Beijing Zhonglun law firm
About Qingyan Environmental Technology Co., Ltd
Legal opinion on initial public offering of shares and application for listing on the gem of Shenzhen Stock Exchange
April, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
1、 Approval of this listing 5. Qualification of the secondary issuer 5 III. substantive conditions for this offering and listing 5 IV. sponsors and sponsors of this listing 8 v. concluding comments eight
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Qingyan Environmental Technology Co., Ltd
Initial public offering of shares and listing on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion on application for listing
To: Qingyan Environmental Technology Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm") has accepted the entrustment of Qingyan Environmental Technology Co., Ltd. (hereinafter referred to as "the company" or "the issuer") to act as the special legal adviser for the issuer's application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "the offering" or "the offering").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
(I) in order to issue this legal opinion, the firm and its handling lawyer have obtained the following guarantee from the issuer: the issuer has provided the firm with the original written materials, copies or oral and written testimony that the handling lawyer of the firm considers necessary for the issuance of this legal opinion, and all facts and documents sufficient to affect the issuance of this legal opinion have been disclosed to the firm without any concealment, falsehood or misleading, All copies and copies are consistent with the original.
(II) in accordance with the business rules, the lawyers in charge of the office have adopted the methods of interview, written examination, field investigation, inquiry and review, and fulfilled the obligation of verification and verification of the authenticity, accuracy and integrity of the contents of the documents and materials on which they are based according to law.
(III) the lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions and other institutions, and serve as the basis for issuing legal opinions for other business matters after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
(IV) for the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments, issuers, other relevant units or relevant persons as the basis for issuing legal opinions.
(V) this legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and the handling lawyers do not have the appropriate qualifications to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
(VI) this legal opinion is issued in accordance with the laws, administrative regulations, rules and normative documents in force in China or in force when the issuer's acts and relevant facts occur or exist, and based on the lawyers' understanding of such laws, administrative regulations, rules and normative documents.
(VII) the firm and its handling lawyers promise to abide by the principles of honesty, trustworthiness, independence, diligence and due diligence, abide by the professional ethics and practice discipline of lawyers, and strictly perform their legal duties in accordance with the company law, the securities law, 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 relevant laws and regulations as well as the relevant provisions of the CSRC, We have fully verified the legality, compliance, authenticity and effectiveness of the issuer's behavior and the application for this issuance, and ensure that there are no false records, misleading statements and major omissions in this legal opinion, ensure the authenticity, accuracy and integrity of the documents issued, and are willing to bear corresponding legal responsibilities.
The legal documents shall be submitted to Shenzhen stock exchange together with other application materials, and shall bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
(IX) 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.
The interpretation in the lawyer work report of Beijing Zhonglun law firm on the initial public offering and listing of Qingyan Environmental Technology Co., Ltd. on the gem issued by our lawyer is also applicable to this legal opinion.
Based on the above premise, our lawyer issues this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
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1、 Approval of this listing
(I) the issuer has held the seventh meeting of the first board of directors on March 1, 2021 and the second extraordinary general meeting of shareholders in 2021 on March 16, 2021, and deliberated and passed the proposals related to this issuance and listing.
(II) on March 15, 2022, the CSRC issued the reply on Approving the registration of initial public offering of shares of Qingyan Environmental Technology Co., Ltd. (zjxk [2022] No. 543) to the issuer, agreeing to the issuer's application for registration of initial public offering of shares.
(III) the listing of the issuer needs the consent of Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the issuer has fulfilled the internal approval procedures for this listing and has obtained the approval of the CSRC for the registration of the issuer's initial public offering. The listing of the issuer needs the consent of Shenzhen Stock Exchange.
2、 The issuer's subject qualification for this listing
(I) the issuer currently holds the business license (Unified Social Credit Code: 91440 Hangzhou Everfine Photo-E-Info Co.Ltd(300306) 212591r) issued by Shenzhen market supervision and Administration Bureau. At present, it exists effectively in accordance with the law, and there is no situation that needs to be terminated according to laws, regulations, normative documents or the articles of association.
