Guohao law firm (Hangzhou)
about
Zhejiang Liansheng Chemical Co., Ltd
Initial public offering and listing on GEM
Legal opinion
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Address: building 15 and building 2, Baita Park, laofuxing Road, Hangzhou zip code: 310008
Tel.: (+ 86) (571) 85775888 Fax: (+ 86) (571) 85775643
Email: [email protected].
website: http://www.grandall.com.cn.
April, 2002
Guohao law firm (Hangzhou)
About Zhejiang Liansheng Chemical Co., Ltd
Legal opinion on the listing of IPO shares on the gem of Shenzhen Stock Exchange
To: Zhejiang Liansheng Chemical Co., Ltd
As a law firm qualified to engage in legal business, Guohao law firm (Hangzhou) has accepted the entrustment of Zhejiang Liansheng Chemical Co., Ltd. (hereinafter referred to as “Liansheng chemical”, “issuer” and “company”) as the special legal adviser for the company’s application for initial public offering and listing on the gem of Shenzhen Stock Exchange. According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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 the registration on the gem”) and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the “rules for the listing on the gem”) The measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other laws and regulations, as well as the provisions of relevant normative documents of the CSRC and Shenzhen Stock Exchange, in accordance with the recognized business standards, moral norms and the spirit of diligence and responsibility of the lawyer industry, This legal opinion is hereby issued for Zhejiang Liansheng Chemical Co., Ltd. to apply for initial public offering and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this listing”).
In order to issue this legal opinion, our lawyers investigated the subject qualification and conditions of Liansheng chemical for this listing, 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, He also inquired about relevant matters to the members of the board of directors and senior managers of Liansheng chemical and held necessary discussions.
In the course of the above investigation, our lawyers obtained the following guarantee from Liansheng chemical: Liansheng chemical, the listing applicant, has provided the original written materials, copies or oral testimony that our lawyers consider necessary for issuing legal opinions, and there is no concealment, falsehood or major omission. After proper verification by our lawyers, if the documents are copies or copies, they are consistent and consistent with the original. 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 to issue this legal opinion.
The lawyers of our firm shall express legal opinions in accordance with 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 securities regulatory authority under the State Council and Shenzhen Stock Exchange. Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. This legal opinion is only used by the issuer for the purpose of this listing and shall not be used for any other purpose. The exchange agrees to submit this legal opinion as a necessary legal document for the issuer’s listing 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 this listing
(I) internal decision-making procedures of the issuer
The eighth extraordinary general meeting of shareholders in 2020 and the fourth extraordinary general meeting of shareholders in 2021 have made resolutions approving the company’s issuance of shares and listing on the gem in accordance with legal procedures, and the contents of the resolutions are legal and effective. The board of directors of the issuer has obtained appropriate authorization from the general meeting of shareholders of the issuer to handle the listing matters, and the relevant authorization scope and procedures are legal and effective.
(II) examination and approval of the Listing Committee of Shenzhen Stock Exchange
On December 10, 2021, Shenzhen Stock Exchange issued the announcement on the results of the 70th review meeting of the municipal Party Committee on GEM in 2021, confirming that the issuer meets the issuance conditions, listing conditions and information disclosure requirements. (III) the CSRC agrees to register
On February 28, 2022, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of Zhejiang Liansheng Chemical Co., Ltd. (zjxk [2022] No. 413) and approved the issuer’s application for registration of initial public offering of shares. The reply is valid within 12 months from the date of consent to registration.
(IV) this listing still needs to be examined and approved by Shenzhen Stock Exchange.
Our lawyers believe that the issuer has obtained internal approval and authorization for this listing, has passed the review of the GEM Listing Committee of Shenzhen Stock Exchange and obtained the registration reply of China Securities Regulatory Commission, and the issuer needs to obtain the review and approval of Shenzhen stock exchange for this listing.
2、 Subject qualification of this listing
(I) the issuer is a joint stock limited company established according to law
The predecessor of the issuer, Linhai Liansheng Chemical Co., Ltd. (hereinafter referred to as “Liansheng Co., Ltd.”), was a limited liability company established on October 19, 2007 with the approval of Linhai Administration for Industry and commerce. The registered capital of Liansheng Co., Ltd. at the time of establishment was 6 million yuan.
The issuer is a joint stock limited company that was wholly changed from Liansheng Co., Ltd. on december312015 in accordance with the provisions of the company law and other laws and regulations. When the issuer was changed into a joint stock limited company, it had obtained the business license with the unified social credit code of 913310826683250245 issued by Taizhou Municipal market supervision administration. When the issuer was changed into a joint stock limited company as a whole, the registered capital was 70 million yuan, and the company name was “Zhejiang Liansheng Chemical Co., Ltd.”.
(II) legal existence of the issuer
After checking the industrial and commercial registration data, capital verification report, resolutions of previous board of directors, general meeting of shareholders, board of supervisors, articles of association, audit reports over the years and other documents of Liansheng Co., Ltd. and the issuer, our lawyers confirmed that the issuer is a valid joint stock limited company and there is no need to terminate in accordance with the company law, other laws and regulations and the articles of association.
