Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-01050867666 Fax: 86-01065527227
Email / e-mail: [email protected].
Beijing Shanghai Shenzhen Guangzhou Xi’an Shenyang Hangzhou Chengdu Suzhou Tianjin Haikou Heze Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Risen Energy Co.Ltd(300118)
Issuing shares to specific objects
Legal opinion
Kangda Gufa Zi [2022] No. 0042
March, 2002
catalogue
catalogue 1 interpretation 3 part I introduction of legal opinion 5 I. brief introduction of the firm and the signing lawyer 5 II. The working process of the legal opinion and the lawyer work report 6 III. statement of law firm and lawyer 8 Part II body of legal opinion 10 I. approval and authorization of this issuance 10 II. Subject qualification of this offering 16 III. substantive conditions of this offering 16 IV. establishment of the issuer 19 v. independence of the issuer 19 VI. major shareholders and actual controllers of the issuer 21 VII. The issuer’s share capital structure and previous changes VIII. Business of the issuer 24 IX. related party transactions and horizontal competition 25 X. main property of the issuer 33 Xi. Major creditor’s rights and debts of the issuer 34 XII. Major asset changes and mergers and acquisitions of the issuer 35 XIII. Formulation and amendment of the articles of association of the issuer 35 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 36 XV. Directors, supervisors and senior managers of the issuer and their changes 36 XVI. The issuer’s taxation, preferential policies and financial subsidies 37 XVII. Environmental protection, product quality, technology and other standards of the issuer 37 XVIII. Application of funds raised by the issuer 37 XIX. Business development objectives of the issuer 38 XX. Litigation, arbitration or administrative punishment of the issuer 39. Others forty
22、 Concluding observations forty
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Abbreviation – meaning
Beijing Kangda law firm
Issuer / Risen Energy Co.Ltd(300118) / company / refers to Risen Energy Co.Ltd(300118) , stock code Risen Energy Co.Ltd(300118)
City company
This offering / this offering refers to the issuer’s application to issue A-share shares to no more than 35 specific investors including Lin Haifeng
Jiangsu Swick refers to Jiangsu Swick new materials Co., Ltd
Sunrise leasing refers to Risen Energy Co.Ltd(300118) Financial Leasing Co., Ltd
Changzhou Swick refers to Changzhou Swick photovoltaic New Material Co., Ltd
Yanan Bicon Pharmaceutical Listed Company(002411) refers to Yanan Bicon Pharmaceutical Listed Company(002411)
Jiujiu technology refers to Jiangsu Jiujiu Technology Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Wholly owned and holding subsidiaries refer to domestic wholly-owned and holding subsidiaries included in the consolidated statements of the issuer, unless otherwise specified
Important subsidiaries refer to wholly-owned and holding subsidiaries that have a significant impact on the issuer’s main business income or net profit (accounting for more than 5%)
China Securities Co.Ltd(601066) / sponsor refers to China Securities Co.Ltd(601066)
UOB / audit institution refers to UOB Certified Public Accountants (special general partnership)
The articles of association refers to the Risen Energy Co.Ltd(300118) articles of association
Rules of procedure of the general meeting of shareholders refers to the rules of procedure of Risen Energy Co.Ltd(300118) general meeting of shareholders
Rules of procedure of the board of directors refers to the rules of procedure of Risen Energy Co.Ltd(300118) board of directors
Rules of procedure of the board of supervisors refers to the rules of procedure of Risen Energy Co.Ltd(300118) board of supervisors
Company law of the people’s Republic of China (the company law of the 13th National People’s Congress of the people’s Republic of China refers to the sixth meeting of the Standing Committee of the people’s Congress amended on October 26, 2018 and implemented as of October 26, 2018)
The securities law of the people’s Republic of China was adopted at the 13th session of the people’s Congress of the people’s Republic of China on March 28, 2020 and shall enter into force as of the 15th session of the Standing Committee of the people’s Republic of China
Lawyers Law of the people’s Republic of China (the lawyers law of the Twelfth National Congress of the people’s Republic of China refers to the amendment made at the 29th meeting of the Standing Committee of the people’s Congress on September 1, 2017 and shall enter into force as of January 1, 2018)
