Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
Lawyer work report
[2021] Hai Zi No. 028
Beijing, China
17 / F, broadcasting building, No.14, Jianguomenwai Avenue, Chaoyang District, Beijing 100022 Tel: (010) 65219696 Fax: (010) 88381869
catalogue
interpretation…… 3 part I Introduction eight
1、 Introduction to the firm and the handling lawyer eight
2、 The working process of making lawyer work report and legal opinion 10 part II text fourteen
1、 Approval and authorization of this offering and listing fourteen
2、 The subject qualification of this issuance and listing seventeen
3、 The substantive conditions of this offering and listing nineteen
4、 Establishment of the issuer twenty-five
5、 Independence of the issuer thirty
6、 Initiator and shareholder of the issuer (actual controller) thirty-four
7、 The share capital of the issuer and its evolution forty-seven
8、 Issuer’s business fifty-one
9、 Related party transactions and horizontal competition fifty-five
10、 The principal property of the issuer sixty-six
11、 Significant creditor’s rights and debts of the issuer eighty-five
12、 Major asset changes and mergers and acquisitions of the issuer eighty-eight
13、 Formulation and amendment of the issuer’s articles of Association ninety-two
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors ninety-four
15、 Directors, supervisors and senior managers of the issuer and their changes ninety-six
16、 Issuer’s tax ninety-nine
17、 The issuer’s environmental protection and product quality, technology and other standards one hundred and five
18、 Application of funds raised by the issuer one hundred and eight
19、 The issuer’s business development objectives one hundred and ten
20、 Litigation, arbitration or administrative punishment of the issuer one hundred and eleven
21、 Evaluation of the legal risk of the issuer’s prospectus one hundred and eleven
22、 Other issues that the lawyer thinks need to be explained one hundred and eleven
23、 Concluding observations one hundred and twenty
interpretation
In this lawyer work report, unless the context otherwise indicates, 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
Changshan ranch refers to Jiangxi Changshan modern organic ranch Co., Ltd., which is a subsidiary of the issuer
Jiangxi Jiamu ecological agricultural science and 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
Hulunbuir sunshine refers to Hulunbuir Sunshine Dairy Co., Ltd., the former name of niulaite dairy
Jiangxi Sunshine Dairy E-Commerce Technology Co., Ltd., once a subsidiary of the issuer, refers to sunshine e-commerce
Transferred
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
Yuanbo media refers to Nanchang Yuanbo advertising media Co., Ltd., which is the transferee of equity of sunshine e-commerce
New car room constructed by the plant demolition and reconstruction project of Jiangxi Sunshine Dairy Co., Ltd
New plant
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 refers to the compilation and reporting rules for information disclosure of public securities companies No. 12 – public
Legal opinion and lawyer work report on securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
The “guidelines for articles of association” refers to the “guidelines for articles of association of listed companies”
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
Internal assurance report issued by internal assurance zjz [2024]
The [2021] No. 6405 tax review report of major taxes issued by Tianzhi international refers to
Report
Review of non recurring profit and loss [2021] No. 6407 review instruction of non recurring profit and loss statement issued by Tianzhi International
Nuclear report
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 issuer applied to the China Securities Regulatory Commission for the prospectus on the initial public offering of shares of Jiangxi Sunshine Dairy Co., Ltd. (application draft) for this offering and listing
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: there are differences in the mantissa between the sum of partial totals and addends in this work report, which is caused by rounding.
Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
Lawyer work report
[2021] Hai Zi No. 028 to: Jiangxi Sunshine Dairy Co., Ltd
According to the legal service agreement signed with the issuer, Beijing Hairun Tianrui law firm accepted 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 issued the legal opinion for the issuer’s this offering and listing. While issuing the legal opinion, the lawyers of the firm, in accordance with the securities law, the company law, the administrative measures, the Compilation Rules No. 12, the listing rules, the practice rules, the administrative measures for law firms engaging in securities legal business and other relevant laws and regulations, as well as the relevant provisions of the CSRC, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue lawyer work report.
Our lawyers promise that in the process of providing legal services for the issuer’s issuance and listing, our lawyers have strictly performed their statutory duties in accordance with the above relevant laws and regulations, the relevant provisions of the CSRC and the facts that have occurred or exist before the issuance date of the lawyer’s work report, followed the principles of diligence and good faith, and have been fully aware of the issuer’s behavior and the legality, compliance, authenticity The company has effectively carried out sufficient verification and verification, and has carefully reviewed the prospectus and its abstract, so as to ensure that the facts identified in the legal opinion and lawyer work report are true, accurate and complete, and the issued concluding opinions are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Our lawyers agree that the issuer may quote the opinions and conclusions of the legal opinion and the lawyer’s work report in the prospectus in accordance with the review requirements of the CSRC, but the quotation shall not take any measures that may cause damage to our lawyers
