawyers of the firm have disclosed in detail the approval and authorization of various proposals on the issuance at the 13th meeting of the Fourth Board of directors held on June 8, 2021 and the fifth extraordinary general meeting of shareholders held on June 25, 2021 in the legal opinion and lawyer work report.
After consulting the meeting notice, attendance sheet, proposal, voting votes, statistical table of voting results, meeting minutes, meeting resolutions and other meeting documents of the issuer’s fifth extraordinary general meeting in 2021, the lawyers of the firm confirmed that the convening and convening procedures of the issuer’s above-mentioned general meeting of shareholders are legal and effective, the voting procedures are legal, and the contents of the resolution of this issuance adopted by the general meeting of shareholders are legal and effective.
After verification by the lawyers of the exchange, the issuer has not adjusted the issuance plan and other matters related to the issuance from the above general meeting of shareholders to the issuance date of this supplementary legal opinion.
After verification, our lawyers believe that the issuer’s issuance has been approved and authorized by its internal authority, which needs to be submitted to Shenzhen stock exchange for review and reported to China Securities Regulatory Commission for registration.
2、 The issuer’s subject qualification for this offering
The lawyers of the firm have discussed the subject qualification of the issuer in the legal opinion and lawyer work report.
After verification, our lawyers believe that as of the issuance date of this supplementary legal opinion, the issuer is a joint stock limited company effectively existing according to law, has the subject qualification of this issuance, and there is no situation that needs to be terminated in accordance with laws, regulations and the articles of association.
3、 Substantive conditions of this offering
Our lawyers have discussed the substantive conditions of the issuer’s issuance in the legal opinion, lawyer work report and supplementary legal opinion (I).
As of the date of issuance of this supplementary legal opinion, our lawyers have re examined the basic conditions that the issuer should meet in issuing shares to specific objects one by one in accordance with the provisions of the company law, the securities law, the measures for the administration of registration and other laws, regulations and normative documents, as follows:
(I) the issuer meets the relevant conditions stipulated in the company law:
1. The issuer shall have the same rights for each share of the same class. For the shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same, which shall comply with the provisions of Article 126 of the company law.
2. The issuing price of the shares issued by the issuer this time will not be lower than the par value, which complies with the provisions of Article 127 of the company law.
3. The shares issued by the issuer this time are registered shares, which comply with the provisions of Article 129 of the company law. 4. The issuer’s issuance has been deliberated and approved by the issuer’s fifth extraordinary general meeting in 2021, which is in line with the provisions of Article 133 of the company law.
(II) the issuer meets the relevant conditions stipulated in the securities law
According to the statement and commitment of the issuer and the verification of the lawyers of the exchange, the issuer has not adopted the methods of advertising, public persuasion and disguised disclosure, which is in line with the provisions of paragraph 3 of Article 9 of the securities law.
(III) the issuer meets the relevant conditions specified in the registration management measures
1. This issuance is not subject to the circumstances that it shall not be issued to specific objects as stipulated in Article 11 of the registration management measures:
(1) According to the statement of the issuer and the verification report on the use of the funds raised in the previous time (Zhonghui kuaijin [2021] No. 4922) issued by Zhonghui certified public accountants, and the documents of the meeting of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer verified by the lawyers of this firm, the issuer does not change the purpose of the funds raised in the previous time without correction, or without the approval of the general meeting of shareholders, There are no circumstances listed in Item (I) of Article 11 of the measures for the administration of registration. (2) According to the notes of the issuer and the 2020 audit report issued by Zhonghui certified public accountants, the issuer does not have any situation that the preparation and disclosure of the financial statements of the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; There is no case that the financial and accounting report of the most recent year has been issued with a negative opinion or an audit report that cannot express an opinion; There is no audit report with a qualified opinion on the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinion on the company has not been eliminated, and there is no situation listed in Item (II) of Article 11 of the measures for the administration of registration.
(3) The current directors and supervisors of the securities exchange have not been punished in accordance with Article 11 (III) of the measures for the disclosure of information issued by the securities exchange, or the current directors and supervisors of the securities exchange have not been punished according to Article 11 (III) of the measures for the disclosure of information issued by the securities exchange.
