About Ganzhou Yihao New Material Co., Ltd
IPO and listing on GEM
Supplementary legal opinion (V)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11 & 12 / F, Taiping finance tower, 6001 Yitian Road, Futian, Shenzhen, China Tel.: (0755) 88265288 fax.: （075588265537
Website: http://www.shujin.cn.
catalogue
Part I changes in matters related to this offering and listing four
1、 The issuer’s subject qualification for this issuance and listing four
2、 The substantive conditions of this offering and listing four
3、 Issuer’s business six
4、 Peer competition and related party transactions six
5、 The principal property of the issuer thirteen
6、 Significant creditor’s rights and debts of the issuer fifteen
7、 The standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors seventeen
8、 Directors, supervisors and senior managers of the issuer and their changes seventeen
9、 Issuer’s tax nineteen
10、 The issuer’s environmental protection and product quality, technology and other standards twenty
11、 Litigation, arbitration or administrative punishment twenty-one
12、 The overall concluding observations of this offering and listing 25 the second part is about the update of the reply to the audit inquiry letter twenty-six
Question 1 of the audit inquiry letter. About the historical evolution twenty-six
Question 2 of the audit inquiry letter. About the gambling agreement forty-five
Question 3 of the audit inquiry letter. About the sales model and commercial bribery forty-nine
Question 4 of the audit inquiry letter. About waste water and environmental protection fifty-six
Question 6 of the audit inquiry letter. About intellectual property seventy-two
Question 8 of the audit inquiry letter. About the guarantee contract eighty-six
Question 19 of the audit inquiry letter. About financial internal control ninety-four
Question 20 of the audit inquiry letter. About pending litigation one hundred and four
The third part is about the update of the reply to the second round of audit inquiry letter one hundred and eight
Question 2 of the second round of audit inquiry letter. About the historical evolution one hundred and eight
Question 3 of the second round of audit inquiry letter. About the sales model one hundred and fourteen
The fourth part is about the update of the reply to the third round of audit inquiry letter one hundred and nineteen
Question 1 of the third round of audit inquiry letter. On the identification of state-owned shareholders one hundred and nineteen
The fifth part is about the update of the reply to the implementation letter one hundred and twenty-three
Guangdong Xinda law firm
About Ganzhou Yihao New Material Co., Ltd
IPO and listing on GEM
Supplementary legal opinion (V)
Xinda shouchuangxin Zi [2021] No. 015-05 to: Ganzhou Yihao new materials Co., Ltd
Guangdong Xinda law firm has accepted the entrustment of the issuer to act as the special legal adviser for the issuer’s initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange in accordance with the special legal adviser employment agreement signed with Ganzhou Yihao new materials Co., Ltd. (hereinafter referred to as the “issuer”), It also issued the legal opinion of Guangdong Xinda law firm on Ganzhou Yihao new materials Co., Ltd. initial public offering and listing on the gem, the lawyer work report of Guangdong Xinda law firm on Ganzhou Yihao new materials Co., Ltd. initial public offering and listing on the gem, and Supplementary legal opinion of Guangdong Xinda law firm on initial public offering and listing on gem of Ganzhou Yihao new materials Co., Ltd. (I) and supplementary legal opinion of Guangdong Xinda law firm on initial public offering and listing on gem of Ganzhou Yihao new materials Co., Ltd. (II) Supplementary legal opinion of Guangdong Xinda law firm on initial public offering of Ganzhou Yihao new materials Co., Ltd. and listing on GEM (III); supplementary legal opinion of Guangdong Xinda law firm on initial public offering of Ganzhou Yihao new materials Co., Ltd. and listing on GEM (IV) (hereinafter collectively referred to as “issued lawyer documents”).
