Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
Supplementary legal opinion (IV)
[2021] Hai Zi No. 27-4
Beijing, China
17 / F, broadcasting building, No.14, Jianguomenwai Avenue, Chaoyang District, Beijing Postal Code: 100022 Tel: (010) 65219696 Fax: (010) 88381869 March 2002
catalogue
The first part is the update of relevant information of this issuance and listing five
1、 The subject qualification of this issuance and listing five
2、 The substantive conditions of this offering and listing five
3、 Initiator and shareholder of the issuer (actual controller) five
4、 Issuer’s business five
5、 Related party transactions and horizontal competition six
6、 The principal property of the issuer eleven
7、 Issuer of significant creditor’s debt twelve
8、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors fourteen
9、 Issuer’s tax fourteen
10、 The issuer’s environmental protection and product quality, technology and other standards fifteen
11、 Litigation, arbitration or administrative punishment sixteen
12、 Evaluation of the legal risk of the issuer’s prospectus sixteen
13、 Concluding observations sixteen
Beijing Hairun Tianrui law firm
Supplementary legal opinion on initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. (IV)
[2021] Hai Zi No. 27-4 to: Jiangxi Sunshine Dairy Co., Ltd
The exchange accepts the entrustment of the issuer as the special legal adviser of the issuer for this issuance and listing. In accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities business, the rules for the preparation and reporting of information disclosure by public securities companies No. 12 – legal opinions and lawyers’ work reports on public securities issuance and other laws, administrative regulations, departmental rules, normative documents and relevant provisions of the CSRC, The legal opinion of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. ([2021] Haizi No. 27), the lawyer work report of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. ([2021] Haizi No. 28) and Supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. (I) (Hai Zi [2021] No. 27-1) Supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. (II) ([2021] Haizi No. 27-2) and supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. (III) ([2021] Haizi No. 27-3) (hereinafter referred to as the “original legal opinion”).
Whereas the audit base date of the financial and accounting statements of the issuer for the last three years in the application documents for this issuance and listing is adjusted to December 31, 2021, and the corresponding adjustment in the reporting period is from January 1, 2019 to December 31, 2021. Now, according to the requirements of China Securities Regulatory Commission, the issuer will supplement and submit the annual financial report of 2021, and Tianzhi international has issued the audit report of Jiangxi Sunshine Dairy Co., Ltd. (Tianzhi Zi [2022] No. 7663) (hereinafter referred to as the “audit report”) Review report on the detailed statement of non recurring profit and loss of Jiangxi Sunshine Dairy Co., Ltd. (Tian Zhi Ye Zi [2022] No. 7663-1) (hereinafter referred to as “review report on non recurring profit and loss”), review report on the tax payment of main taxes of Jiangxi Sunshine Dairy Co., Ltd. (Tian Zhi Ye Zi [2022] No. 7663-2) (hereinafter referred to as “tax review report”) The internal control assurance report of Jiangxi Sunshine Dairy Co., Ltd. (tzyz [2022] No. 7663-3) (hereinafter referred to as the “internal control assurance report”) and the audit report on the difference between the original financial statements and the declared financial statements of Jiangxi Sunshine Dairy Co., Ltd. (tzyz [2022] No. 7663-4). Unless otherwise stated, the lawyers of our firm have checked the relevant major matters of the issuer from July 1, 2021 to December 31, 2021 (hereinafter referred to as the “supplementary matters period”), and issued the supplementary legal opinion (IV) of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. (hereinafter referred to as the “supplementary legal opinion”).
This supplementary legal opinion is a supplement to the original legal opinion, constitutes an integral part of the original legal opinion, and should be understood and used together with the original legal opinion. In case of any inconsistency in content, this supplementary legal opinion shall prevail. Unless otherwise stated in this supplementary legal opinion, the relevant terms, definitions and abbreviations used in this supplementary legal opinion have the same meaning or direction as those in the original legal opinion. The premises, assumptions and statements made by our lawyers in the original legal opinion are applicable to this supplementary legal opinion.
Our lawyers agree that the issuer may quote the relevant contents of this supplementary legal opinion in the prospectus by itself or in accordance with the examination requirements of the CSRC, but when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation.
This supplementary 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. Our lawyers agree that this supplementary legal opinion, as a necessary legal document for the application for this issuance and listing, shall be submitted together with other application materials, and shall bear corresponding legal liabilities for this supplementary legal opinion according to law.
In accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue this supplementary legal opinion as follows:
Part I update of the issuance and listing
1、 Subject qualification of this issuance and listing
After verification by lawyers of the exchange and confirmation by the issuer, as of the date of issuance of this supplementary legal opinion, the issuer has no circumstances requiring dissolution or termination in accordance with laws, regulations, normative documents and the current effective articles of association.
Therefore, the issuer has the subject qualification for this issuance and listing.
2、 Substantive conditions for this offering and listing
According to the audit report, internal control and assurance report and the verification of our lawyers, the substantive conditions of the issuer’s issuance and listing have not changed, and comply with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents. The public offering of the issuer also needs to be approved by the CSRC, and the listing and trading of its shares also needs to be approved by the Shenzhen Stock Exchange.
