Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
Legal opinion
[2021] Hai Zi No. 027
Beijing, China
17 / F, broadcasting building, No.14, Jianguomenwai Avenue, Chaoyang District, Beijing 100022 Tel: 86-1065219696 Fax: 86-1088381869
catalogue
catalogue 2 interpretation 3 I. approval and authorization of this issuance and listing 7 II. The issuer’s subject qualification for this issuance and listing 8 III. substantive conditions for this offering and listing 9 IV. establishment of the issuer 15 v. independence of the issuer 15 VI. promoter or shareholder (actual controller) 18 VII. The share capital of the issuer and its evolution 26 VIII. Business of the issuer 26 IX. related party transactions and horizontal competition 27 X. main property of the issuer 29 Xi. Major creditor’s rights and debts of the issuer 31 XII. Major asset changes and mergers and acquisitions of the issuer 31 XIII. Formulation and amendment of the issuer’s articles of Association 32 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 33 XV. Directors, supervisors and senior managers of the issuer and their changes 34 XVI. Tax of the issuer 34 XVII. Environmental protection, product quality, technology and other standards of the issuer XVIII. Use of funds raised by issuers 36 XIX. Business development objectives of the issuer 36 20. Litigation, arbitration or administrative punishment 37 21. Evaluation of the legal risk of the issuer’s prospectus 37. Other issues that the lawyer thinks need to be explained 37. Concluding comments forty-five
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: issuer / company / stock company
Refers to Jiangxi Sunshine Dairy Co., Ltd
Division / Sunshine Dairy
The issuer’s initial public offering of RMB common shares (A shares) and its issuance in Shenzhen refers to
Listing on Stock Exchange
Sunshine group refers to Jiangxi Sunshine Dairy Group Co., Ltd., which is the controlling shareholder of the issuer
Dairy company refers to Nanchang dairy production and marketing company, which is the predecessor of sunshine group
The trade union committee refers to the trade union committee of Nanchang dairy production and marketing company
Sunshine Co., Ltd. refers to Jiangxi Sunshine Dairy Co., Ltd., the former name of sunshine group
Nanchang Zhihe refers to Nanchang Zhihe enterprise management center (limited partnership), which is the shareholder of the issuer
Dingsheng investment refers to Gongqing City Dingsheng Boying Investment Center (limited partnership), which is the shareholder of the issuer
Jingang investment refers to Nanchang Jingang Investment Co., Ltd., a shareholder of sunshine group
Yingang investment refers to Nanchang Yingang Investment Co., Ltd., a shareholder of sunshine group
Nanchang Yinhe Enterprise Management Co., Ltd. was established by Jingang investment, and then Nanchang Yinhe index
Merged by Yingang investment and cancelled
New car room constructed by the plant demolition and reconstruction project of Jiangxi Sunshine Dairy Co., Ltd
New plant
Changshan ranch refers to Jiangxi Changshan modern organic ranch Co., Ltd., which is a subsidiary of the issuer
Jiangxi Jiamu Agricultural Technology Development Co., Ltd. refers to Jiamu agriculture, the son of the issuer
department
Fujian sunshine refers to Fujian AoXin Sunshine Dairy Co., Ltd., a subsidiary of the issuer
Anjie service refers to jiangxi’an jiejie Outsourcing Service Co., Ltd., which is a subsidiary of the issuer
Sunshine retail refers to Jiangxi Sunshine Dairy new retail Co., Ltd., which is a subsidiary of the issuer
Anhui sunshine refers to Anhui Huahao Sunshine Dairy Co., Ltd., a subsidiary of the issuer
Newlaite dairy refers to Hulunbuir newlaite Dairy Co., Ltd., which was a joint-stock company of the issuer
Sunshine e-commerce refers to Jiangxi Sunshine Dairy E-Commerce Technology Co., Ltd., which was once a subsidiary of the issuer,
Transferred
Xinao sunshine refers to Jiangxi Xinao Sunshine Food Co., Ltd., which was once a subsidiary of the issuer
Huahao dairy refers to Anhui Huahao Dairy Co., Ltd., which is a minority shareholder of Anhui sunshine
Anhui Huahao ecological breeding Co., Ltd. has the same actual control over Huahao breeding as Huahao dairy
Companies under the control of employers
Nanchang Heda refers to Nanchang Heda Enterprise Management Co., Ltd., which is a minority shareholder of Anhui sunshine
Shantou Baoshang refers to Shantou Baoshang Trading Co., Ltd., which is a minority shareholder of Fujian sunshine
Huanenbao refers to Shaanxi huanenbao Dairy Co., Ltd., which is the shareholder of niulaite dairy
Edinburgh environmental protection refers to Jiangxi Edinburgh Environmental Protection Technology Co., Ltd., a subsidiary of sunshine group
Qiushi science and Technology Park refers to Jiangxi Qiushi organic agricultural science and Technology Park Co., Ltd., a subsidiary of sunshine group
Hongsheng real estate refers to Jingdezhen Hongsheng Real Estate Co., Ltd
Dongxing Securities Corporation Limited(601198) refers to Dongxing Securities Corporation Limited(601198)
Tianzhi international refers to Tianzhi International Certified Public Accountants (special general partnership)
The articles of association of Jiangxi Sunshine Dairy Co., Ltd. implemented before the issuer’s listing refers to