Whereas, Tianzhi International Certified Public Accountants (special general partnership) has audited the financial statements of the issuer for 2019, 2020 and 2021 (hereinafter referred to as the “reporting period”) and issued the audit report (Tian Zhi Ye Zi [2022] No. 16615, hereinafter referred to as the audit report), We reviewed the self-evaluation report of the issuer’s internal control as of December 31, 2021 (hereinafter referred to as the “end of the reporting period”) and issued the internal control assurance report (Tian Zhi Ye Zi [2022] No. 166151, hereinafter referred to as the “internal control assurance report”). According to relevant regulations, Xinda lawyer now further examines the matters related to the issuer’s issuance and listing, Issue the supplementary legal opinion (V) of Guangdong Xinda law firm on Ganzhou Yihao new materials Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the “supplementary legal opinion”).
This supplementary legal opinion is a supplement and modification to the issued lawyer’s documents, which must be used together with the issued lawyer’s documents. The contents of the issued lawyer’s documents that have not been modified by this supplementary legal opinion are still valid. Unless otherwise stated, the matters stated by Cinda in the issued lawyer’s document and the abbreviation used are still applicable to this supplementary legal opinion.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda issued the following supplementary legal opinions:
Part I changes in matters related to this offering and listing
1、 The issuer’s subject qualification for this issuance and listing
According to the industrial and commercial archives and audit report of the issuer and confirmed by the issuer, as of the date of issuance of this supplementary legal opinion, the issuer is a joint stock limited company legally established, legally existing and continuously operating for more than three years, and has the subject qualification of this issuance and listing.
2、 Substantive conditions for this offering and listing
In accordance with the provisions of the company law, the securities law, the measures for the administration of the gem, the Listing Rules of the gem and other laws, regulations and normative documents, lawyer Xinda checked the substantive conditions of the issuer’s issuance and listing as follows:
(I) the issuer meets the substantive conditions for public offering of shares
1. Approved by the third extraordinary general meeting of the issuer in 2021, the shares issued this time are ordinary shares, each share has the same rights, and the issuance conditions and price of each share are the same; Pay the same price per share for the shares subscribed by any unit or individual; The issue price of the shares shall not be lower than the par value, and shall comply with the provisions of articles 126 and 127 of the company law.
2. According to the system documents such as the articles of association and the documents of the third meeting of the issuer, the issuer is a joint stock limited company established according to law and continuously operated for more than three years; The system of general meeting of shareholders, board of directors, board of supervisors, independent directors, Secretary of the board of directors and audit committee has been established and improved according to law, and has a sound and well functioning organization. Relevant institutions and personnel can perform their duties according to law, which is in line with the provisions of paragraph 1 (I) of Article 12 of the securities law and Article 10 of the measures for the administration of gem.
3. According to the audit report, the issuer has made continuous profits in the past three years and has the ability of continuous operation, which is in line with the provisions of item (II) of paragraph 1 of Article 12 of the securities law.
4. According to the prospectus, audit report, internal control assurance report and confirmed by the issuer, based on the understanding and judgment of Xinda lawyer as a non-financial professional:
(1) During the reporting period, the issuer’s basic accounting work was standardized, the preparation and disclosure of financial statements complied with the provisions of the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflected the issuer’s financial status, operating results and cash flow in all major aspects. Certified Public Accountants issued an unqualified audit report for the financial and accounting reports of the last three years, Comply with the provisions of item (III) of paragraph 1 of Article 12 of the securities law and paragraph 1 of Article 11 of the measures for the administration of gem.
(2) The issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the company’s operation efficiency, legal compliance and the reliability of financial reports. The certified public accountant has issued an unqualified internal control assurance report, which is in line with the provisions of paragraph 2 of Article 11 of the measures for the administration of gem.
5. According to the audit report, the issuer’s confirmation and verification, the issuer’s business is complete and has the ability to directly face the market and operate independently and continuously. The details are as follows:
(1) The issuer has complete assets, independent business, personnel, finance and institutions, and there is no horizontal competition with the controlling shareholder, actual controller and other enterprises under its control that has a significant adverse impact on the issuer, and there is no related party transaction that seriously affects its independence or is obviously unfair, which is in line with the provisions of item (I) of Article 12 of the measures for the administration of gem.
