Beijing Tianyuan law firm
About Dezhou United Petroleum Technology Co., Ltd
IPO shares listed on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion
Beijing Tianyuan law firm
28 Fengsheng Hutong, Xicheng District, Beijing
The Pacific Securities Co.Ltd(601099) 10th floor, insurance building
Postal Code: 100032
Beijing Tianyuan law firm
About Dezhou United Petroleum Technology Co., Ltd
IPO shares listed on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion
To: Dezhou United Petroleum Technology Co., Ltd
Beijing Tianyuan law firm (hereinafter referred to as “the firm”) is entrusted by Dezhou United Petroleum 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 on the gem, This legal opinion is issued for the listing of the issuer’s shares in this initial public offering on the gem of Shenzhen Stock Exchange (hereinafter referred to as “this listing”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “administrative measures”) The relevant provisions of relevant laws, administrative regulations, rules and other normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”), the measures for the administration of law firms engaging in securities legal business, and the securities legal business practice rules of law firms (for Trial Implementation) shall be in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers issue this legal opinion in accordance with the provisions of the company law, the securities law, the administrative measures, the listing rules, the administrative measures for law firms engaging in securities legal business and the practicing rules for securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion. 2. When issuing legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to the law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
3. The lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions, notaries and other public institutions, and for the business matters related to the law, For other business affairs, the general duty of care of ordinary people shall be taken as the basis for issuing this legal opinion; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
4. Our lawyer agrees to take this legal opinion as the necessary legal document for the issuer to apply for the listing of the shares in the Shenzhen Stock Exchange, and report it to the Shenzhen stock exchange together with other materials.
5. This legal opinion is only for the purpose of this listing of the issuer and shall not be used for any other purpose.
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1、 Approval and authorization of this listing
(I) approval and authorization of the issuer
The issuer held the second extraordinary general meeting of shareholders in 2020 on October 14, 2020, made a resolution to approve the listing in accordance with legal procedures, and authorized the board of directors to handle relevant matters related to the offering, including submitting an application for public offering of shares to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), And apply to the Shenzhen stock exchange for listing after the completion of this offering.
Our lawyers believe that the contents of the resolution approving the listing made by the general meeting of shareholders of the issuer are legal and effective, the general meeting of shareholders of the issuer authorizes the board of directors to handle matters related to the listing, and the scope and procedures of authorization are legal and effective. (II) review and approval of Shenzhen Stock Exchange
According to the announcement on the results of the 41st review meeting of the municipal Party Committee on GEM in 2021 issued by the listing review center of Shenzhen Stock Exchange on July 22, 2021, the issuer’s issuance was reviewed and approved by Shenzhen Stock Exchange.
(III) registration reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”)
On November 11, 2021, China Securities Regulatory Commission approved and issued the reply on Approving the registration of initial public offering of shares of Dezhou United Petroleum Technology Co., Ltd. (zjxk [2021] No. 3595) and approved the issuer’s application for registration of initial public offering of shares. The reply is valid within 12 months from the date of agreeing to registration.
2、 Subject qualification of this listing
(I) the issuer has the subject qualification of this listing.
The predecessor of the issuer, Dezhou United Petroleum Machinery Co., Ltd. (hereinafter referred to as “Deshi Co., Ltd.”), was established on June 30, 2004 and changed into a joint stock limited company on June 9, 2017 according to the audited net assets. The joint stock company has been established for more than 3 years.
Our lawyers believe that the issuer has the subject qualification of this listing.
(II) the issuer exists effectively according to law.
A surviving joint stock limited company; At present, the issuer does not need to terminate its business in accordance with laws, regulations, normative documents and the articles of association, and the issuer exists effectively in accordance with the law.
3、 Basic information of this offering
According to the announcement on initial public offering and listing on gem of Dezhou United Petroleum Technology Co., Ltd. and the announcement on online subscription and winning rate of initial public offering and listing on gem of Dezhou United Petroleum Technology Co., Ltd Announcement on the results of initial public offering and offline preliminary placement of Dezhou United Petroleum Technology Co., Ltd. on GEM, announcement on the results of initial public offering and online lottery of Dezhou United Petroleum Technology Co., Ltd. on GEM, and The announcement on the results of initial public offering and listing on the gem of Dezhou United Petroleum Technology Co., Ltd. is a combination of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market. The total number of shares issued this time is 37592700 shares, and the issue price is 15.64 yuan / share; The final number of shares issued offline is 19360700, and the final number of shares issued online is 18232000, including 18160578 shares subscribed by online investors and 71422 shares abandoned, 19360700 shares subscribed by offline investors and 0 shares abandoned. All the shares abandoned by online investors in this issuance are underwritten by the sponsor (lead underwriter), The number of shares underwritten by the recommendation institution (lead underwriter) is 71422 shares.
According to the capital verification report no. 2022y00004 issued by Zhongxi Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhongxi certified public accountants”), as of January 11, 2022, the total amount of funds raised by the company’s public offering of common shares was 587949828 yuan. All shareholders contributed in currency, less the issuance cost of 36619897.51 yuan (excluding tax), The net amount of raised funds is 551329930.49 yuan, including 37592700 yuan included in share capital and 513737230.49 yuan included in capital reserve. As of January 11, 2022, the registered capital of the company after change is RMB 150370510 and the share capital is RMB 150370510.
In conclusion, our lawyers believe that the issuer has completed the issuance according to law, and the issuance result is true, legal and effective.
4、 Substantive conditions for this offering and listing
According to the inspection of lawyers of the exchange, the issuer meets the substantive conditions for this issuance and listing stipulated in the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents:
(I) the issuer meets the relevant conditions stipulated in the company law
1. The capital of the issuer is divided into shares, each with an equal amount. The shares to be publicly issued by the issuer are RMB ordinary shares with a par value of 1 yuan per share, and each share has the same rights; The issuing conditions and price of each share are the same. The shares subscribed by any unit or individual shall be paid the same price per share, which is in line with the provisions of articles 125 and 126 of the company law.
