Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
Initial public offering and listing
Supplementary legal opinion (I)
[2021] Hai Zi No. 27-1
Beijing, China
17 / F, broadcasting building, No.14, Jianguomenwai Avenue, Chaoyang District, Beijing Postal Code: 100022 Tel: (010) 65219696 Fax: (010) 88381869 October, 2021
catalogue
interpretation…… 4 part I feedback reply 9 I. normative feedback question 1 9 II. Normative feedback question 2 13 III. normative feedback questions 3 35 IV. normative feedback questions 4 45 v. normative feedback 5 50 VI. feedback on information disclosure 20 71 VII. Feedback on information disclosure 21 82 VIII. Feedback on information disclosure 22 84 IX. feedback on information disclosure 23 94 X. feedback on information disclosure 24 102 Xi. Feedback on information disclosure 25 110 XII. Feedback on information disclosure 26 120 XIII. Feedback on information disclosure 27 124 XIV. Feedback on information disclosure 28 126 XV. Feedback on information disclosure 29 139 XVI. Feedback on information disclosure 30 142 XVII. Feedback on information disclosure 31 145 XVIII. Feedback on information disclosure 32 148 XIX. Feedback on information disclosure 33 154 XX. Feedback on information disclosure 35 156 21. Feedback on information disclosure 36 163 22. Feedback on information disclosure 37 174 XXIII. Other feedback questions 50 178 24. Other feedback questions 51 Part II update of relevant information of this offering and listing one hundred and eighty-four
1、 The subject qualification of this issuance and listing 184 II. Substantive conditions for this offering and listing 184 III. sponsors and shareholders of the issuer (actual controllers) 184 IV. business of the issuer 184 v. related party transactions and horizontal competition Vi. main property of the issuer 7. Major creditor’s rights and debts of the issuer VIII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 195 IX. tax of the issuer 195 X. environmental protection, product quality, technology and other standards of the issuer 197 Xi. Litigation, arbitration or administrative punishment XII. Evaluation of legal risks of the issuer’s prospectus 200 XIII. Concluding comments two hundred and one
interpretation
In this supplementary legal opinion, unless the context otherwise requires, the following abbreviations have the following meanings: issuer / company / sunshine milk refers to Jiangxi Sunshine Dairy Co., Ltd
This issuance refers to the issuer’s initial public offering of RMB common shares (A shares) and listing on Shenzhen 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 refers to Nanchang Yinhe Enterprise Management Co., Ltd., which was derived and established by Jingang investment. It was later absorbed and merged by Yingang investment and has been cancelled
Changshan ranch refers to Jiangxi Changshan modern organic ranch Co., Ltd., which is a subsidiary of the issuer
Jiamu agriculture refers to Jiangxi Jiamu ecological agricultural science and Technology Development Co., Ltd., which is a subsidiary of the issuer
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 and has been transferred
Huahao trading refers to Anhui Huahao Trading Co., Ltd., formerly known as Anhui Huahao Dairy Co., Ltd
The company, whose name was changed on September 3, 2021, is a minority shareholder of Anhui sunshine
Huahao breeding refers to Anhui Huahao ecological breeding Co., Ltd., which is under the control of the same actual controller as Huahao trading
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
The new workshop refers to the new workshop built by the project of dismantling the old and replacing the new workshop of Jiangxi Sunshine Dairy Co., Ltd
Kangruitong refers to Shenzhen kangruitong Investment Management Co., Ltd., which is the executive partner of Dingsheng investment
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 refers to the articles of association of Jiangxi Sunshine Dairy Co., Ltd. implemented by the issuer before listing and its previous amendments
The articles of Association (Draft) of Jiangxi Sunshine Dairy Co., Ltd. implemented after the articles of Association (draft refers to the proposed listing plan deliberated and approved by the issuer’s first extraordinary general meeting in 2021)
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)
No. 12 of the law on the disclosure of securities issued by lawyers and the law on the disclosure of securities issued by companies
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 control assurance report refers to the internal control assurance report [2021] No. 6404 and [2021] No. 391883 issued by Tianzhi international
Tax audit report refers to the tax audit report of major taxes [2021] No. 6405 and [2021] No. 391882 issued by Tianzhi international
Review of non recurring profit and loss refers to the report [2021] No. 6407 and [2021] No. 391881 issued by Tianzhi international and the review report of detailed statement of non recurring profit and loss
Audit report refers to the audit report (tzyz [2021] No. 5797 and [2021] No. 39188) issued by Tianzhi international
The [2021] Hai Zi No. 028 lawyer work report issued by the exchange for the issuer’s issuance and listing refers to the lawyer work report of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd
The [2021] Haizi 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 for the initial public offering of shares of Jiangxi Sunshine Dairy Co., Ltd. (application draft) and its update
China refers to the people’s Republic of China. For the purpose of this work report, it does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and 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
Fund industry association refers to China Securities Investment Fund Industry Association
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Beijing Hairun Tianrui law firm
The last three years and the first issue / report refer to 2018, 2019, 2020 and January June 2021
Note to the reporting period: unless otherwise specified in this supplementary legal opinion, there is a difference in the mantissa between the sum of some totals and each addend, which is caused by rounding.
Beijing Hairun Tianrui law firm
Supplementary legal opinion on initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. (I)
[2021] Hai Zi No. 27-1 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, On June 10, 2021, 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) and 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) were issued.
