Beijing Hualian law firm
On the initial public offering and listing on the gem of Jiangsu Hongde special parts Co., Ltd
Legal opinion
www.hllf. cn.
April, 2002
catalogue
interpretation...... 2. Declaration matters 4 text six
1、 The approval and authorization of the issuer for this issuance and listing six
2、 The issuer's subject qualification for this issuance and listing six
3、 The issuer's substantive conditions for this issuance and listing six
4、 The sponsor institution and sponsor representative of the issuer for this issuance and listing seven
5、 Concluding observations 8 Hualian Law Firm
interpretation
The following abbreviations mentioned in this legal opinion have the following meanings unless otherwise explained in the context:
Issuer / company / Hongde Co., Ltd. refers to Jiangsu Hongde special parts Co., Ltd
Hongde Co., Ltd. / Co., Ltd. refers to Nantong TongZhou Si'an Ductile Iron Co., Ltd. and Nantong Hongde electromechanical Co., Ltd., which are the predecessor of the issuer
Beijing Hualian law firm
The lawyer of the exchange refers to the handling lawyer assigned by the exchange for this issuance and listing, that is, the lawyer who signs in the column of "handling lawyer" on the signature page of this legal opinion
Minsheng securities, counseling institutions, Baozhi Minsheng Securities Co., Ltd. sponsors, lead underwriters and credit clubs, and the issuer refers to Hexin Certified Public Accountants (special general partnership)
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC and CSRC refer to the China Securities Regulatory Commission
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The Company Law refers to the company law of the people's Republic of China (amended in 2018)
The measures for the administration of registration refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (Order No. 167 of the CSRC)
Stock Listing Rules refers to the Shenzhen Stock Exchange gem stock listing rules (revised in 2020)
No. 12 rules for the preparation and reporting of information disclosure of public securities companies - No. 12 rules for the preparation and reporting of public securities refers to the legal opinion and lawyer work report on the issuance of securities (zjf [2001] No. 37)
The articles of association refers to the articles of association of Jiangsu Hongde special parts Co., Ltd., which was deliberated and approved by the founding meeting of the issuer and subsequently revised
"Prospectus" refers to the prospectus of Jiangsu Hongde special parts Co., Ltd. for initial public offering and listing on the gem
Capital verification report refers to HXYZ (2022) No. Shenzhen Zhongheng Huafa Co.Ltd(000020)
This IPO refers to the application of Jiangsu Hongde special parts Co., Ltd. for initial public offering and listing on the gem
This issuance refers to the issuer's initial public offering of 20.4 million RMB common shares
China and the territory of China refer to the territory of the people's Republic of China, only for the purpose of issuing this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan. Unless otherwise specified, the monetary unit is RMB
This legal opinion refers to the legal opinion of Beijing Hualian law firm on the initial public offering and listing on the gem of Jiangsu Hongde special parts Co., Ltd
Note: unless otherwise specified in this legal opinion, all values are kept to two decimal places. If the sum of the listed values is inconsistent with the mantissa of the total, it is due to rounding.
Hualian Law Firm
Beijing Hualian law firm
About Jiangsu Hongde special parts Co., Ltd
Initial public offering and listing on GEM
Legal opinion
Hualian Fayi Zi No. 20226005 to: Jiangsu Hongde special parts Co., Ltd
According to the special contract signed by Jiangsu Hongde Co., Ltd. and Jiangsu Huade Co., Ltd. as the legal consultant for the initial public offering of special parts, Jiangsu Hongde Co., Ltd. has accepted the special legal consultant of Jiangsu Huade Co., Ltd.
Beijing Hualian law firm, in accordance with the provisions of relevant laws, administrative regulations and normative documents such as the company law, the securities law, the measures for the administration of registration, the Compilation Rules No. 12, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence and diligence recognized by the lawyer industry, This legal opinion is issued for the IPO of Jiangsu Hongde special parts Co., Ltd. and its listing on the gem.
Hualian Law Firm
Declaration matters
1、 Based on the above provisions and the facts that have occurred or existed before the date of issuance of this legal opinion, Beijing Hualian law firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in the accounting report, audit report, asset evaluation report and internal control assurance report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this legal opinion.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. 5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance and listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 This 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 without the written consent of the exchange.