2. The general meeting of shareholders of the issuer has made resolutions on the type, quantity, pricing method, issuance time, issuance object and other matters of the public offering of shares, which is in line with the provisions of Article 133 of the company law.
(II) the issuer’s issuance and listing meets the relevant conditions stipulated in the securities law
1. According to the audit report and the inspection of our lawyers, the issuer meets the conditions for initial public offering of New Shares specified in paragraph 1 of Article 12 of the Securities Law:
(1) Have a sound and well functioning organization;
(2) Have the ability of continuous operation;
(3) The financial and accounting reports of the last three years have been issued with unqualified audit reports;
(4) The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years;
(5) Other conditions prescribed by the securities regulatory authority under the State Council approved by the State Council.
2. The issuer has hired Huarong Securities Co., Ltd. (hereinafter referred to as “Huarong securities”) with recommendation qualification as the sponsor of this issuance and listing, which is in line with the provisions of paragraph 1 of Article 10 of the securities law.
(III) the issuer’s current issuance and listing meets the relevant conditions specified in the administrative measures
1. According to the information provided by the issuer and the verification of our lawyers, the predecessor of the issuer, Deshi Co., Ltd., was established in 2004
It was established on June 30, 2017 and converted into shares according to the audited book net asset value on June 9, 2017
More limited by shares, the company has been in continuous operation for more than 3 years since the establishment of Deshi Co., Ltd. The issuer has a sound corporate governance structure and has established and improved the general meeting of shareholders, the board of directors, the board of supervisors and
Independent directors, Secretary of the board of directors and other corporate governance systems have sound and well functioning organizational structures, and relevant institutions and personnel can perform their duties according to law, which is in line with the provisions of Article 10 of the management measures.
2. According to the audit report issued by Zhongxi certified public accountants and the issuer’s confirmation, the issuer’s basic accounting work is standardized, the preparation and disclosure of the financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflect the issuer’s financial position, operating results and cash flow in all major aspects. The audit report issued by Zhongxi Certified Public Accountants on the financial and accounting reports of the issuer in recent three years and one period is an unqualified audit report, which complies with the provisions of paragraph 1 of Article 11 of the administrative measures.
3. According to the internal control assurance report issued by Zhongxi Certified Public Accountants (hereinafter referred to as the “internal control report”) and the confirmation of the issuer, the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the company’s operation efficiency, legal compliance and the reliability of financial reports. The internal control report issued by Zhongxi certified public accountants is an internal control assurance report with unqualified conclusions, which complies with the provisions of paragraph 2 of Article 11 of the administrative measures.
4. The issuer’s business is complete, has the ability to directly face the market and operate independently and continuously, and complies with the provisions of Article 12 of the administrative measures:
(1) According to the confirmation of the issuer and the verification of our lawyers, the issuer’s assets are complete, its business and personnel, finance and institutions are independent, there is no horizontal competition with the controlling shareholder, actual controller and other enterprises under its control that has a significant adverse impact on the issuer, and there is no related party transaction that seriously affects its independence or is obviously unfair, Comply with the provisions of item (I) of Article 12 of the administrative measures.
(2) According to the information and confirmation provided by the issuer and verified by our lawyers, the issuer is mainly engaged in the R & D, production, sales and leasing of special tools and equipment for oil drilling, and engineering and technical services for directional drilling and horizontal drilling. The issuer’s main business is stable, and there has been no significant adverse change in its main business in the last two years; The control right and management team of the issuer are stable, and there has been no significant adverse change in the directors and senior managers of the issuer in the last two years; The ownership of the shares of the issuer held by the controlling shareholders and the shareholders controlled by the controlling shareholders and actual controllers is clear; The actual controllers of the issuer are sun Weijie, Wang Kunxiao and Liu Zhenfeng. The actual controllers have not changed in the past two years, and there are no major ownership disputes that may lead to the possible change of control, which is in line with the provisions of Article 12 (II) of the administrative measures.
(3) According to the confirmation of the issuer and the search of websites such as China judicial document website and China execution information disclosure website by our lawyers, as of the date of issuance of this legal opinion, the issuer has no major ownership disputes involving major assets, core technologies, trademarks, major debt repayment risks, major guarantees, litigation, arbitration and other contingencies, Major changes in the business environment and other matters that have a significant adverse impact on the continuous operation shall comply with the provisions of item (III) of Article 12 of the administrative measures.
5. According to the confirmation of the issuer and the verification of our lawyers, the issuer’s main business is the R & D, production, sales and leasing of special tools and equipment for oil drilling, and the engineering and technical services for directional drilling and horizontal drilling. The issuer’s production and operation comply with the provisions of laws, administrative regulations and national industrial policies, Comply with the provisions of paragraph 1 of Article 13 of the administrative measures.
6. According to the certificate issued by the competent government department, the confirmation of the issuer, its controlling shareholders and actual controllers, and the verification of 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 the socialist market economy, and there has been no fraudulent issuance Major information disclosure violations or other major violations involving national security, public security, ecological security, production safety, public health and safety shall comply with the provisions of paragraph 2 of Article 13 of the administrative measures.
7. According to the confirmation of the directors, supervisors and senior managers of the issuer and the verification of the lawyers of the exchange, the directors, supervisors and senior managers of the issuer are not subject to the administrative punishment of the CSRC in the past three years, or are being filed for investigation by the judicial organ for suspected crimes, or are being filed for investigation by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion, Comply with the provisions of paragraph 3 of Article 13 of the administrative measures.
