Beijing Hairun Tianrui law firm
Legal opinion on the initial public offering of shares and listing on the gem of Shenzhen Stock Exchange of Shanghai Guanlong valve energy saving equipment Co., Ltd
Beijing Hairun Tianrui law firm
About Shanghai Guanlong valve energy saving equipment Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
To: Shanghai Guanlong valve energy saving equipment Co., Ltd
According to the legal service agreement signed between Shanghai Guanlong valve energy saving equipment Co., Ltd. (hereinafter referred to as “the issuer”, “Guanlong energy saving” or “the company”) and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for the issuer’s public offering and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the offering and listing”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities 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 registration”) This legal opinion is issued on the issuance and listing of Guanlong energy conservation in accordance with the relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “GEM Listing Rules”), as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange.
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions.
In order to issue this legal opinion, our lawyers investigated the subject qualification of Guanlong energy conservation for this offering and listing and the conditions it meets, and consulted the documents that our lawyers believe are necessary for issuing this legal opinion, including but not limited to relevant records, materials and certificates related to subject qualification, authorization and approval, substantive conditions of this listing, as well as relevant laws, regulations and normative documents, The board members and senior managers of Guanlong energy conservation were inquired about relevant matters and necessary discussions were held.
In the course of the above investigation, our lawyers obtained the following guarantee from Guanlong energy conservation: Guanlong energy conservation has provided the original written materials, copies or oral testimony that our lawyers believe is necessary to issue legal opinions. After verification by our lawyers, the relevant copies or copies are consistent with the original.
Our lawyers express legal opinions based on the facts that have occurred or existed before the issuance date of this legal opinion and the laws, regulations and normative legal documents officially promulgated and implemented by the state, and based on their understanding of relevant facts and laws.
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 relevant government departments, Guanlong energy conservation or other relevant institutions. This legal opinion is only for the purpose of this issuance and listing of Guanlong energy conservation, and shall not be used for any other purpose. The exchange agrees to submit this legal opinion as a necessary legal document for the issuance and listing of Guanlong energy conservation together with other materials to Shenzhen Stock Exchange, and bear the responsibility for the legal opinion issued in accordance with the law. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby express the following legal opinions:
1、 Approval and authorization of the issuer for this issuance and listing
(I) the issuer has held the first extraordinary general meeting of shareholders in 2021 on May 30, 2021, deliberated and approved the issuance and listing of Guanlong energy conservation, authorized the board of directors of the company to handle the issuance and listing, and made resolutions of the general meeting of shareholders at the same time. The contents of the above-mentioned resolutions are legal and valid. The board of directors of the company has obtained appropriate authorization from the general meeting of shareholders of the company to handle the specific matters of this issuance and listing, and the relevant authorization scope and procedures are legal and effective.
(II) on December 17, 2021, the GEM Listing Committee of Shenzhen stock exchange held the 72nd review meeting in 2021 and approved that the issuer meets the issuance conditions, listing conditions and information disclosure requirements. (III) on February 22, 2022, the CSRC issued the reply on Approving the registration of Shanghai Guanlong valve energy saving equipment Co., Ltd. in its initial public offering (zjxk [2022] No. 376), agreeing to the company’s registration application for this issuance and listing.
(IV) on April 7, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Shanghai Guanlong valve energy saving equipment Co., Ltd. on the gem (SZS [2022] No. 343), agreeing to the listing of RMB common shares issued by the company on the gem. The securities are referred to as “Guanlong energy saving” for short and the securities code is “301151”.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the internal approval and authorization of the issuer, obtained the consent registration of China Securities Regulatory Commission and obtained the listing consent of Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this issuance and listing
(I) the issuer is a joint stock limited company established according to law.
The issuer now holds the business license with the unified social credit code of 9131 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 7206531e issued by Shanghai market supervision and Administration Bureau. Its domicile is 815 Deyuan Road, Nanxiang Town, Jiading District, Shanghai. Its legal representative is Li Zhenghong. It is a joint stock limited company (invested by Hong Kong, Macao and Taiwan, unlisted), and its registered capital is 12567429 million yuan, The business scope is “general items”: production, processing proportion, low-power pneumatic control valve and other control valves of servo hydraulic technology, electronic water meter, tap water meter intelligent meter reading monitoring system, flowmeter, fire-fighting equipment and other related products, as well as the processing of various mechanical castings, the manufacturing of mechanical and electrical equipment, the sales of the company’s self-produced products, as well as the wholesale, import and export business and commission agency of similar commodities of the above products (except auction) and related supporting businesses (not involving state-owned trade management commodities; if involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state). (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) “
(II) after checking the industrial and commercial registration data, capital verification report, articles of association and other documents of the issuer, the lawyer of the firm confirmed that the issuer is a legally established and legally existing joint stock limited company, and there are no circumstances requiring termination specified in laws, regulations, normative documents and articles of association.
After verification, the lawyers of the firm believe that the issuer is a joint stock limited company legally established and validly existing, and has the subject qualification of this issuance and listing.
