Guohao law firm (Changsha)
About
Hunan Junxin environmental protection Co., Ltd. made an initial public offering and was listed on the gem of Shenzhen Stock Exchange
of
Legal opinion
Guohao law firm (Changsha)
GRANDALL LAW FIRM (CHANGSHA)
17 / F, building B3, Poly International Plaza, Xiangjiang Middle Road, Changsha, China zip code: 410000
17 / F, building B3, Poly International Plaza, middle Xiangjiang Road, changsha410000, China Tel: + 86 73188681999 Fax: + 86 73188681999
Website: http://www.grandall.com.cn.
March 2022
Guohao law firm (Changsha)
About Hunan Junxin environmental protection Co., Ltd
Legal opinion on initial public offering and listing on the gem of Shenzhen Stock Exchange
To: Hunan Junxin environmental protection Co., Ltd
According to the special legal service agreement signed between Hunan Junxin environmental protection Co., Ltd. (hereinafter referred to as “the issuer”) and the exchange, Guohao law firm (Changsha) acts as the special legal adviser for the issuer’s application for initial public offering and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this listing”), participates in relevant work and issues this legal opinion.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of initial public offering and listing (revised in 2020), the measures for the administration of the registration of initial public offering on the gem (for Trial Implementation), the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the “Listing Rules”) and other relevant laws This legal opinion is issued in accordance with the relevant regulations issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
catalogue
Section 1 matters stated by lawyers 3 Section II text five
1、 Approval and authorization of this listing five
2、 The subject qualification of this listing five
3、 The substantive conditions of this listing 6 IV. commitments of relevant shareholders on share locking and commitments of directors, supervisors and senior managers seven
5、 The sponsor and sponsor representative of this listing seven
6、 Concluding observations eight
Section 1 matters declared by lawyers
The lawyer of the firm gives legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and Shenzhen Stock Exchange, and declares as follows:
(I) the firm and its lawyers express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for trial Implementation) and other current Chinese laws, administrative regulations and relevant provisions of the CSRC.
(II) our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, reviewed the relevant documents and materials that our lawyers believe are necessary for issuing this legal opinion, and fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and this listing application, so as to ensure that the facts identified in the legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, There are no false records, misleading statements and major omissions, and bear corresponding legal liabilities.
(III) our lawyers only express legal opinions on the relevant legal issues involved in the issuer’s listing application, and do not express opinions on professional matters such as accounting audit, asset evaluation and investment decision-making. The reference to some data and conclusions in the issuer’s relevant statements, data, audit and asset evaluation reports in the legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity of these data and conclusions.
(IV) the issuer guarantees that it has provided all relevant factual materials necessary for the issuance of this legal opinion to the lawyers of the exchange, and that the relevant written materials and written testimony are true and effective without any major omission and misleading statement, and the copies provided are consistent with the original.
(V) for the fact that this 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 or persons to issue this legal opinion.
(VI) our lawyers agree to take this legal opinion as a necessary legal document for the issuer’s listing, report it together with other materials, and are willing to bear corresponding legal liabilities.
(VII) this legal opinion is only used by the issuer for the purpose of this listing and shall not be used for any other purpose.
In accordance with the relevant provisions of the securities law, our lawyers have verified and verified the documents and relevant facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued the following legal opinions on the listing of the issuer:
Section II main body
1、 Approval and authorization of this listing
(I) approval and authorization of the general meeting of shareholders of the issuer
On October 12, 2020, the issuer held the sixth extraordinary general meeting of shareholders in 2020, which deliberated and adopted the resolution on the issuance and listing, and authorized the board of directors of the issuer to handle matters related to the issuance and listing.
The resolution on the issuance and listing adopted by the above-mentioned general meeting of shareholders of the issuer complies with the provisions of relevant laws, regulations and normative documents, and is legal and effective.
(II) examination and approval of Shenzhen Stock Exchange GEM Listing Committee
On October 22, 2021, the 63rd review meeting of 2021 held by the GEM Listing Committee of Shenzhen Stock Exchange considered that the issuer met the issuance conditions, listing conditions and information disclosure requirements.
(III) registration reply of CSRC
On January 28, 2022, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares of Hunan Junxin environmental protection Co., Ltd. (zjxk [2022] No. 254), approving the issuer’s application for registration of initial public offering of shares; The reply shall be valid for 12 months from the date of consent to registration.
(IV) the issuer needs to obtain the approval of Shenzhen stock exchange for this stock listing
The exchange believes that the issuer has obtained the internal approval and authorization of the issuer for this stock listing, and the issuance of shares has obtained the examination and approval of Shenzhen Stock Exchange and registered with China Securities Regulatory Commission. Such approval, authorization and consent are within the validity period. The issuer needs to obtain the examination and approval of Shenzhen stock exchange for this stock listing and sign the listing agreement.
2、 Subject qualification of this listing
(I) the issuer is a joint stock limited company established by a limited company in accordance with the overall change of the audited book net assets into shares as of October 31, 2016. The procedures, qualifications, conditions and methods of establishment of the issuer comply with the provisions of laws, regulations and normative documents at that time.
