Beijing Hairun Tianrui law firm
About yongtaiyun Chemical Logistics Co., Ltd
Supplementary legal opinion on initial public offering and listing (I)
[2021] Hai Zi No. 31-1
Beijing, China
17 / F, broadcasting building, No.14, Jianguomenwai street, Chaoyang District postcode: 100022 Tel: (010) 65219696 Fax: (010) 88381869
catalogue
1、 Approval and authorization of this offering and listing 3 II. The issuer’s subject qualification for this issuance and listing 3. Substantive conditions for this offering and listing 4. Establishment of the issuer 4 v. independence of the issuer 4 VI. promoter or shareholder (actual controller) 4 VII. The share capital of the issuer and its evolution 5 VIII. Business of the issuer 5 IX. related party transactions and horizontal competition 6 X. main property of the issuer 7 Xi. Major creditor’s rights and debts of the issuer 9 XII. Major asset changes and mergers and acquisitions of the issuer 14 XIII. Formulation and amendment of the issuer’s articles of Association 14. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 15. Directors, supervisors and senior managers of the issuer and their changes 15 XVI. Tax of the issuer 15 XVII. Environmental protection, product quality, technology and other standards of the issuer 17 XVIII. Application of funds raised by the issuer 18 XIX. Business development objectives of the issuer 18 20. Litigation, arbitration or administrative punishment 18 21. Evaluation of the legal risk of the issuer’s prospectus 18. Concluding comments nineteen
Beijing Hairun Tianrui law firm
About yongtaiyun Chemical Logistics Co., Ltd
Initial public offering and listing
Supplementary legal opinion (I)
[2021] Haizi No. 31-1 to: yongtaiyun Chemical Logistics Co., Ltd
Entrusted by the issuer, the exchange acted as the special legal adviser for the issuer’s initial public offering and listing (hereinafter referred to as “this offering and listing”), and issued the legal opinion of Beijing Hairun Tianrui law firm on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as “legal opinion”) on June 17, 2021 Lawyer work report of Beijing Hairun Tianrui law firm on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as “lawyer work report”).
Whereas, from the date of issuance of the legal opinion and the lawyer’s work report to the date of issuance of this supplementary legal opinion, the relevant situation of the issuer has changed, and Tianjian audited the financial statements of the issuer from January to June 2021, and issued the audit report (tianjianshen [2021] No. 9778, hereinafter referred to as the “audit report”) on September 15, 2021 The assurance report on the internal control of yongtaiyun Chemical Logistics Co., Ltd. (TJs [2021] No. 9779), the assurance report on the non recurring profit and loss of yongtaiyun Chemical Logistics Co., Ltd. in the last three years and the first period (TJs [2021] No. 9781, hereinafter referred to as the “non recurring profit and loss assurance report”) According to the requirements of the issuer and on the basis of the facts on which the legal opinion and the lawyer’s work report are based, our lawyer conducted supplementary verification on the relevant facts and issued this supplementary legal opinion, Revise, supplement or further explain the relevant contents of the legal opinion and lawyer work report issued by our lawyers.
In order to issue this supplementary legal opinion, our lawyer hereby makes the following statement:
1. The lawyers of the firm shall express their legal opinions in accordance with the provisions of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance issued by the CSRC and the facts that have occurred or existed before the date of issuance of this supplementary legal opinion, as well as the current national laws, regulations, normative documents and relevant provisions of the CSRC.
2. The lawyers of the firm promise that they 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 the application for this issuance and listing, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion.
3. Our lawyers agree to take this supplementary legal opinion as the necessary legal document for the issuer’s application for this issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities.
4. Our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus or in accordance with the examination requirements of the CSRC. However, when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation of the above contents. Our lawyers have the right to review and confirm the relevant contents of the prospectus of the issuer for this offering and listing.
5. In the course of work, our lawyers have obtained the guarantee of the issuer: that is, the issuer has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of this supplementary legal opinion, and the documents and materials provided are true, accurate, complete and effective, without concealment, falsehood and major omissions.
6. For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units as the basis for making this supplementary legal opinion.
7. Our lawyers only express opinions on legal issues related to the issuer’s issuance and listing, and do not express opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in relevant accounting reports, audit reports and asset evaluation reports in this supplementary legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not properly qualified to verify and evaluate such data.
8. This supplementary legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
Our lawyers have fully verified and verified the documents and relevant facts provided by the issuer in accordance with the requirements of Article 19 of the securities law, and hereby express the following legal opinions:
1、 Approval and authorization of this issuance and listing
After verification by lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the approval and authorization obtained by the issuer for this issuance and listing are still within the period of validity, legal and effective. The issuer’s current issuance and listing still needs to be approved by the CSRC and the Shenzhen stock exchange according to law.