3、 The issuer’s substantive conditions for this issuance and listing
(I) according to the reply on Approving the registration of initial public offering of Shanghai Guanlong valve energy saving equipment Co., Ltd. (zjxk [2022] No. 376) issued by the CSRC, the CSRC agrees to the issuer’s application for registration of initial public offering of shares, which complies with the provisions of Article 47 of the securities law and item (I) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(II) according to the materials provided by the issuer and the certificates issued by relevant government authorities, Dahua Certified Public Accountants (special general partnership) issued dahuashen Zi [2021] 0015546 audit report and dahuahe Zi [2022] 000106 review report, and verified by the lawyers of the firm, the issuer has a sound and well functioning organization; Have the ability of continuous operation; The financial and accounting reports of the last three years have been issued with unqualified audit reports; The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years; Other conditions stipulated by the securities regulatory authority of the State Council approved by the State Council meet 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.
(III) the total capital stock of the issuer before the IPO is 12567429 yuan. According to the capital verification report Dahua Yan Zi [2022] No. 000163 issued by Dahua Certified Public Accountants (special general partnership), as of April 1, 2022, the issuer has issued 42 million shares and raised 129444 million yuan in total. After deducting the issuance expenses, the net capital raised is 11969987 million yuan, including 42 million yuan of new capital stock, The newly increased capital reserve is 1154998700 yuan. The total share capital of the issuer after the completion of this public offering is 167674290 yuan, and the total share capital 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.
(IV) according to the announcement of Shanghai Guanlong valve energy saving equipment Co., Ltd. on initial public offering and listing on the gem and other relevant documents, the issuer issued 42 million shares to the public this time. After the completion of this offering, the total number of shares of the issuer was 167674290, and the shares of this public offering reached more than 25% of the total number of shares of the issuer after the completion of this offering and listing, Comply with the provisions of item (III) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
(V) according to dahuashen Zi [2021] 0015546 audit report and dahuahe Zi [2022] 000106 review report issued by Dahua Certified Public Accountants (special general partnership), the net profit of the issuer in the last two years is positive, and the accumulated net profit is not less than 50 million yuan. The net profit is subject to the lower one before and after deducting non recurring profits and losses, Comply with the provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph 1 of article 2.1.2 of the GEM Listing Rules.
(VI) according to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the issuer and its directors, supervisors and senior managers guarantee that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
(VII) the issuer has disclosed the listing announcement, articles of association and other documents on the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the CSRC within five trading days before the listing of shares, which complies with the provisions of article 2.1.9 of the GEM Listing Rules.
(VIII) before this offering, the issuer’s shareholders, directors, supervisors and senior managers have locked and restricted the transfer of the issuer’s shares in accordance with relevant regulations, which is in line with Article 141 of the company law and articles 2.3.3 and 2.3.4 of the GEM Listing Rules.
(IX) the controlling shareholders, actual controllers, directors, supervisors and senior managers of the issuer have respectively signed the statement and commitment of controlling shareholders and actual controllers and the statement and commitment of directors (supervisors and senior managers) in accordance with the relevant provisions of Shenzhen Stock Exchange. The above statement and commitment have been witnessed by our lawyers and reported to Shenzhen Stock Exchange and the board of directors of the issuer for the record, Comply with the provisions of articles 4.3.1 and 4.2.1 of the GEM Listing Rules.
To sum up, our lawyers believe that the issuance and listing of the issuer meets the provisions of the company law, securities law, GEM Listing Rules and other laws, regulations and normative documents, and meets the substantive conditions for the issuance and listing.
4、 The sponsor institution and sponsor representative of this offering and listing
(I) the issuance and listing of the issuer is sponsored by Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Changjiang Securities Company Limited(000783) “). Changjiang Securities Company Limited(000783) is a securities operating institution registered with the CSRC and listed in the list of recommendation institutions, and has the membership of Shenzhen Stock Exchange, which meets the provisions of article 3.1.1 of the GEM Listing Rules.
(II) Changjiang Securities Company Limited(000783) appoint Su Haiqing and he Junguang as the sponsor representatives to be responsible for the sponsor of the issuer, which is in line with Article 3.1.3 of the GEM Listing Rules.
5、 Concluding observations
To sum up, our lawyers believe that the issuer is a joint stock limited company legally established and existing, and has the subject qualification to apply for this issuance and listing on the gem; The approval and authorization of the issuer for this issuance and listing are legal and effective; This issuance and listing of the issuer meets all the substantive conditions stipulated in the company law, securities law, GEM Listing Rules, etc; The issuer has hired a recommendation institution with recommendation qualification for recommendation; The issuer has obtained the approval of Shenzhen stock exchange for this issuance and listing.
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Hairun Tianrui law firm on the initial public offering of shares of Shanghai Guanlong valve energy saving equipment Co., Ltd. and its listing on the gem of Shenzhen Stock Exchange)
Beijing Hairun Tianrui law firm (seal) handling lawyer (signature):
Person in charge (signature): Wu Tuanjie:
Yan kebing: Li Dongmei:
specific date