Our lawyers believe that the issuer is a joint stock limited company established and validly existing according to law and has the subject qualification of this listing.
3、 Substantial conditions of this listing
According to the announcement on the results of the 70th review meeting of the municipal Party Committee on the gem in 2021 issued by Shenzhen Stock Exchange and the reply on Approving the registration of initial public offering of Zhejiang Liansheng Chemical Co., Ltd. (zjxk [2022] No. 413 issued by China Securities Regulatory Commission) and other relevant documents, which have been verified by our lawyers, The issuer’s public offering of shares and listing on the gem comply with the provisions on issuance conditions in Articles 10 to 13 of the measures for the administration of gem registration, and comply with the provisions of item (I) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
According to the announcement on the results of Zhejiang Liansheng Chemical Co., Ltd. initial public offering and listing on the gem and the capital verification report of Zhejiang Liansheng Chemical Co., Ltd. (tjy [2022] No. 130) issued by Tianjian Certified Public Accountants (special general partnership), the total share capital of the issuer before the public offering was 81 million yuan, and the number of shares issued to the public was 27 million, The par value of each share is 1 yuan. The total share capital of the issuer after this issuance shall not be less than 30 million yuan, and the shares in this public offering shall reach more than 25% of the total shares after the issuer’s public offering, which is in line with the provisions of items (II) and (III) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
According to the audit report (TJs [2021] No. 9228) issued by Tianjian Certified Public Accountants (special general partnership), according to the caliber of consolidated statements, the issuer’s net profit attributable to the owner of the parent company in the last two years (2019 and 2020) (based on the lower one before and after deducting non recurring profits and losses) is 585245 million yuan and 925506 million yuan respectively, The net profit of the issuer in the last two years has been positive and the cumulative profit is not less than 50 million yuan, which is in line 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.
In conclusion, our lawyers believe that the issuer meets the substantive conditions for stock listing stipulated in laws, regulations and normative documents such as the measures for the administration of gem registration and the GEM Listing Rules.
4、 Sponsor institutions and sponsor representatives of this listing
The listing of the issuer shall be sponsored by the sponsor Sinolink Securities Co.Ltd(600109) of the company Sinolink Securities Co.Ltd(600109) is a recommendation institution registered by the CSRC and listed in the list of recommendation institutions. It also has the membership of Shenzhen Stock Exchange and meets the provisions of article 3.1.1 of the GEM Listing Rules.
The issuer has signed a recommendation agreement with the recommendation institution Sinolink Securities Co.Ltd(600109) and made clear agreement on the rights and obligations of the issuer during the application for listing and continuous supervision, which is in line with Article 3.1.2 of the GEM Listing Rules.
Sinolink Securities Co.Ltd(600109) appoint Nie min and Zhang Feng as the recommendation representatives to be responsible for the recommendation of the issuer’s shares listed on the gem. 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 GEM Listing Rules.
In conclusion, our lawyers believe that the sponsor and sponsor representative of the issuer’s listing this time comply with the relevant provisions of laws, regulations and normative documents such as the GEM Listing Rules.
5、 The relevant responsible party is the commitment issued by this listing
All shareholders, actual controllers, directors, supervisors and senior managers of the issuer before this issuance have issued written commitments on the locking and restricted transfer of the issuer’s shares held by them. After verification, the lawyers of the exchange confirmed that the commitment to lock up and restrict the transfer of shares complies with the provisions of Article 141 of the company law and articles 2.3.3 and 2.3.4 of the GEM Listing Rules.
The directors, supervisors and senior managers of the issuer have signed the declaration and commitment of directors (supervisors and senior managers) in accordance with the relevant provisions of Shenzhen Stock Exchange. The signing of such declaration and commitment of directors (supervisors and senior managers) has been witnessed by our lawyers and reported to Shenzhen Stock Exchange and the board of directors of the company for filing, which is in line with the provisions of article 4.2.1 of the GEM Listing Rules.
The controlling shareholder and actual controller of the issuer have signed the statement and commitment of controlling shareholder and actual controller in accordance with the relevant provisions of Shenzhen Stock Exchange. The signing of such statement and commitment of controlling shareholder and actual controller has been witnessed by our lawyers and reported to Shenzhen Stock Exchange and the board of directors of the company for filing, which is in line with the provisions of article 4.3.1 of the GEM Listing Rules.
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 gem listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
6、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the approval and authorization of the internal authority, the approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission, and the issuer has the subject qualification of this listing, The issuer’s listing complies with the substantive conditions stipulated in laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of gem registration and the rules for gem listing. The issuer has hired a recommendation institution with recommendation qualification, and the recommendation representative is designated by the recommendation institution 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.
——End of legal opinion——
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Hangzhou) on the initial public offering and listing on the gem of Zhejiang Liansheng Chemical Co., Ltd.)
This legal opinion is made in three originals without copies.
This legal opinion is issued on.
Handling lawyer of Guohao law firm (Hangzhou): Wang Zhifang
Person in charge: Yan Huarong, Huang Fang
