Beijing Hairun Tianrui law firm
About yongtaiyun Chemical Logistics Co., Ltd
Initial public offering and listing
Legal opinion
[2021] Hai Zi No. 31
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
1、 Approval and authorization of this offering and listing 6 II. The issuer's subject qualification for this issuance and listing 7 III. substantive conditions for this offering and listing 4. Establishment of the issuer 11 v. independence of the issuer 11 VI. promoters or shareholders (actual controllers) 13 VII. The share capital of the issuer and its evolution 15 VIII. Business of the issuer 15 IX. related party transactions and horizontal competition 16 X. main property of the issuer 17 Xi. Major creditor's rights and debts of the issuer 18 XII. Major asset changes and mergers and acquisitions of the issuer 19 XIII. Formulation and amendment of the issuer's articles of Association 19 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 20 XV. Directors, supervisors and senior managers of the issuer and their changes 21 XVI. Tax of the issuer 22 XVII. Environmental protection, product quality, technology and other standards of the issuer 22 XVIII. Application of funds raised by the issuer 23 XIX. Business development objectives of the issuer 23 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of the legal risk of the issuer's prospectus 24. Concluding comments twenty-four
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings: company, issuer and Yongtai Chemical Logistics Co., Ltd
Thai Yun
Yongtai Logistics Co., Ltd. refers to Zhejiang Yongtai Logistics Co., Ltd. (the predecessor of Yongtai transportation)
Yongtai storage and transportation refers to Zhejiang Yongtai storage and Transportation Co., Ltd. (former name of Yongtai Co., Ltd.)
Yongtai international refers to Zhejiang Yongtai International Freight Forwarding Co., Ltd. (former name of Yongtai Co., Ltd.)
Shangyu Yongtai refers to Shangyu Yongtai freight forwarding Co., Ltd. (the former shareholder of Yongtai Co., Ltd.)
Shangyu international refers to Shangyu Yongtai International Freight Forwarding Co., Ltd. (formerly Shangyu Yongtai)
Longbai group refers to Zhejiang Longbai group company (the former shareholder of Yongtai Co., Ltd.)
Longbai Co., Ltd. refers to Zhejiang Longbai Group Co., Ltd. (restructured and established by Longbai group)
Yongtai qintang refers to Ningbo Yongtai qintang investment partnership (limited partnership) (employee shareholding platform of Yongtai transportation, initiator and shareholder of Yongtai transportation)
Ningbo Zhonghui refers to Zhonghui xiangtian venture capital partnership (limited partnership) in Ningbo Meishan free trade port area (initiator and shareholder of Yongtai transportation)
Shangyu qiantai refers to Shaoxing Shangyu qiantai equity investment partnership (limited partnership) (initiator and shareholder of Yongtai)
Shangyu Jinghua refers to Shaoxing Shangyu Jinghua equity investment partnership (limited partnership) (initiator and shareholder of Yongtai transportation)
Hangzhou CAITONG refers to Hangzhou CAITONG Youchuang venture capital partnership (limited partnership) (initiator and shareholder of Yongtai transportation)
Deqing jinyecai refers to Deqing jinyecai equity investment fund management partnership (limited partnership) (initiator and shareholder of Yongtai transportation)
Zhuji Wenchen refers to Zhuji Wenchen equity investment partnership (limited partnership) (shareholder of yongtaiyun)
Shangyu qianbang refers to Shaoxing Shangyu qianbang equity investment partnership (limited partnership) (shareholder of yongtaiyun)
Runtujinheng refers to runtujinheng (Jiaxing) investment partnership (limited partnership) (shareholder of yongtaiyun)
Zhejiang Longsheng Group Co.Ltd(600352) refers to Zhejiang Longsheng Group Co.Ltd(600352) (shareholder of yongtaiyun)
Yun chemical refers to Ningbo Yongtai Yun Chemical Information Technology Co., Ltd. (formerly a wholly-owned subsidiary)
Yongtai Aili refers to Qingdao Yongtai Aili International Logistics Co., Ltd. (a wholly-owned subsidiary)
Yongtai Tianji refers to Shanghai Yongtai Tianji Logistics Technology Co., Ltd. (a wholly-owned subsidiary)
Hong Kong Yongtai chemical logistics Co.Ltd (wholly owned subsidiary)
Jiaxing Haitai refers to Jiaxing Haitai chemical logistics Comprehensive Service Co., Ltd. (holding subsidiary)
Yonggang logistics refers to Ningbo Yonggang Logistics Co., Ltd. (a wholly-owned subsidiary)
Yonggang oil refers to Ningbo Beilun Yonggang Oil Co., Ltd. (former name of Yonggang logistics)
Yonggang Haian refers to Ningbo Yonggang Haian Logistics Co., Ltd. (a wholly-owned subsidiary of Yonggang logistics)
Shunfeng building materials refers to Ningbo Shunfeng building materials Co., Ltd. (formerly a wholly-owned subsidiary of Yonggang logistics)
Kaimik refers to Ningbo kaimik Logistics Co., Ltd. (a wholly-owned subsidiary)
Sida storage and transportation refers to Sida storage and transportation (Shanghai) Development Co., Ltd. (a wholly-owned subsidiary)
Baishi Wanbang refers to Qingdao Baishi Wanbang International Logistics Co., Ltd. (holding subsidiary)
General tank containers Co. Ltd (Hong Kong Yongtai holding subsidiary)
Shanghai cantong refers to cantong international logistics (Shanghai) Co., Ltd. (a wholly-owned subsidiary of general container tank)
Tianjin Yongtai Chemical Co., Ltd
Ningbo branch refers to Ningbo Branch of yongtaiyun Chemical Logistics Co., Ltd
Shangyu branch refers to the Shangyu branch of yongtaiyun Chemical Logistics Co., Ltd
Jiaxing CIMC refers to Jiaxing CIMC Borg tank Service Co., Ltd. (Jiaxing Haitai ginseng Co., Ltd.)
