Hunan Qiyuan law firm
Legal opinion on the listing of the initial public offering shares of Hunan aibulu Environmental Protection Technology Co., Ltd. on the gem of Shenzhen Stock Exchange
To: Hunan aibulu Environmental Protection Technology Co., Ltd
Hunan Qiyuan law firm (hereinafter referred to as “the firm”) is entrusted by Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as “the issuer”) to act as the special legal adviser for the issuer’s initial public offering and listing (hereinafter referred to as “the offering and listing”).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as the “Listing Rules”) Shenzhen Stock Exchange gem stock issuance and listing review rules (hereinafter referred to as “listing review rules”), gem initial public offering registration management measures (for Trial Implementation) (hereinafter referred to as “initial registration measures”) The relevant provisions of laws, administrative regulations, departmental rules and normative documents such as the rules for the preparation and reporting of information disclosure of companies offering securities to the public – legal opinions and lawyers’ work report on public offering of securities (hereinafter referred to as the “rules for the preparation and reporting of No. 12”), 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), etc, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinion of Hunan Qiyuan law firm on the listing of the shares of Hunan aibulu Environmental Protection Technology Co., Ltd. on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the legal opinion”) is issued for the issuer’s issuance and listing.
In order to issue this legal opinion, the exchange (including the handling lawyer assigned by the exchange to handle the issuance and listing) hereby makes the following statement:
1、 In accordance with the provisions of the securities law, 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 the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2、 The issuance of this legal opinion by the exchange is based on the issuer’s assurance to the exchange that the issuer has provided the exchange with written materials or oral statements necessary for the issuance of this legal opinion, and all facts and materials sufficient to affect this legal opinion have been disclosed to the exchange; The materials and statements provided by the issuer to the exchange are true, accurate and complete without any false records, misleading statements or major omissions. The signatures and / or seals on all materials are true and valid, and the relevant copies or copies are consistent with the original or the original.
3、 When issuing this legal opinion, the exchange has fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters; For the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions and recommendation institutions (hereinafter referred to as “public institutions”), the bourse will take them as the basis for issuing this legal opinion after performing the duty of care specified in the measures for the Administration of law firms engaging in securities legal business; For documents not directly obtained from public institutions, the exchange will take them as the basis for issuing this legal opinion after verification and verification; For materials copied and copied from public institutions, the exchange will take them as the basis for issuing this legal opinion after being confirmed by the public institution; For the fact that this legal opinion is very important and not supported by independent evidence, this exchange makes a judgment based on the supporting documents issued by the issuer, relevant government departments and other relevant institutions, organizations or individuals and after careful verification.
4、 In this legal opinion, the exchange only expresses opinions on legal matters within the territory of the people’s Republic of China (hereinafter referred to as “China”) related to this offering and listing, and does not express opinions on legal matters in any other legal jurisdiction outside China, nor on professional matters such as accounting, audit and asset evaluation; The reference of some data and / or conclusions in professional documents such as capital verification report, financial statements, audit report, audit or assurance report and asset appraisal report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data or conclusions.
5、 According to the requirements of laws, regulations, rules and normative documents such as the measures for initial registration or the compilation and reporting rules No. 12, the exchange makes concluding opinions on relevant matters and makes judgments only based on the legal professional knowledge and general knowledge in other aspects. Therefore, the exchange requests users of this legal opinion to make comprehensive judgments in combination with the legal opinions and other professional knowledge of the exchange.
6、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus of this offering by itself or in accordance with the examination requirements of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to quotation.
7、 Unless otherwise specified in this legal opinion, all values shall be kept to two decimal places. If the total is inconsistent with the sum of the values of each sub item, it shall be caused by rounding.
8、 The exchange agrees that the issuer shall take this legal opinion as a necessary legal document for applying to the CSRC and Shenzhen stock exchange for this issuance and listing, and report it together with other application materials.
