Anhui Chengyi law firm
about
Anhui Tongguan copper foil Group Co., Ltd
Lawyer’s work report on initial public offering and listing on GEM
Anhui Chengyi law firm
China. 5th floor, Baiyue center, No. 200 Huaining Road, Hefei government district, post code: 230022
Tel: (86-551) 65609815 Fax: (86-551) 65608051
Website: www.chengyi-law.com com. E-mail: [email protected].
catalogue
interpretation…… two
Part I Introduction four
1、 Introduction to law firms and lawyers four
2、 Lawyer’s scope of work and work process five
The second part is the main body eight
1、 Approval and authorization of this offering and listing eight
2、 The issuer’s subject qualification for this offering thirteen
3、 The substantive conditions for this offering and listing thirteen
4、 Establishment of the issuer nineteen
5、 Independence of the issuer twenty-two
6、 Sponsors and shareholders of the issuer twenty-five
7、 The issuer’s share capital and evolution twenty-nine
8、 Issuer’s business thirty-two
9、 Related party transactions and horizontal competition thirty-five
10、 The principal property of the issuer sixty-two
11、 Significant creditor’s rights and debts of the issuer seventy-three
12、 Major asset changes and mergers and acquisitions of the issuer seventy-nine
13、 Formulation and amendment of the issuer’s articles of Association eighty-two
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors eighty-three
15、 Directors, supervisors and senior managers of the issuer and their changes eighty-five
16、 Issuer’s tax ninety
17、 The issuer’s environmental protection, product quality, technology and other standards ninety-six
18、 Application of funds raised by the issuer ninety-eight
19、 The issuer’s business development objectives one hundred
20、 Litigation, arbitration or administrative punishment one hundred and one
21、 Payment of social insurance and housing provident fund one hundred and two
22、 Evaluation of the legal risk of the issuer’s prospectus (declaration draft) one hundred and three
23、 Other matters to be explained one hundred and four
Part III concluding comments one hundred and twenty-two
interpretation
Unless otherwise specified, the following words used in this lawyer’s work report have the following meanings:
Tongguan copper foil, issuer and company refer to Anhui Tongguan copper foil Group Co., Ltd., formerly known as Anhui Tongguan copper foil Co., Ltd
Tongguan copper foil Co., Ltd. refers to Anhui Tongguan copper foil Co., Ltd
Tongling Tongguan refers to Tongling Nonferrous Metals Group Co.Ltd(000630) Tongguan copper foil Co., Ltd
Hefei Tongguan refers to Hefei Tongguan electronic copper foil Co., Ltd. (formerly known as Hefei Tongguan GuoXuan copper material Co., Ltd., which was changed to its current name in April 2020)
Tongling Nonferrous Metals Group Co.Ltd(000630) refers to Tongling Nonferrous Metals Group Co.Ltd(000630) , which is the controlling shareholder of the issuer
Nonferrous Metals Group refers to Tongling Nonferrous Metals Group Co.Ltd(000630) Metal Group Holding Co., Ltd., which is the controlling shareholder of Tongling Nonferrous Metals Group Co.Ltd(000630)
Anhui SASAC refers to the state owned assets supervision and Administration Commission of Anhui Provincial People’s government
Hefei GuoXuan refers to Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd., formerly known as Hefei GuoXuan high tech power energy Co., Ltd
Tongguan intelligent refers to Anhui Tongguan Intelligent Technology Co., Ltd
Tongguan electrician refers to Tongling Nonferrous Metals Group Co.Ltd(000630) Tongguan electrician Co., Ltd
This issuance / listing refers to the issuer’s application for initial public offering of RMB common shares (A shares) and listing on the gem
This spin off / listing means that Tongling Nonferrous Metals Group Co.Ltd(000630) spin off its subsidiary Tongguan copper foil to be listed on the gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd
Changjiang stock exchange refers to Anhui Changjiang Property Exchange Co., Ltd
Guotai Junan Securities Co.Ltd(601211) / sponsor refers to Guotai Junan Securities Co.Ltd(601211)
Rongcheng accounting office / audit institution refers to Rongcheng Certified Public Accountants (special general partnership), formerly known as Huapu Tianjian Certified Public Accountants (special general partnership)
Zhongshui Zhiyuan / appraisal institution refers to Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Anhui Chengyi law firm
This lawyer refers to the lawyer assigned by the exchange to provide special legal services for this issuance, that is, the handling lawyer in the signature page of this lawyer’s work report
Audit report Rongcheng Shenzi [2020] No. 230z3840 audit report issued by Rongcheng accounting office on this issuance and listing
Internal control assurance report Rong Cheng Zhi Zi [2020] No. 230z2006 internal control assurance report issued by Rong Cheng accounting office on this issuance and listing
Prospectus (declaration draft) prospectus of Anhui Tongguan copper foil Group Co., Ltd. on initial public offering and listing on GEM (declaration draft)
The articles of association refers to the articles of association of Anhui Tongguan copper foil Group Co., Ltd. currently in force
The articles of Association (Draft) refers to the articles of association of Anhui Tongguan copper foil Group Co., Ltd. (Draft) applicable after the company is listed
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the registration of initial public offerings on the gem (for Trial Implementation)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Several provisions on spin off refer to several provisions on pilot domestic listing of subsidiaries of listed companies under spin off
No. 12 of the preparation and reporting rules refers to No. 12 of the preparation and reporting rules for information disclosure of companies offering securities to the public – legal opinions and lawyers’ work reports on public offering of securities
The business management measures refer to the management measures for law firms engaging in securities legal business
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
The reporting period refers to 2017, 2018, 2019 and January June 2020
RMB means RMB unless otherwise specified
Note: unless otherwise specified in this lawyer’s work report, two decimal places are reserved. If the total is inconsistent with the mantissa of the sum of itemized values, it is caused by rounding.
