Beijing Jindu law firm
About wankai New Material Co., Ltd
IPO shares listed on the gem of Shenzhen Stock Exchange
Legal opinion
To: wankai New Material Co., Ltd
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by wankai new materials Co., Ltd. (hereinafter referred to as the issuer) to act as the special legal adviser for the issuer’s initial public offering of RMB common shares (hereinafter referred to as the offering) and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as the listing, which is jointly referred to as the offering with the offering).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law) and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of the registration of initial public offerings on the GEM) The Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the GEM Listing Rules) Relevant laws, administrative regulations, departmental rules and regulations in force within the territory of the people’s Republic of China (hereinafter referred to as the territory of China for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), such as 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), etc The normative documents and the provisions of China Securities Regulatory Commission (hereinafter referred to as CSRC) and Shenzhen Stock Exchange (hereinafter referred to as laws and regulations) issue this legal opinion on the issue and listing of the issuer.
In order to issue this legal opinion, the office and the handling lawyer consulted the documents that they considered necessary to consult in accordance with the business standards and ethics recognized by the lawyer industry, including the approval documents, relevant records, materials, certificates, instructions, commitment letters, etc. provided by the issuer from relevant government departments, and made necessary inquiries to the senior management of the Issuer on matters related to this listing.
The office and the handling lawyer shall give legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the provisions of relevant laws and regulations in force in China.
The exchange and the handling lawyers only express their opinions on the legal issues related to the issuer’s listing, and do not express their opinions on non legal professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in the accounting report, audit report and asset evaluation report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange does not have the appropriate qualification to verify and evaluate such data.
The issuance of this legal opinion has been guaranteed by the issuer as follows:
1. The issuer has provided the original written materials, copies, copies, confirmation letters or certificates required by the office and the handling lawyers to issue this legal opinion.
2. The documents and materials provided by the issuer are true, accurate, complete and effective, without false records, misleading statements or major omissions, and if the documents and materials are copies or copies, they are consistent and consistent with the original or the original.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, issuers or other relevant units to express legal opinions.
The exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and this listing application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The exchange and the handling lawyer agree to submit this legal opinion as a necessary legal document for the issuer to apply for this listing to the Shenzhen stock exchange together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
This legal opinion is only for the issuer’s use for the purpose of this listing. No one may use it for any other purpose without the consent of the exchange.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the relevant documents and facts provided by the issuer, and now issues the following legal opinions:
1、 Approval and authorization of the issuer’s listing
(I) internal approval and authorization of this listing
On October 26, 2020, the issuer held the fifth meeting of the first board of directors, The proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on Authorizing the board of directors to handle matters related to the company’s initial public offering of RMB common shares (A shares) and listing on the gem, and the proposal on the use of funds raised by the company’s initial public offering of RMB common shares (A shares) and listing on the gem were reviewed and approved The proposal on the company’s initial public offering of RMB common shares (A shares) and the cumulative profit distribution plan before listing on the gem and other proposals related to this issuance and listing, and proposed to convene the fourth extraordinary general meeting of shareholders in 2020 and submit it to the general meeting of shareholders for deliberation.
On November 10, 2020, the issuer held the fourth extraordinary general meeting of shareholders in 2020, The proposal on the company’s initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on Authorizing the board of directors to handle matters related to the company’s initial public offering of RMB common shares (A shares) and listing on the gem, and the proposal on the use of funds raised by the company’s initial public offering of RMB common shares (A shares) and listing on the gem were reviewed and approved The proposal on the company’s initial public offering of RMB common shares (A shares) and the cumulative profit distribution plan before listing on the gem and other proposals related to this offering and listing.
According to the notice, proposal, resolution and other documents of the above-mentioned board of directors and shareholders’ meeting of the issuer, the contents of the above-mentioned resolutions of the board of directors and shareholders’ meeting comply with relevant laws and regulations and the articles of association of wankai new materials Co., Ltd. (hereinafter referred to as the articles of association), which are legal and effective; The necessary internal authorization and approval of the issuer have been obtained for this issuance and listing; The board of directors authorized by the general meeting of shareholders of the issuer to handle matters related to this issuance and listing is legal and effective.
(II) examination and approval of Shenzhen Stock Exchange GEM Listing Committee
On September 1, 2021, the 53rd review meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021 considered that the issuer met the issuance conditions, listing conditions and information disclosure requirements.
(III) registration reply of CSRC
On January 4, 2022, the China Securities Regulatory Commission issued the reply on Approving the registration of wankai new materials Co., Ltd. in its initial public offering (zjxk [2022] No. 4), agreeing to the issuer’s registration application for this offering and listing.
To sum up, the exchange believes that the issuer has obtained the internal approval and authorization of the issuer, the approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission. The listing and trading of the issuer’s shares on the gem of Shenzhen Stock Exchange has yet to be approved by Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this listing
(I) the issuer is a joint stock limited company established according to law
According to the issuer’s industrial and commercial archives and the current valid business license, the issuer’s predecessor Zhejiang wankai new materials Co., Ltd. (hereinafter referred to as wankai Co., Ltd.) was established on March 31, 2008, and wankai Co., Ltd. changed into the issuer as a whole with the audited book net assets converted into shares as of November 30, 2019. The establishment of the issuer complies with the provisions of laws and regulations, and its establishment is legal and effective.