9、 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.
catalogue
Text 4 I. approval and authorization of this offering and listing 4 II. The issuer’s subject qualification for this listing 5 III. basic information of this offering 5 IV. substantive conditions of this offering and listing 5. The sponsor institution and sponsor representative of this offering 9 VI. concluding comments nine
Text
1、 Approval and authorization of this offering and listing
(I) internal decision-making procedures of the issuer
On June 16, 2020 and July 2, 2020, the issuer held the ninth meeting of the first board of directors and the first extraordinary general meeting of shareholders in 2020 respectively, The meeting successively deliberated and passed the proposal on the company’s application for initial public offering of A-Shares and listing on the gem of Shenzhen Stock Exchange, the proposal on the company’s investment projects with raised funds and their feasibility, the proposal on the company’s accumulated profit distribution plan before the issuance of a shares, the proposal on the formulation of management measures for the use of raised funds, and the proposal on the formulation of the company’s stock price stability plan within three years after listing Proposal on formulating the plan for shareholders’ dividend return in the next three years after listing, proposal on whether the initial public offering of shares dilutes the company’s immediate return analysis, measures to fill in the immediate return and relevant commitments, proposal on submitting to the general meeting of shareholders to authorize the board of directors to deal with matters related to the company’s initial public offering of A-Shares and listing on the gem of Shenzhen Stock Exchange, The validity period of the resolution is within 24 months after the deliberation and adoption of the general meeting of shareholders.
Accordingly, the exchange believes that the contents of the above resolutions of the board of directors and the general meeting of shareholders of the Issuer on Approving the listing are legal and effective, the listing of the issuer has been approved by the general meeting of shareholders of the issuer, and the scope of authorization and authorization procedures granted to the board of directors by the general meeting of shareholders of the issuer are legal and effective.
(II) examination and approval of the GEM Listing Committee of Shenzhen Stock Exchange
On July 28, 2021, the GEM Listing Committee of Shenzhen Stock Exchange approved the issuer’s initial public offering and listing on the gem.
(III) registration reply of China Securities Regulatory Commission
On March 11, 2022, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares of Hunan aibulu Environmental Protection Technology Co., Ltd. (zjxk [2022] No. 495), agreeing to the registration application of the issuer for initial public offering of shares. The reply shall be valid for 12 months from the date of consent to registration.
(IV) consent notice of Shenzhen Stock Exchange
On April 22, 2022, Shenzhen Stock Exchange approved and issued the notice on the listing of RMB common shares of Hunan aibulu Environmental Protection Technology Co., Ltd. on the gem (SZS [2022] No. 397), agreeing to the listing of RMB common shares issued by the Issuer on the gem of Shenzhen Stock Exchange. The securities are referred to as “aibulu” for short and the securities code is “301259”.
In conclusion, the exchange believes that the issuer’s listing has been approved and authorized by the issuer, and the issuer’s listing has obtained the review and approval of the GEM Listing Committee of Shenzhen Stock Exchange, the registration reply of China Securities Regulatory Commission and the notice of Shenzhen Stock Exchange approving the listing of its shares on the gem. Such approval, authorization and consent are within the period of validity.
2、 The issuer’s subject qualification for this listing
(I) the issuer is a joint stock limited company established according to law
The issuer is a joint stock limited company wholly changed and established by Hunan aibulu Environmental Protection Technology Co., Ltd. in accordance with the company law and other relevant laws, regulations and provisions, and went through the industrial and commercial change registration at the high tech Industrial Development Zone Branch of Changsha Administration for Industry and Commerce on November 10, 2017.
(II) the issuer is a legally existing joint stock limited company
The issuer now holds the business license issued by Changsha market supervision and Administration Bureau, and the unified social credit code is 914 Meter Instruments Co.Ltd(301006) 216325k. According to the verification of the articles of association and enterprise registration files of the issuer, as of the date of issuance of this legal opinion, the issuer has existed effectively according to law, and there are no circumstances that should be dissolved according to laws, regulations and the articles of association.