(II) according to the current valid business license and articles of association of the issuer, the issuer is a joint stock limited company existing according to law and continuously operating for more than three years, and there is no situation that should be terminated as stipulated in the company law and the articles of association of the issuer.
To sum up, the exchange believes that the issuer is a joint stock limited company established according to law, validly existing according to law and continuously operating for more than three years. There is no need to terminate according to laws and regulations and the current effective articles of association, so it has the subject qualification of this listing.
3、 Substantive conditions of this listing
(I) after verification by the lawyers of the exchange, according to the announcement on the results of the 63rd review meeting of the Municipal Committee of gem in 2021 issued by the Shenzhen Stock Exchange and the reply on Approving the registration of initial public offering of shares of Hunan Junxin environmental protection Co., Ltd. (zjxk [2022] No. 254) issued by the CSRC, and after verification by the lawyers of the exchange, as of the date of issuance of this legal opinion, This listing of the issuer complies with the gem issuance conditions stipulated by the CSRC, has been approved by the CSRC for registration, and complies with the provisions of Article 12 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the listing rules.
(II) after verification by the lawyers of the exchange, the total share capital of the issuer before the issuance is 205 million yuan. According to the announcement on the results of initial public offering and listing on the gem of Hunan Junxin environmental protection Co., Ltd., after the issuance, the total share capital of the issuer shall not be less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the listing rules.
(III) upon verification by the lawyers of the exchange, the total number of shares of the issuer before the issuance was 205 million. According to the announcement on the results of initial public offering and listing on the gem of Hunan Junxin environmental protection Co., Ltd., the number of shares of the issuer was 68.34 million, accounting for 25.00% of the total share capital of the company after the issuance, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the listing rules.
(IV) according to the audit report issued by Tianzhi international, the net profit of the issuer in the last two years is positive and the cumulative net profit is not less than RMB 50 million, which is in line with the provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph (I) of article 2.1.2 of the listing rules.
(V) after verification by the lawyers of the exchange, the issuer has submitted the application documents on this listing to the Shenzhen Stock Exchange, which complies with the provisions of article 2.1.6 of the listing rules.
(VI) after verification by lawyers of the exchange, the issuer and its directors, supervisors and senior managers have promised that the contents of the listing application documents are true, accurate and complete, without false records, misleading statements or major omissions, and comply with the provisions of article 2.1.7 of the listing rules.
(VII) after verification by the lawyers of the exchange, the issuer has prepared the listing announcement, articles of association and other documents in accordance with relevant regulations, which is in line with article 2.1.9 of the listing rules.
In conclusion, the exchange believes that the issuer’s listing meets the requirements of the Listing Rules for joint stock limited companies to apply for listing on the gem of Shenzhen Stock Exchange.
4、 Commitments of relevant shareholders on share locking and commitments of directors, supervisors and senior managers
(I) after verification by the lawyers of the exchange, the actual controllers, shareholders, directors, supervisors and senior managers of the issuer have made shareholding lock-in commitments in accordance with the relevant requirements of the listing rules according to their respective conditions, and the relevant commitments comply with the provisions of articles 2.3.3 and 2.3.4 of the listing rules.
(II) after verification by the lawyers of the exchange, the controlling shareholder, actual controller, directors, supervisors and senior managers of the issuer have signed the statement and commitment of controlling shareholder and actual controller and the statement and commitment of directors (supervisors and senior managers) respectively in accordance with the relevant provisions of the Shenzhen Stock exchange. The aforesaid commitment has been witnessed by the lawyers of the exchange and submitted to the Shenzhen Stock Exchange and the board of directors for filing, Comply with the provisions of articles 4.2.1 and 4.3.1 of the listing rules.
(III) after verification by the lawyers of the exchange, the issuer and its directors, supervisors and senior managers have promised that the contents of the listing application documents are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with the provisions of article 2.1.7 of the listing rules.
5、 Sponsor institutions and sponsor representatives of this listing
(I) the issuer’s listing is sponsored by Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) Citic Securities Company Limited(600030) is a securities operating institution registered by the CSRC and listed in the list of recommendation institutions, and has the membership of Shenzhen Stock Exchange, which meets the provisions of Article 10 of the securities law and article 3.1.1 of the listing rules.
(II) Citic Securities Company Limited(600030) appoint Yang Weiwei and Yao Weihua as the sponsor representatives to be responsible for the sponsor of the issuer’s IPO. The above two recommendation representatives are natural persons registered by the CSRC and included in the list of recommendation representatives, which comply with the provisions of article 3.1.3 of the listing rules.
In conclusion, the exchange believes that the sponsor and sponsor representative of the issuer’s shares listed on the gem comply with the relevant provisions of laws, regulations and normative documents such as the GEM Listing Rules.
6、 Concluding observations
To sum up, the exchange believes that the issuer’s listing has been approved and authorized by the internal authority, reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission. The issuer has the subject qualification of the listing, and the issuer’s listing meets the substantive conditions specified in the company law, securities law, listing rules and other laws, regulations and normative documents, The issuer has hired a recommendation agency with recommendation qualification, and the recommendation agency shall appoint a recommendation representative to be specifically responsible for the recommendation work. The issuer’s listing needs to obtain the listing consent of Shenzhen Stock Exchange and sign the listing agreement.
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