The measures for the administration of registration refer to the measures for the administration of the registration of securities issuance by companies listed on the gem (for Trial Implementation) (Order No. 168 of the CSRC)
Abbreviation – meaning
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020)
No. 12 rules for the preparation and reporting of information disclosure of public securities companies – No. 12 rules for the preparation and reporting of public securities refers to the legal opinion and lawyer work report on the issuance of securities (zjf [2001] No. 37)
Securities legal business management office refers to the measures for the administration of law firms engaging in securities legal business (Order No. 41 of the Ministry of justice of the people’s Republic of China under the China Securities Regulatory Law)
Rules for securities legal business practice rules for securities legal business practice of law firms (for Trial Implementation) (China Securities rules (for Trial Implementation) refers to the Announcement No. [2010] 33 of the Securities Regulatory Commission and the Ministry of justice of the people’s Republic of China)
The assurance report of Risen Energy Co.Ltd(300118) new energy shares issued by Dahua on January 28, 2022 refers to the assurance report of the use of the previously raised funds of the limited company (Dahua nuclear Zi
[2022] 000470)
The legal opinion of Beijing Kangda law firm on Risen Energy Co.Ltd(300118) new energy Co., Ltd. refers to the legal opinion of the company on issuing shares to specific objects (Kangda Gufa Zi [2022] No. 0042)
The lawyer work report of Beijing Kangda law firm on Risen Energy Co.Ltd(300118) new energy Co., Ltd. refers to the lawyer work report of the company on issuing shares to specific objects (issued by Kangda shares)
[2022] No. 0043)
The prospectus refers to the prospectus for offering shares to specific objects on Risen Energy Co.Ltd(300118) gem (draft application)
According to the 29th meeting of the third board of directors and the first extraordinary shareholders’ plan in 2022, it refers to the plan for issuing A-Shares to specific objects in Risen Energy Co.Ltd(300118) 2022 approved by the general meeting
Annual report of Risen Energy Co.Ltd(300118) 2018
Annual report of recent three years refers to Risen Energy Co.Ltd(300118) 2019 annual report
Annual report of Risen Energy Co.Ltd(300118) 2020
Risen Energy Co.Ltd(300118) audit report (dhsz)
[2019] No. 006958)
The annual audit report of recent three years refers to the Risen Energy Co.Ltd(300118) audit report (Dahua Shenzi)
/Audit report [2020] No. 003243)
Risen Energy Co.Ltd(300118) audit report (dhsz)
[2021] 008297)
The reporting period / the last three years and one period refer to the continuous period from January 1, 2018 to September 30, 2021
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan
Note: in this legal opinion, if the total is inconsistent with the sum of the sub items, it is caused by rounding.
Beijing Kangda law firm
About Risen Energy Co.Ltd(300118)
Issuing shares to specific objects
Legal opinion
Kangda Gufa Zi [2022] No. 0043 to: Risen Energy Co.Ltd(300118)
The bourse accepts the entrustment of the issuer as the special legal adviser for the issuer’s issuance of shares to specific objects. On the basis of verifying and verifying the relevant materials of the issuer, the lawyers of the bourse shall, in accordance with the current laws and administrative regulations such as the company law, the securities law, the lawyer law, the measures for the administration of registration, the Compilation Rules No. 12, the measures for the administration of securities legal business, the rules for the practice of securities legal business (for Trial Implementation), etc Rules and relevant provisions (excluding the laws of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), this legal opinion is issued in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry.
Part I introduction of legal opinion
1、 Brief introduction of the firm and the signatory lawyer
(I) introduction to the exchange
The office was established in August 1988 with its registered address at floors 40-3, floor 4-5, building 40, Xingfu second village, Chaoyang District, Beijing. Beijing, Tianjin, Shanghai, Shenzhen, Guangzhou, Xi’an, Shenyang, Nanjing