(4) According to the issuer’s instructions, the commitments issued by the issuer’s directors, supervisors and senior managers, the certificates issued by the competent departments of public security and justice, and the Internet information inquired by our lawyers, the issuer and its current directors, supervisors and senior managers are not under the situation of being filed and investigated by the judicial organ for suspected crimes or being filed and investigated by the CSRC for suspected violations of laws and regulations, There are no circumstances listed in Item (IV) of Article 11 of the measures for the administration of registration.
(5) According to the statement of the issuer, the commitment issued by the controlling shareholder and actual controller of the issuer, the certificate issued by the competent authorities such as public security and justice, and the Internet information inquired by our lawyers, the controlling shareholder and actual controller of the issuer have not committed any major illegal act seriously damaging the interests of listed companies or the legitimate rights and interests of investors in the past three years, and there are no circumstances listed in Item (V) of Article 11 of the measures for the administration of registration.
(6) According to the instructions of the issuer, the commitments issued by the controlling shareholder and actual controller of the issuer, the commitments issued by the directors, supervisors and senior managers of the issuer, the certificates issued by the Public Security Bureau, judicial department, market supervision and Administration Bureau, Taxation Bureau, human resources and Social Security Bureau, provident fund management center, Emergency Management Bureau, customs, natural resources and Planning Bureau and other competent departments, and the lawyers of the firm query the Internet information, The issuer has not committed any major illegal act that has seriously damaged the legitimate rights and interests of investors or social and public interests in the past three years, and there are no circumstances listed in Item (VI) of Article 11 of the measures for the administration of registration.
2. This issuance complies with Article 12 of the registration management measures:
(1) According to the feasibility analysis report of Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 2021 gem issuing A-Shares to specific objects to raise funds and the documents of the issuer’s fifth extraordinary general meeting of shareholders in 2021, the purpose of the raised funds of the issuer is in line with the national industrial policies, laws and administrative regulations on environmental protection and land management, and is not a held financial investment, Not investing directly or indirectly in a company whose main business is the purchase and sale of securities complies with the provisions of items (I) and (II) of Article 12 of the measures for the administration of registration.
(2) According to the instructions of the issuer, the commitments of the controlling shareholder and the actual controller, the industrial and commercial registration data of the affiliated enterprises and the verification of the lawyers of the exchange, after the implementation of the investment project of the raised funds, there will be no new horizontal competition, unfair affiliated transactions with the controlling shareholder, the actual controller and other enterprises under their control, or seriously affect the independence of the company’s production and operation, Comply with the provisions of item (III) of Article 12 of the measures for the administration of registration.
3. According to the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 deliberated and adopted by the issuer’s fifth extraordinary general meeting in 2021, the objects of this issuance shall not exceed 35 (including this number), and the scope of issuing objects shall be specific investors in accordance with the provisions of the CSRC, including securities investment fund management companies, securities companies, trust companies, and other relevant laws and regulations in accordance with the provisions of the CSRC and other relevant laws and regulations Financial companies, insurance institutional investors, qualified foreign institutional investors, and other domestic legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds. The pricing benchmark date of the issuer’s current issuance of shares to specific objects is the first day of the issuance period of the issuer’s current issuance of shares to specific objects, and the issuance price is not less than 80% of the average price of the company’s shares 20 trading days before the pricing benchmark date, which is in line with the provisions of articles 55, 56 and 57 of the measures for the administration of registration.
4. According to the proposal on the company’s stock issuance scheme to specific objects deliberated and adopted by the issuer’s fifth extraordinary general meeting in 2021, after the issuance, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of issuance, which is in line with the provisions of Article 59 of the registration administration law.
5. According to the proposal on the company’s plan to issue A-Shares to specific objects and the prospectus deliberated and approved by the issuer’s fifth extraordinary general meeting in 2021, this offering is in compliance with the requirements of China Securities Regulatory Commission and Shenzhen Securities Exchange