(2) The issuer’s main business, control and management team are stable, and there have been no major adverse changes in its main business, directors and senior managers in the past two years; The ownership of the shares of the issuer held by the controlling shareholder and the shareholders controlled by the controlling shareholder and the actual controller is clear, the actual controller has not changed in the past two years, and there is no major ownership dispute that may lead to the possible change of control, which is in line with the provisions of Article 12 (II) of the measures for the administration of gem.
(3) The issuer has no major ownership disputes involving major assets, core technologies, trademarks, etc., major debt repayment risks, major contingencies such as guarantee, litigation and arbitration, and major changes in the business environment that have or will have a significant adverse impact on the continuous operation, which is in line with the provisions of item (III) of Article 12 of the measures for the administration of gem.
6. According to the certificate issued by the relevant competent government department, query the information publicized on the website of the competent government department, and confirm by the issuer and its controlling shareholders, actual controllers, directors, supervisors and senior managers:
(1) The production and operation of the issuer shall comply with the provisions of laws and administrative regulations, the national industrial policies and the provisions of paragraph 1 of Article 13 of the measures for the administration of gem.
(2) In the last three years, the issuer and its controlling shareholders and actual controllers have not committed any criminal crime of corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and have not committed any illegal act of fraudulent issuance, major information disclosure or other major illegal acts involving national security, public security, ecological security, production safety, public health and safety, etc, Comply with the provisions of paragraph 1 (IV) of Article 12 of the securities law and paragraph 2 of Article 13 of the measures for the administration of gem.
(3) The directors, supervisors and senior managers of the issuer are not subject to the administrative punishment of the CSRC in the past three years, or are being placed on file for investigation by the judicial organ for suspected crimes, or are being placed on file for investigation by the CSRC for suspected violations of laws and regulations without a clear conclusion, which is in line with the provisions of paragraph 3 of Article 13 of the measures for the administration of gem.
(II) the issuer meets the substantive conditions for listing on the gem
1. As stated in “II. Substantive conditions for this issuance and listing / (I) the issuer meets the substantive conditions for public offering of shares” in part I of this supplementary legal opinion, the issuer meets the gem issuance conditions stipulated by the CSRC and meets the provisions of paragraph 1 (I) of article 2.1.1 of the GEM Listing Rules.
2. The total existing capital stock of the issuer is 126.8 million yuan. The number of new shares to be publicly issued this time shall not exceed 42266667 shares, and the total capital stock after issuance shall not be less than 30 million yuan. The shares issued this time account for more than 25% of the total shares of the company, which is in line with the provisions of item (II) and item (III) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
3. According to the audit report, the net profit of the issuer in the last two years (within the scope of the consolidated statements, based on the lower one before and after deducting non recurring profits and losses) is positive, and the cumulative net profit is not less than 50 million yuan, which is in line with the provisions of article 2.1.1, paragraph 1 (IV) and article 2.1.2 of the GEM Listing Rules. In conclusion, lawyer Xinda believes that the issuer’s issuance and listing meets the substantive conditions of issuance and listing stipulated in the company law, the securities law, the measures for the administration of gem, the rules for listing on GEM and other laws, regulations and normative documents.
3、 Business of the issuer
According to the audit report and the confirmation of the issuer, during the reporting period, the issuer was mainly engaged in the R & D, production and sales of electronic circuit copper foil and its downstream aluminum-based copper clad laminate and PCB. The main business income in 2019, 2020 and 2021 was 752183300 yuan, 836370700 yuan and 1270207300 yuan respectively, accounting for 99.49%, 99.75% and 99.93% of the current operating income respectively. The issuer’s main business was outstanding.
4、 Related party transactions and horizontal competition
(I) related parties
According to the relevant provisions of laws, regulations and normative documents such as the company law, accounting standards for Business Enterprises No. 36 – disclosure of related parties, Compilation Rules No. 12 and GEM Listing Rules, and confirmed by the issuer, the issuer’s main related parties are as follows:
1. Controlling shareholders, actual controllers and other enterprises under their control
No. main relationship of related parties
1 Zhang jianmeng