3、 Initiator and shareholder of the issuer (actual controller)
After verification by the lawyers of the exchange, the shareholders and actual controllers of the issuer have not changed during the period of supplementary matters.
4、 Business of the issuer
(I) business scope and mode of operation of the issuer
1. Business scope of the issuer and its subsidiaries
According to the business license, articles of association of the issuer and its subsidiaries and the verification of our lawyers, the business scope of the issuer and its subsidiaries has not changed during the period of supplementary matters.
2. Business qualification of the issuer and its subsidiaries
According to the qualification certificates provided by the issuer and its subsidiaries and the verification of our lawyers, during the period of supplementary matters,
The new business qualification certificates of the issuer and its subsidiaries are as follows:
Serial number subject qualification name qualification number issuing authority certificate validity license content
1 issue fresh milk to be transported to Jiangxi 360104 Nanchang Qingyunpu District Bank 202108.17 – Certificate of the person with the approved maximum carrying capacity (2021) 0004 political approval zone 202308.17 (ton): 32.25 tons
(II) outstanding main business during the reporting period
According to the audit report, the confirmation of the issuer and the verification of our lawyers, the business of the issuer during the reporting period
Income and main business income are as follows:
Unit: Yuan
Project 20212020 2019
Main business income 629166367985225559323754294188024
Other business income 1451488711 Metallurgical Corporation Of China Ltd(601618) 2758621
Total 630617856695225719485554296946645
Main business income accounted for 99.77%, 99.99%, 99.99%
Our lawyers believe that the issuer’s main business was outstanding during the reporting period.
In conclusion, our lawyers believe that the issuer has made necessary progress in its business activities during the period of supplementary matters
The qualification and relevant license certificates shall be, and its production and operation shall comply with the national industrial policies. Business scope of the issuer
The enclosure and operation mode comply with the provisions of relevant laws, regulations and normative documents, and there are no legal obstacles and potential risks
At risk; The issuer’s main business was outstanding during the reporting period.
5、 Related party transactions and horizontal competition
(I) related parties
According to the information provided by the issuer and the verification of our lawyers, the related parties of the issuer during the reporting period
As follows:
1. Controlling shareholder and actual controller of the issuer
The controlling shareholder of the issuer is sunshine group and the actual controller is Hu Xiaoyun.
2. Other shareholders holding more than 5% of the shares of the issuer
Other shareholders holding more than 5% of the shares of the issuer are Nanchang Zhihe.
3. Other enterprises other than the issuer and its subsidiaries controlled by the controlling shareholder and actual controller of the issuer are related parties of the issuer
Other enterprises other than the issuer and its subsidiaries controlled by the controlling shareholder and actual controller of the issuer are as follows:
Sn related party relationship
1. Enterprises controlled by Guangdonghectechnologyholdingco.Ltd(600673) group, the controlling shares of the issuer of Jiangxi Qiushi organic agricultural science and Technology Park Co., Ltd
2. Enterprises controlled by Guangdonghectechnologyholdingco.Ltd(600673) group, the controlling shares of the issuer of Jiangxi Edinburgh Environmental Protection Technology Co., Ltd
3. Enterprises controlled by Hu Xiaoyun, the issuer’s actual controller of Nanchang Yingang Investment Co., Ltd
4. Enterprises controlled by Hu Xiaoyun, the issuer’s actual controller of Nanchang Zhihe enterprise management center (limited partnership)
4. Wholly owned and holding subsidiary of the issuer
The wholly-owned and holding subsidiaries of the issuer are related parties of the issuer.
The wholly-owned subsidiaries of the issuer are Changshan ranch, Jiamu agriculture, Fujian sunshine, Anjie service and sunshine retail, and the holding subsidiaries are Anhui sunshine.
5. The directors, supervisors and senior managers of the issuer are the related parties of the issuer
For details of the issuer’s directors, supervisors and senior managers, please refer to “XV. Directors, supervisors and senior managers of the issuer and their changes” in the body of the lawyer’s work report.
6. The directors, supervisors and senior managers of Guangdonghectechnologyholdingco.Ltd(600673) group, the controlling share of the issuer, are related parties of the company. 7. The directors, supervisors and senior managers of the issuer and its holding stock Guangdonghectechnologyholdingco.Ltd(600673) group, close family members, including spouses, parents, parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses, are all related parties of the issuer. 8. Enterprises other than the issuer and its subsidiaries, where the natural persons mentioned in items 5, 6 and 7 above directly or indirectly control, jointly control, exert significant influence, or serve as directors and senior managers, are affiliated parties of the issuer. The details are as follows:
Sn related party relationship
An enterprise in which Hu Xiaoyun, the chairman of the issuer, is the chairman
1. Enterprises with directors Gao Jinwen, Yu Yiyang and Mei Ying as directors of the issuer of Nanchang Jingang Investment Co., Ltd