(II) the issuer is a joint stock limited company with continuous operation for more than three years
Wankai Co., Ltd., the predecessor of the issuer, was established on March 31, 2008. Wankai Co., Ltd. changed into the issuer as a whole based on the audited book net assets converted into shares as of November 30, 2019. The issuer is a joint stock limited company established in accordance with the law and has continued to operate for more than 3 years, and there are no circumstances requiring termination specified in laws and regulations and the articles of association.
(III) the issuer has a sound and well functioning organizational structure
The issuer has established the general meeting of shareholders, the board of directors (including the strategy committee, the remuneration and assessment committee, the nomination committee and the audit committee) and the board of supervisors in accordance with the provisions of the company law and the articles of Association; Elected directors (including independent directors), supervisors (including employee supervisors), and employed senior managers such as general manager, executive general manager, deputy general manager, Secretary of the board of directors and chief financial officer; It has set up functional departments such as procurement center, domestic trade center, foreign trade center, production center, quality center, Research Institute, property management center, administrative center and financial center; It has formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working system of independent directors, the working rules of the Secretary of the board of directors, the working system of the strategy committee of the board of directors, the working system of the audit committee of the board of directors, the working system of the nomination committee of the board of directors, the working system of the remuneration and assessment committee of the board of directors, the management system of connected transactions and the system for preventing the occupation of funds by connected parties Corporate governance systems such as external guarantee management system and general manager’s working rules. The issuer has a standardized corporate governance structure, a sound internal management system, a sound and well functioning organization, and relevant institutions and personnel can perform their duties in accordance with the law.
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the issuer is a joint-stock company established according to law and has continued to operate for more than three years, has a sound and good organizational structure, and the relevant institutions and personnel can perform their duties according to law. There is no need to terminate according to laws and regulations and the articles of association, meets the provisions of Article 10 of the measures for the administration of initial registration on GEM, and has the subject qualification of this listing.
3、 Substantive conditions of the issuer’s listing
(I) according to the announcement on the results of the 53rd review meeting of the municipal Party Committee on GEM in 2021 and the reply on Approving the registration of wankai new materials Co., Ltd. in its initial public offering issued by the CSRC (zjxk [2022] No. 4), as of the date of this legal opinion, the issuer has obtained the approval of the Shenzhen Stock Exchange and the registration reply of the CSRC, Comply 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) the total share capital of the issuer before the issuance is 257545400 yuan. According to the announcement on the results of the initial public offering and listing on the gem of wankai new materials Co., Ltd., the total share capital of the issuer after the issuance is completed is 343395400 yuan, and the total share capital after the issuance is listed is 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) according to the reply on Approving the registration of wankai New Material Co., Ltd. for initial public offering (zjxk [2022] No. 4) and the announcement on the results of wankai New Material Co., Ltd. for initial public offering and listing on the gem issued by the CSRC, the number of shares issued by the issuer this time is 85.85 million, accounting for 25.00% of the total number of shares of the issuer after the completion of this issuance, Comply with the provisions of item (III) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
(IV) according to the audit report of wankai New Material Co., Ltd. (Zhonghui kuaishan [2021] No. 6678) and the prospectus of wankai New Material Co., Ltd. for initial public offering and listing on the gem (Registration draft) issued by Zhonghui Certified Public Accountants (special general partnership) on September 6, 2021, the issuer in 2018, 2019, 2020 From January to June 2021, after deducting non recurring profits and losses, the net profits attributable to the common shareholders of the company were 25075496480 yuan, 31805204757 yuan, 17963185984 yuan and 1814 Luoyang Northglass Technology Co.Ltd(002613) 0 yuan respectively. The net profits of the issuer in the last two years were positive and the cumulative net profits were not less than 50 million yuan, which was in line with the provisions of paragraph 1 (IV) of article 2.1.1 and paragraph 1 (I) of article 2.1.2 of the Listing Rules of the gem.
(V) the issuer and its directors, supervisors and senior managers have issued relevant commitments that the application documents for IPO and listing on the gem are free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness, which is in line with article 2.1.7 of the GEM Listing Rules.
In conclusion, the exchange believes that the issuer’s listing meets the substantive conditions stipulated in the securities law, GEM Listing Rules and other laws and regulations.
4、 Sponsor and sponsor
(I) the issuer employs China International Capital Corporation Limited(601995) (hereinafter referred to as China International Capital Corporation Limited(601995) ) as the sponsor of this issuance and listing. China International Capital Corporation Limited(601995) 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.
(II) China International Capital Corporation Limited(601995) appointed Zhang Lei and Yang Leijie as the sponsor representatives to be 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、 Concluding observations
To sum up, the exchange believes that as of the date of issuance of this legal opinion, the issuer has obtained the internal approval and authorization of the issuer, the review and approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission; The issuer has the subject qualification of this listing; This issuance and listing of the issuer meets the substantive conditions stipulated in the securities law, the measures for the administration of initial registration on the gem, the Listing Rules on the gem and other relevant laws and regulations; The issuer has hired a recommendation institution with recommendation qualification, and the recommendation institution shall designate a recommendation representative to be responsible for the recommendation work; The listing still needs the approval of Shenzhen Stock Exchange.
This legal opinion is made in quadruplicate.
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Handling lawyer of Beijing Jindu law firm:
