Guohao law firm (Shanghai)
About
Suzhou ousheng Electric Co., Ltd. made an initial public offering and was listed on the gem
of
Legal opinion
23-25, 27th floor, Jiadi center, 968 West Beijing Road, Shanghai 200041
23-25th Floor, 27th Floor,Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 21523452433320
Website: http://www.grandall.com.cn.
April 2022
catalogue
catalogue Section 1 matters that lawyers should declare 3 Section II text 4 I. approval and authorization of this issuance and listing 4 II. The issuer’s subject qualification for this issuance and listing 5 III. substantive conditions for this offering and listing 5 IV. The sponsor of this offering and listing 6 v. concluding observations 6 section III signature page eight
Guohao law firm (Shanghai)
About Suzhou ousheng Electric Co., Ltd
Initial public offering and listing on GEM
Legal opinion
To: Suzhou ousheng Electric Co., Ltd
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) acts as the special legal adviser for the issuer’s initial public offering in China and listing on the gem of Shenzhen Stock Exchange in accordance with the non litigation legal service entrustment agreement signed with Suzhou ousheng Electric Co., Ltd. (hereinafter referred to as “the issuer” or “the company”).
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 offering of shares on the gem (for Trial Implementation), the Listing Rules of shares on the gem of Shenzhen Stock Exchange, the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyer work report on public offering of securities, and the measures for the administration of securities legal business of law firms And the securities legal business practice rules of law firms (for Trial Implementation) and other laws and regulations, as well as the relevant provisions of the CSRC, carry out verification in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on facts and taking the law as the criterion, And issued the legal opinion of Guohao law firm (Shanghai) on the initial public offering and listing of Suzhou ousheng Electric Co., Ltd. on the gem (hereinafter referred to as “listing legal opinion” or “this legal opinion”).
Section 1 matters that lawyers should declare
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
1、 In accordance with the provisions of 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 the facts that have occurred or exist before the date of issuance of the legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in the legal opinions are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
2、 Unless otherwise stated in this legal opinion, The office’s work report of Guohao law firm (Shanghai) on the initial public offering and listing of Suzhou ousheng Electric Co., Ltd. on the gem, legal opinion of Guohao law firm (Shanghai) on the initial public offering and listing of Suzhou ousheng Electric Co., Ltd. on the gem, and lawyer Guohao (Shanghai) Supplementary legal opinion of the firm on initial public offering and gem listing of Suzhou ousheng Electric Co., Ltd. (I), supplementary legal opinion of Guohao law firm (Shanghai) on initial public offering and gem listing of Suzhou ousheng Electric Co., Ltd. (II), lawyer Guohao (Shanghai) Supplementary legal opinion of the firm on the initial public offering and listing on the gem of Suzhou ousheng Electric Co., Ltd. (III), supplementary legal opinion of Guohao law firm (Shanghai) on the initial public offering and listing on the gem of Suzhou ousheng Electric Co., Ltd. (IV), and Guohao law firm (Shanghai) The premises, assumptions, commitments, statements and interpretations of the firm’s legal opinion on the initial public offering and listing on the gem of Suzhou ousheng Electric Co., Ltd. (V) are applicable to this legal opinion. 3、 The exchange agrees that the issuer shall quote the contents of this legal opinion in part or in whole in accordance with the examination requirements of the CSRC and the Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
4、 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.
Section II main body
1、 Approval and authorization of this issuance and listing
(I) the issuer’s deliberation on this issuance and listing
On July 14, 2020, the issuer held the third extraordinary general meeting of shareholders in 2020, deliberated and passed the company’s initial public offering and listing plan and authorized the board of directors to handle specific matters. The validity of the resolution is 12 months from the date of deliberation and adoption of the general meeting of shareholders.
On June 21, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on extending the validity period of resolutions on matters related to listing, which is 12 months from the date of deliberation and adoption of the general meeting of shareholders.
The above resolutions of the board of directors and the general meeting of shareholders of the issuer comply with the provisions of relevant laws, regulations, normative documents and the articles of association of Suzhou ousheng Electric Co., Ltd., which are legal and effective; The issuance and listing has obtained the necessary internal approval and authorization of the issuer; The board of directors authorized by the general meeting of shareholders of the issuer to handle matters related to this issuance and listing is legal and effective.
(II) examination and approval of Shenzhen Stock Exchange GEM Listing Committee
On September 23, 2021, the 60th review meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021 considered that the issuer met the issuance conditions, listing conditions and information disclosure requirements.
(III) registration reply of CSRC
On March 2, 2022, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares of Suzhou ousheng Electric Co., Ltd. (zjxk [2022] No. 438), approving the issuer’s application for registration of initial public offering of shares.