Hualian Law Firm
Based on the above, the firm and its handling lawyers issue this legal opinion in accordance with relevant laws, regulations, rules and the relevant provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
Hualian Law Firm
Text
1、 Approval and authorization of the issuer for this issuance and listing
(I) the issuance and listing has been effectively approved by the third meeting of the second board of directors and the third extraordinary general meeting of shareholders in 2020 in accordance with legal procedures.
(II) on October 20, 2021, the Shenzhen Stock Exchange GEM Listing Committee held the 62nd review meeting in 2021, which approved the issuer's application for this issuance and listing.
(III) on February 23, 2022, the CSRC issued the reply on Approving the IPO of Jiangsu Hongde special parts Co., Ltd. (zjxk [2022] No. 379), approving the issuer's application for registration of IPO.
(IV) on April 15, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Jiangsu Hongde special parts Co., Ltd. on the gem (SZS [2022] No. 367), agreeing to the listing of RMB common shares issued by the Issuer on the gem of Shenzhen Stock Exchange.
To sum up, our lawyers believe that this issuance and listing has obtained the necessary internal approval of the issuer, has been deliberated and approved by the GEM Listing Committee of Shenzhen Stock Exchange, has obtained the approval of China Securities Regulatory Commission for registration, and has obtained the notice of Shenzhen stock exchange for listing.
2、 The issuer's subject qualification for this issuance and listing
After verification by the lawyers of the firm, the issuer is a joint stock limited company established by Hongde Co., Ltd. as a whole. The procedures, qualifications and conditions for the establishment of the issuer comply with the provisions of laws and regulations at that time. The continuous operation time of the issuer can be calculated from the date of establishment of Hongde Co., Ltd. on December 5, 2002, and the continuous operation time has reached three years. Upon verification by the lawyers of the exchange, the issuer is a joint stock limited company validly existing according to law, and there is no need to liquidate or terminate in accordance with relevant laws and regulations, normative documents and the articles of association.
To sum up, the issuer is a joint stock limited company established in accordance with the law and has continued to operate for more than three years, and has the subject qualification of this issuance and listing.
3、 The issuer's substantive conditions for this issuance and listing
(I) after verification by our lawyers, according to the 62nd Hualian law firm of the GEM Listing Committee in 2021 issued by Shenzhen Stock Exchange
According to the results of the review meeting and the reply on Approving the initial public offering of shares by Jiangsu Hongde special parts Co., Ltd. (zjxk [2022] No. 379) issued by the CSRC, the issuer meets the gem issuance conditions stipulated by the CSRC, has obtained the examination and approval of the Shenzhen stock exchange according to law, and has been registered by the CSRC, which is in line with the provisions of paragraph 1 (I) of article 2.1.1 of the stock listing rules.
(II) upon verification by the lawyers of the exchange, the total share capital of the issuer before the initial public offering was 61.2 million yuan. According to the prospectus and capital verification report, after the completion of this public offering, the total share capital of the issuer is 81.6 million yuan, not less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1 of article 2.1.1 of the stock listing rules.
(III) upon verification by the lawyers of the exchange, the total number of shares of the issuer after the completion of this public offering is 81.6 million, and the number of shares of the issuer after this public offering is 20.4 million, accounting for 25% of the total number of shares of the issuer after the completion of this public offering, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the stock listing rules.
(IV) according to the audit report hxsz (2021) No. Hunan Zhenghong Science And Technology Develop Co.Ltd(000702) issued by Hexin club, the net profits attributable to the shareholders of the parent company realized by the issuer in 2019 and 2020 were 458462 million yuan and 744726 million yuan respectively (after deducting non recurring profits and losses, whichever is lower). The issuer has made continuous profits in the last two years, and the accumulated net profits in the last two years were 1203187 million yuan, not less than 50 million yuan, Comply with the provisions of paragraph 1 (IV) of article 2.1.1 and paragraph 1 (I) of article 2.1.1 of the stock listing rules.
(V) according to the statement issued by the issuer, the issuer does not violate other listing conditions stipulated by the Shenzhen Stock Exchange, and meets the provisions of item (V) of paragraph 1, article 2.1.1 of the stock listing rules.
In conclusion, our lawyers believe that the issuer's issuance and listing meets the provisions of laws, regulations and normative documents such as the stock listing rules, and meets the substantive conditions for this issuance and listing.
4、 The sponsor institution and sponsor representative of the issuer for this issuance and listing
After verification by lawyers of the exchange, Minsheng securities acted as the issuer