(II) the issuer is a joint-stock company wholly changed and established by Qingyan Co., Ltd. in accordance with the company law and other relevant provisions. Since its predecessor Qingyan Co., Ltd. was established on July 10, 2014, it has been in continuous operation for more than three years.
In conclusion, our lawyers believe that the issuer is a joint stock limited company registered and established according to law and has continued to operate for more than three years, and has the subject qualification of this listing.
3、 Substantive conditions for this offering and listing
(I) basic information of the issuer's current offering
1. According to the reply on Approving the registration of initial public offering of Qingyan Environmental Technology Co., Ltd. (zjxk [2022] No. 543) issued by the CSRC, the issuer's application for issuance registration has been approved by the CSRC.
2. This issuance of the issuer is conducted by the combination of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding non restricted A-share shares in Shenzhen market or the market value of non restricted depositary receipts.
According to the online roadshow announcement of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on GEM, the announcement of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on GEM and the announcement of the results of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on GEM, the issuer issued 27.01 million new shares this time, The issue price is 19.09 yuan / share. 3. According to the capital verification report on the paid in capital of Qingyan Environmental Technology Co., Ltd. after issuing 27.01 million RMB ordinary shares (A shares) (No.: Dahua Yan Zi [2022] 000203) issued by Dahua Certified Public Accountants (special general partnership) on April 18, 2022, as of April 18, 2022, the issuer has issued 27.01 million RMB ordinary shares (A shares) to the public, The issue price per share is 19.09 yuan, and the total amount of funds raised is 51562090000 yuan. After deducting the issue expenses of 7212699968 yuan (excluding tax), the actual net amount of funds raised is 44349390032 yuan, including an increase in share capital of 2701000000 yuan and an increase in capital reserve of 41648390032 yuan. All shareholders of public shares contribute in currency. The registered capital after the change is RMB 10801000000, and the accumulated paid in capital (share capital) is RMB 10801000000.
(II) substantive conditions of this listing
1. The issuer's registration of this offering has been approved by the CSRC and has completed the public offering, which complies with the provisions of Article 9 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the GEM Listing Rules. 2. The total share capital of the issuer before the issuance is 81 million shares. According to the capital verification report issued by Dahua Certified Public Accountants (special general partnership), the total share capital of the issuer after the issuance is 10801000000 yuan, not less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
3. The issuer issued 27.01 million new shares this time. After the completion of this issuance, the total share capital of the issuer is 108.01 million shares, and the shares publicly issued by the issuer reach 25.01% of the total shares, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
4. According to the prospectus of Qingyan Environmental Technology Co., Ltd. for initial public offering and listing on the gem, the specific listing standard selected by the issuer for this offering and listing is "(I) the net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan.
According to the online roadshow announcement of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on GEM, the announcement of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on GEM and the announcement of the results of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on GEM, the issuer issued 27.01 million new shares this time, The issue price is 19.09 yuan / share, and the total share capital of the issuer after the completion of this issue is 108.01 million shares. According to the audit report issued by Dahua Certified Public Accountants (special general partnership), the issuer's net profit in the last two years is positive and the cumulative net profit is not less than 50 million yuan.
Based on the above, the issuer complies with the provisions of item (IV) of article 2.1.1 and item (I) of article 2.1.2 of the GEM Listing Rules.
5. According to the confirmation of the issuer, the issuer meets other listing conditions stipulated by Shenzhen Stock Exchange and the provisions of item (V) of article 2.1.1 of the GEM Listing Rules.
6. According to the confirmation of the issuer, the issuer and its shareholders, directors, supervisors and senior managers have made relevant commitments and binding measures for relevant commitments in accordance with the GEM Listing Rules and the relevant provisions of Shenzhen Stock Exchange, and the contents of commitments and binding measures for commitments made by the issuer and its shareholders, directors, supervisors and senior managers are legal and effective, Comply with Article 2.1.6 of the GEM Listing Rules.
7. According to the confirmation of the issuer, the issuer, the actual controller, directors, supervisors and senior managers have issued relevant commitments to ensure that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
In conclusion, our lawyers believe that the issuer's listing meets the substantive conditions for initial public offering and listing on the gem stipulated in the securities law and the GEM Listing Rules.
4、 Sponsors and sponsors of this listing
According to《