Anhui Chengyi law firm
About Anhui Tongguan copper foil Group Co., Ltd
Lawyer’s work report on initial public offering and listing on GEM (2020) Cheng Yi Fa Zi No. 00366-2 to: Anhui Tongguan copper foil Group Co., Ltd
According to the special legal service agreement signed between the bourse and the issuer, the bourse appoints lawyers Shu Xiaojun and Fang Juan to participate in the issuer’s initial public offering and listing on the gem as special legal advisers. In accordance with the provisions of the company law, the securities law, the administrative measures, the business management measures, the practice rules and other relevant laws and regulations, and in accordance with the requirements of the Compilation Rules No. 12 of the CSRC, and based on the recognized business standards, ethics and diligence spirit of the lawyer industry, the lawyer has conducted legal verification and verification on the matters related to the issuer’s issuance, And issue this lawyer’s work report.
Part I Introduction
1、 Introduction to law firms and lawyers
（1） Introduction to law firm
1. Place of registration and time of establishment
The office is a partnership law firm established on December 28, 2000 with the approval of Anhui Provincial Department of justice Wan Sifu [2000] No. 050, and its address is the fifth floor of Baiyue center, No. 200 Huaining Road, Hefei, Anhui Province. On July 26, 2004, with the approval of Shanghai Municipal Bureau of Justice (2004) No. 005 document, the office established a branch in Shanghai with the registered address of room 2107, No. 969, Changning Road, Changning District, Shanghai.
2. Business scope
The main business scope of the exchange is: providing special legal services for enterprise restructuring and application for issuance of listed securities; Serve as legal adviser to Party and government organs, social organizations, enterprises and institutions and individuals; Legal advice; He is employed as the agent or defender of the parties in civil, criminal, administrative cases and various arbitration cases.
（2） Brief introduction to the signing lawyer
1. Shu Xiaojun
Lawyer Shu Xiaojun, a Bachelor of law from China University of political science and law, joined the Institute in December 2007. He is now a full-time lawyer and partner of the Institute. His mailing address is: 5th floor, Baiyue center, No. 200 Huaining Road, government district, Hefei, Anhui Province, postal code 230071 and contact number 0551-65609815.
Securities business practice record: Lawyer of the issuer of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) , Anhui Fuhuang Steel Structure Co.Ltd(002743) initial public offering and listing; Served as special legal adviser for Hefei Fengle Seed Co.Ltd(000713) , Anhui Huaxing Chemical Co., Ltd., Wenyi Trinity Technology Co.Ltd(600520) , Anhui Zhongding Sealing Parts Co.Ltd(000887) , Tongling Nonferrous Metals Group Co.Ltd(000630) , East China Engineering Science And Technology Co.Ltd(002140) , Huafang Textile Co., Ltd., Tech-Bank Food Co.Ltd(002124) , Hefei Urban Construction Development Co.Ltd(002208) non-public issuance of shares, issuance of convertible corporate bonds, issuance of shares to purchase assets and major asset restructuring projects.
2. Fang Juan
Lawyer Fang Juan, master of law, University of science and technology of China, joined the Institute in July 2018 and is now a full-time lawyer of the Institute. Her mailing address is: 5th floor, Baiyue center, No. 200 Huaining Road, government district, Hefei, Anhui Province, postal code 230071 and contact number is 0551-65609815.
Securities business practice records: participated in Anhui Zhongding Sealing Parts Co.Ltd(000887) public issuance of convertible corporate bonds, Hefei Urban Construction Development Co.Ltd(002208) major asset restructuring projects, Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) issuance of shares to purchase assets, Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) non-public issuance of shares.
2、 Scope and process of lawyer’s work
（1） Scope of work of the issuer in the process of this issuance and listing
According to the special legal service agreement signed between the exchange and the issuer, the lawyer’s scope of work and obligations involved in this issuance and listing mainly include:
1. Conduct legal due diligence on the issuer’s subject qualification, assets, business, debt, personnel, standardized operation, pending disputes, related party transactions, horizontal competition and other aspects;
2. For the legal problems found in the legal due diligence, negotiate with the issuer and other intermediaries hired by the issuer and