2、 The issuer’s subject qualification for this issuance and listing
According to the business license and other materials provided by the issuer and verified by the lawyers of the exchange, the issuer is a joint stock limited company established according to law and has continued to operate for more than three years, and there is no need to terminate its operation in accordance with the company law, other laws, regulations and the articles of association. The issuer has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law. As of the date of issuance of this supplementary legal opinion, the issuer still has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
According to the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, and through the supplementary verification of the issuer’s substantive conditions for this issuance and listing by our lawyers, as of the date of issuance of this supplementary legal opinion, the issuer still meets the substantive conditions for issuance and listing stipulated in the company law, the securities law, the administrative measures and other laws, regulations and normative documents.
4、 Establishment of the issuer
After verification, the lawyers of the firm believe that the procedures, qualifications, conditions and methods of the establishment of the issuer are in line with the provisions of the applicable laws, regulations and normative documents at that time. The contents of the relevant agreements signed during the establishment of the issuer comply with the provisions of the company law and other laws, regulations and normative documents, and will not lead to potential disputes over the establishment of the issuer. In the process of establishment, the issuer has performed necessary procedures such as audit, evaluation and capital verification, which are in line with the provisions of laws, regulations and normative documents at that time. The procedures and matters discussed at the founding meeting of the issuer comply with the provisions of laws, regulations and normative documents.
5、 Independence of the issuer
According to the relevant materials provided by the issuer and verified by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the independence of the issuer has not changed substantially. The issuer has complete assets, independent business and personnel, independent finance and independent institutions, and has the ability to directly face the market and operate independently and continuously.
6、 Promoter or shareholder (actual controller)
According to the verification of our lawyers, as of the date of issuance of this supplementary legal opinion, the shareholding structure of Zhejiang Longsheng Group Co.Ltd(600352) of the issuer has changed. According to the semi annual report of Zhejiang Longsheng Group Co.Ltd(600352) 2021, Ruan Shuilong and Ruan Weixiang are the actual controllers of Zhejiang Longsheng Group Co.Ltd(600352) and the shareholding structure of Zhejiang Longsheng Group Co.Ltd(600352) as of June 30, 2021 is as follows:
No. shareholder name / name number of shares held (10000 shares) shareholding ratio (%)
1 Ruan Shuilong 3896540 11.98
2 Ruan Weixiang 3463215 10.65
3 Hong Kong Central Clearing Company Limited 799516 2.46
Employee stock ownership plan in 2020
5 Guotai Junan Securities Co.Ltd(601211) jundexin’s two-year hybrid collective asset management plan 500000 1.54
6 pan Xiaocheng 427152 1.31
No. shareholder name / name number of shares held (10000 shares) shareholding ratio (%)
7 basic endowment insurance fund 103 portfolio 386818 1.19
8 Zhejiang Longsheng Group Co.Ltd(600352) -2021 employee stock ownership plan 358327 1.10
9 Ruan Xingxiang 342382 1.05
10 Zhang Shiju 328478 1.01
11 other public shares 21330890 65.57
Total 32533319 100.00
According to the relevant materials provided by the issuer and verified by the lawyers of the exchange, except for the change of Zhejiang Longsheng Group Co.Ltd(600352) equity structure, there has been no other change in the sponsors, shareholders and actual controllers of the issuer from the date of issuance of the legal opinion and the lawyer’s work report to the date of issuance of this supplementary legal opinion.
Our lawyers believe that as of the date of issuance of this supplementary legal opinion, the issuer’s natural person promoters or shareholders have full capacity for civil rights and full capacity for civil conduct, the issuer’s non natural person promoters or shareholders are legally established and legally and effectively existing limited partnership enterprises or companies, and the issuer’s promoters or shareholders have legal The main qualification of serving as the initiator and making capital contributions to the issuer as stipulated in administrative regulations and normative documents. The sponsor’s act of initiating the establishment of the issuer is legal, compliant and effective. The actual controller of the issuer has not changed. 7、 The share capital of the issuer and its evolution
According to the relevant materials provided by the issuer and verified by the lawyers of the exchange, the total share capital and equity structure of the issuer have not changed from the date of issuance of the legal opinion and lawyer work report to the date of issuance of this supplementary legal opinion. As of the date of issuance of this supplementary legal opinion, the shares of the issuer held by the shareholders of the issuer are actually held by them, and there is no situation of holding shares on behalf of them. The shares of the issuer held by the shareholders of the issuer are not pledged or frozen by the judicial authorities, resulting in restrictions on the exercise of shareholders’ rights.
8、 Business of the issuer
(I) according to the relevant materials provided by the issuer and verified by the lawyers of the exchange, the business scope and business qualification of the issuer and its subsidiaries have not changed from the date of issuance of the legal opinion and lawyer work report to the date of issuance of this supplementary legal opinion, and the issuer and its subsidiaries have obtained the administrative license, filing and registration necessary for their production and operation.
(II) as of this supplementary law