3、 Basic information of this offering
(I) according to the reply on Approving the registration of initial public offering of Hunan aibulu Environmental Protection Technology Co., Ltd. (zjxk [2022] No. 495) issued by the CSRC, the issuer has obtained the consent of the CSRC.
(II) according to the announcement of Hunan aibulu Environmental Protection Technology Co., Ltd. on initial public offering and listing on the gem, this offering is conducted by a combination of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding non restricted A-share shares or non restricted depositary receipts in Shenzhen market.
According to the announcement of Hunan aibulu Environmental Protection Technology Co., Ltd. on initial public offering and listing on the gem, the issue price is 18.39 yuan / share, and the number of shares issued is 30 million shares.
(III) according to the capital verification report (CAC Zheng Yan Zi [2022] No. 0035) issued by zhongshenhua Certified Public Accountants (special general partnership) (hereinafter referred to as “zhongshenhua”), as of April 21, 2022, the issuer has received a net raised capital of 49158578037 yuan, including an increase in share capital of 3000000000 yuan and an increase in capital reserve of 46158578037 yuan. The registered capital after this change is RMB 12000000000.
In conclusion, the exchange believes that the issuer has completed the issuance according to law, and the issuance result is true, legal and effective. 4、 Substantive conditions of this listing
After verification by the lawyers of the exchange, the exchange believes that the issuer meets the substantive conditions for applying for initial public offering and listing on the gem specified in the company law, the securities law, the measures for the administration of initial registration and other normative documents, as follows:
(I) the issuer’s listing meets the relevant conditions stipulated in the company law
According to the proposal on the company’s application for initial public offering of A-Shares and listing on the growth enterprise market of Shenzhen Stock Exchange and the prospectus deliberated and adopted by the issuer’s first extraordinary general meeting in 2020, the shares issued by the issuer this time are RMB ordinary shares with a par value of 1.00 yuan, the issuance conditions and price of each share are the same, and the issuance price is not less than the par value of the shares, which is in line with Article 126 of the company law The provisions of articles 127 and 133.
(II) the issuer of new shares meets the requirements of this law
1. The issuer has hired Western Securities Co.Ltd(002673) as the sponsor of this issuance and listing, which is in line with the provisions of Article 10 of the securities law.
2. The issuer complies with Article 12 of the securities law
(1) The issuer has established and improved the general meeting of shareholders, the board of directors, the board of supervisors, independent directors and the Secretary of the board of directors according to law. Relevant institutions and personnel can perform their duties according to law, have a sound and well functioning organization, and comply with the provisions of paragraph 1 (I) of Article 12 of the securities law.
(2) According to the audit report issued by zhongshenhua and the statement issued by the issuer, the issuer has made continuous profits in the past three years, there are no legal obstacles affecting the continuous operation of the issuer, and the issuer has the ability of continuous operation, which is in line with the provisions of paragraph 1 (II) of Article 12 of the securities law.
(3) According to the audit report issued by China audit China and the statement issued by the issuer, the issuer fairly reflected the financial status, operating results and cash flow of the issuer in all major aspects, and China audit China issued a standard unqualified audit report, which is in line with the provisions of paragraph 1 (III) of article 12 of the securities law.
(4) According to the statement issued by the issuer, its controlling shareholders and actual controllers, the certificate of no criminal record issued by relevant public security organs and verified by the lawyers of the exchange, the issuer, its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of socialist market economy in the past three years, which is in line with the provisions of item (IV) of paragraph 1 of Article 12 of the securities law.
(III) the issuer’s listing meets the relevant conditions specified in the measures for initial registration
According to the issuance conditions stipulated in Chapter II of the initial registration measures, our lawyers checked the issuer, as follows:
1. The issuer complies with Article 10 of the initial registration measures
Upon verification by our lawyers, the issuer is aibulu Co., Ltd. established on February 4, 2013 and converted into shares according to the audited book net asset value as of June 30, 2017