(IV) consent of Shenzhen Stock Exchange
On April 20, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Suzhou ousheng Electric Co., Ltd. on the gem (SZS [2022] No. 382), agreeing that the shares issued by the issuer should be listed on the gem of Shenzhen Stock Exchange. The securities are referred to as “ousheng electric” for short and the securities code is “301187”.
To sum up, our lawyers believe that the issuance and listing of the issuer has been approved and authorized by the internal competent authority, deliberated and approved by the GEM Listing Committee of Shenzhen Stock Exchange and approved by the CSRC. The issuance and listing has been approved by Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this issuance and listing
(I) the issuer is a joint stock limited company established according to law
After verification by the lawyers of the exchange, the issuer is a joint stock limited company established by the overall change of its predecessor, eucheng Co., Ltd. The issuer’s change of establishment has fulfilled the necessary legal procedures and complies with the provisions of relevant national laws, regulations and normative documents.
(II) the issuer is a joint stock limited company with continuous operation for more than three years
After verification by the lawyers of the firm, the predecessor of the issuer, ousheng Co., Ltd., was established on September 25, 2009. Ousheng Co., Ltd. changed into the issuer based on the audited book net assets converted into shares as of February 28, 2017. The issuer is a joint stock limited company established according to law and has continued to operate for more than 3 years, and there is no need to terminate in accordance with laws, regulations, normative documents and the articles of association.
(III) the issuer has a sound and well functioning organizational structure
In accordance with the provisions of the company law and the articles of association, the issuer has established a sound general meeting of shareholders, the board of directors, the board of supervisors and various special committees of the board of directors, and formulated corresponding rules of procedure. The issuer has established internal audit department, finance department, marketing center and other functional departments. The issuer has a standardized corporate governance structure, a sound internal management system, a sound and well functioning organization, and relevant institutions and personnel can perform their duties in accordance with the law.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer is a joint stock limited company established and effectively existing according to law and has been in continuous operation for more than three years. The issuer has a sound and well functioning organization, relevant institutions and personnel can perform their duties according to law, there is no need to terminate according to laws and regulations and the articles of association, and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
(I) according to the announcement on the results of the 60th review meeting of the municipal Party Committee on the gem in 2021 and the reply on Approving the registration of initial public offering of Suzhou ousheng Electric Co., Ltd. (zjxk [2022] No. 438) issued by the CSRC, as of the date of issuance of this legal opinion, the issuer has obtained the review consent of the Shenzhen Stock Exchange and the registration reply of the CSRC, Comply 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) the current total share capital of the issuer is 136955661 million yuan. According to the announcement on the results of initial public offering and listing on the gem of Suzhou ousheng Electric Co., Ltd., the total share capital after this offering is 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 listing rules. (III) according to the reply on Approving the registration of initial public offering of shares of Suzhou ousheng Electric Co., Ltd. (zjxk [2022] No. 438) and the announcement on the results of initial public offering of shares and listing on the gem of Suzhou ousheng Electric Co., Ltd. issued by the CSRC, the number of shares issued by the issuer this time is 45.652 million, which is not less than 25% of the total number of shares of the company after issuance, Comply with item (III) of paragraph 1 of article 2.1.1 of the listing rules.
(IV) according to the audit report issued by Lixin Zhonglian (Lixin Zhonglian Shen Zi [2022] No. d-0030), the issuer’s consolidated net profit in 2020 and 2021 (subject to the lower of the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses) was 1199267 million yuan and 1048655 million yuan respectively. The issuer’s net profit in the last two years was positive, and the cumulative net profit was not less than 50 million yuan, Comply with item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph 1 of article 2.1.2 of the listing rules.
(V) after verification by the lawyers of the exchange, 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 listing application documents submitted to the 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.
In conclusion, our lawyers believe that the issuer meets the substantive conditions for IPO and listing on the gem as stipulated in the securities law, listing rules and other laws and regulations.
4、 Sponsors and sponsors of this offering and listing
(I) the listing of the issuer’s shares shall be sponsored by the sponsor Zhongtai Securities Co.Ltd(600918) of the issuer Zhongtai Securities Co.Ltd(600918) is a recommendation institution registered by the CSRC and included in the list of recommendation institutions. At the same time, it has the membership of Shenzhen Stock Exchange and meets the provisions of article 3.1.1 of the listing rules.
(II) Zhongtai Securities Co.Ltd(600918) appoint Zhou Gushan and sun Xiaogang as the sponsor representatives to be responsible for the sponsor of the issuer’s listing, which complies with Article 3.1.3 of the listing rules.
5、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the necessary approval and authorization for this issuance and listing; The issuer has the subject qualification for this offering and listing; The issuer meets the substantive conditions for this issuance and listing and has been recommended by a recommendation institution with the qualification of recommendation business. (there is no text below, which is the signature page)