Jiaxing Yijin refers to Jiaxing Yijin Container Service Co., Ltd. (formerly Jiaxing Haitai holding subsidiary)
The third meeting refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
This issuance and listing refers to the issuer's initial public offering of shares (A shares) in China and listing on the main board of Shenzhen Stock Exchange
The articles of association refers to the articles of association of yongtaiyun Chemical Logistics Co., Ltd
The articles of Association (draft refers to the articles of Association (Draft) of yongtaiyun Chemical Logistics Co., Ltd. and the issuer's current issuance) shall apply after listing
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for initial public offering and listing (revised in 2020)
"Prospectus" refers to the prospectus for the initial public offering of shares of yongtaiyun Chemical Logistics Co., Ltd. (application draft)
Audit report refers to the audit report of yongtaiyun Chemical Logistics Co., Ltd. (TJs [2021] No. 518) issued by Tianjian for this issuance and listing
Internal control assurance refers to the assurance report on internal control of yongtaiyun Chemical Logistics Co., Ltd. issued by Tianjian for this issuance and listing (tianjianshen [2021] No. 519)
Tax verification refers to the verification report on the tax payment of major taxes in the latest report of yongtaiyun Chemical Logistics Co., Ltd. in recent three years issued by Tianjian for this issuance and listing (tianjianshen [2021] No. 522)
"Non recurring profit and loss" refers to the assurance report on non recurring profit and loss of yongtaiyun Chemical Logistics Co., Ltd. in recent three years issued by Tianjian for this issuance and listing (tianjianshen [2021] No. 521)
The legal opinion issued by Beijing Hairun Tianrui law firm for the issuer's issuance and listing refers to the legal opinion on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. ([2021] Hai Zi No. 31)
The lawyer's work report of Beijing Hairun Tianrui law firm issued by the exchange for the issuer's issuance and listing refers to the lawyer's work report on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. ([2021] Hai Zi No. 32)
China means the people's Republic of China (excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region of the people's Republic of China for the purpose of issuing this lawyer's work report)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Anxin securities refers to Anxin Securities Co., Ltd
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Kunyuan refers to Kunyuan Asset Appraisal Co., Ltd
The reporting period and recent three years refer to 2018, 2019 and 2020
Beijing Hairun Tianrui law firm
The lawyer of this exchange refers to the handling lawyer appointed by this exchange for this issuance and listing
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Hairun Tianrui law firm
About yongtaiyun Chemical Logistics Co., Ltd
Initial public offering and listing
Legal opinion
[2021] Haizi No. 31 to: yongtaiyun Chemical Logistics Co., Ltd
According to the special legal counsel agreement signed between yongtaiyun Chemical Logistics Co., Ltd. and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal counsel for the issuer's initial public offering and listing (hereinafter referred to as "this offering and listing").
In accordance with the provisions of relevant laws, regulations, rules and normative documents such as the company law, the securities law, the administrative measures issued by the CSRC, the administrative measures for law firms engaging in securities legal business, 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, as well as the special legal counsel agreement signed between the exchange and the issuer, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we express legal opinions and issue this legal opinion.
In order to issue this 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, the facts that have occurred or existed before the date of issuance of this 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 legal opinion and lawyer's work report.
3. Our lawyers agree to take this legal opinion and lawyer's work report as the necessary legal documents for the issuer's application for this issuance and listing, and report them 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 legal opinion and lawyer's work report in the prospectus or in accordance with the review requirements of the CSRC, but 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 issuance 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 legal opinion and lawyer's work report, and the documents and materials provided are true, accurate, complete and effective, without concealment, falsehood and major omissions.
6. For the fact that this legal opinion and the lawyer's work report are 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 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. In this legal opinion and lawyer's work report, some data and conclusions in relevant accounting reports, audit reports and asset evaluation reports are summarized