And previous revisions
The articles of Association (Draft) of the company to be listed deliberated and adopted by the issuer’s first extraordinary general meeting in 2021 refers to
The articles of Association (Draft) of Jiangxi Sunshine Dairy Co., Ltd. implemented later
Securities Law refers to the securities law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for initial public offering and listing (revised in 2020)
The compilation and reporting rules No. 12 for information disclosure of public securities companies – the compilation and reporting rules No. 12 of the company refers to
Legal opinion and lawyer work report on securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Internal assurance report issued by internal assurance zjz [2024]
Audit report refers to the audit report (tzyz [2021] No. 5797) issued by Tianzhi international
The lawyer’s work report [2021] Hai Zi No. 028 issued by the exchange for the issuer’s issuance and listing refers to the lawyer’s work report of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd
The [2021] Hai Zi No. 027 legal opinion issued by the exchange for the issuer’s issuance and listing refers to the legal opinion of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd
The “prospectus of Jiangxi sunshine” reported by the issuer to the CSRC for this issuance and listing refers to the prospectus of the initial public offering of shares of Dairy Co., Ltd. (declaration draft)
The people’s Republic of China, for the purpose of this work report, does not include the Hong Kong Special Administrative Region of China
Administrative region, Macao Special Administrative Region, Taiwan
A share refers to domestic listed RMB ordinary shares
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Beijing Hairun Tianrui law firm
The last three years / reporting period refers to 2018, 2019 and 2020
Note: unless otherwise specified in this legal opinion, there is a difference in the mantissa between the sum of partial totals and addends, which is caused by rounding.
Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
Legal opinion
[2021] Hai Zi No. 027 to: Jiangxi Sunshine Dairy Co., Ltd
According to the legal service agreement signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for the issuer’s initial public offering and listing (hereinafter referred to as “this offering and listing”).
In accordance with the company law, the securities law, the administrative measures issued by the CSRC, the administrative measures for law firms engaging in securities legal business, the Compilation Rules No. 12 and other relevant laws, regulations, rules and normative documents, as well as the legal service agreement signed between the exchange and the issuer, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Give legal opinions and issue this legal opinion. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers express legal opinions in accordance with the provisions of the No. 12 rules for the preparation of reports issued by the CSRC and the facts that have occurred or existed before the date of issuance of this legal opinion, as well as the current national laws, regulations, normative documents and relevant provisions of the CSRC.
2. The lawyers of the firm promise that they have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and the application for this issuance and listing, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion and lawyer work report.
3. Our lawyers agree to take this legal opinion and lawyer work report as the necessary legal documents for the issuer’s application for this issuance and listing, report them together with other application materials, and are willing to bear corresponding legal liabilities.
4. Our lawyers agree that the issuer may quote some or all of the contents of this legal opinion and lawyer’s work report in the prospectus or in accordance with the examination requirements of the CSRC. However, when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation of the above contents. Our lawyers have the right to review and confirm the relevant contents of the prospectus of the issuer for this IPO.
5. For the important legal documents on which the legal opinion is issued, if the joint stock company provides the copy to the exchange, the lawyer of the exchange has verified the copy and the original, and these copies are consistent with the original; At the same time, the joint stock company has assured the exchange that the joint stock company has provided the original written materials, duplicate materials or oral testimony necessary for the issuance of this legal opinion in the opinion of the lawyers of the exchange. There is no false statement, major omission or concealment, and all duplicate materials and copies are consistent with the original.
6. For the fact that this legal opinion and the lawyer’s work report are very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units as the basis for making this legal opinion.
7. Our lawyers only express opinions on the legal issues related to the issuer’s issuance and listing, but do not express opinions on professional matters such as accounting, audit and asset evaluation. In this legal opinion and lawyer work report
