Beijing Dacheng Law Firm
On the initial public offering and listing of Bank of Lanzhou Co., Ltd
Legal opinion
Dachengzheng Zi [2022] No. 17
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, 10 Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, Tower B, ZT INTERNATIONAL CENTER, No.10, Chaoyangmen Nandajie,
Chaoyang District, 100020, Beijing, China
Tel: 8610-58137799
Fax: 8610-58137788
Beijing Dacheng Law Firm
About the initial public offering of shares by Bank of Lanzhou Co., Ltd
Legal opinion on listing
Dachengzheng Zi [2022] No. 17
To: Bank of Lanzhou Co., Ltd
Beijing Dacheng Law Firm (hereinafter referred to as “the firm”) is entrusted by Bank of Lanzhou Co., Ltd. (hereinafter referred to as “the issuer” or “the company” or “Bank of Lanzhou”) to act as the special legal counsel for the public offering and listing of the issuer in accordance with the relevant agreement on the employment of special legal counsel signed between the firm and the issuer. The lawyers of the firm are appointed in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue this legal opinion.
With regard to this legal opinion, our lawyer makes the following statement:
(I) the issuer has assured the bourse that the information and documents provided by it and the oral and written explanations of relevant facts are true, accurate and complete without false records, misleading statements and major omissions.
(II) the lawyers of the firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents officially promulgated and implemented by the state, and based on their understanding of relevant facts and laws.
(III) for the facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents and relevant explanations issued by relevant administrative organs, judicial organs, issuers or other relevant units as the basis for issuing this legal opinion.
(IV) this exchange’s lawyers only express legal opinions on matters related to this public offering and listing, and do not involve matters that are not professional as lawyers of this exchange, such as audit and evaluation. The reference of our lawyers to audit conclusions, financial and accounting data, evaluation conclusions and basis in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these contents.
(V) our lawyer promises that our lawyer has fully verified the issuer’s behavior and the legality and compliance of the application for public offering and listing, and has carefully reviewed the application documents for public offering and listing. Our lawyers guarantee that there are no false records, misleading statements and major omissions in this legal opinion. Otherwise, our lawyers are willing to bear corresponding legal liabilities.
(VI) this legal opinion is only for the purpose of this public offering and listing. Without the written consent of the exchange and its lawyers, the issuer and any other legal person, unincorporated organization or individual shall not use this legal opinion for any other purpose. The exchange and its lawyers agree to take this legal opinion as a necessary legal document for the issuer’s public offering and listing, report it together with other materials, and bear corresponding legal liabilities according to law.
In accordance with the relevant national laws, regulations, normative documents and the relevant provisions of the CSRC, and on the basis of full verification and verification of the issuer’s behavior and the legality, compliance, authenticity and effectiveness of this application, our lawyers hereby express the following legal opinions on the conditions and behavior of the issuer’s public offering and listing:
1、 Approval and authorization of the issuer for this issuance and listing
(I) internal approval and authorization of the issuer
The issuer held the 22nd Meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2016 on March 1, 2016 and March 21, 2016 respectively, and deliberated and adopted the proposal on the IPO and listing plan of Bank of Lanzhou Co., Ltd Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the IPO and listing and other proposals related to the IPO and listing.
The issuer held the 27th meeting of the Fourth Board of directors on February 25, 2017 and the first extraordinary general meeting of shareholders in 2017 on March 15, 2017 respectively, and deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the IPO and listing plan of Bank of Lanzhou Co., Ltd The proposal on extending the validity period of the resolution of the general meeting of shareholders authorizing the board of directors to fully handle the matters related to the IPO and listing decided to extend the validity period of the resolution on the approval of the IPO and listing and the matters related to the authorization of the board of directors for 12 months.
The issuer held the 31st meeting of the Fourth Board of directors on February 12, 2018 and the first extraordinary general meeting of shareholders in 2018 on February 28, 2018 respectively, and deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the IPO and listing plan of Bank of Lanzhou Co., Ltd The proposal on extending the validity period of the resolution of the general meeting of shareholders authorizing the board of directors to fully handle the matters related to the IPO and listing decided to extend the validity period of the resolution on the approval of the IPO and listing and the matters related to the authorization of the board of directors for 12 months.
The issuer held the first extraordinary board meeting in 2019 on February 12, 2019 and the first extraordinary general meeting in 2019 on March 4, 2019 respectively, and deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the initial public offering and listing plan of Bank of Lanzhou Co., Ltd The proposal on extending the validity period of the resolution of the general meeting of shareholders authorizing the board of directors to fully handle the matters related to the IPO and listing decided to extend the validity period of the resolution on the approval of the IPO and listing and the matters related to the authorization of the board of directors for 12 months.
The issuer held the fifth meeting of the Fifth Board of directors on March 24, 2020 and the 2019 annual general meeting of shareholders on May 28, 2020 respectively, and deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the IPO and listing plan of Bank of Lanzhou Co., Ltd The proposal on extending the validity period of the resolution of the general meeting of shareholders authorizing the board of directors to fully handle the matters related to the IPO and listing decided to extend the validity period of the resolution on the approval of the IPO and listing and the matters related to the authorization of the board of directors for 12 months.
The issuer held the 9th meeting of the 5th board of directors on March 26, 2021 and the 2020 annual general meeting of shareholders on May 20, 2021, and deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the IPO and listing plan of Bank of Lanzhou Co., Ltd The proposal on extending the validity period of the resolution of the general meeting of shareholders authorizing the board of directors to fully handle the matters related to the IPO and listing decided to extend the validity period of the resolution on the approval of the IPO and listing and the matters related to the authorization of the board of directors for 12 months.
Upon verification, the convening and convening procedures of the issuer’s previous board of directors and shareholders’ meetings, the qualifications of the convener and attendees, and the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association. The lawyers of the exchange believe that the board of directors and the general meeting of shareholders of the issuer have made resolutions to approve matters related to the listing in accordance with established procedures, and the contents of the resolutions are legal and effective; The shareholders’ meeting of the issuer has authorized the board of directors to handle matters related to the issuer’s listing in accordance with legal procedures, and the scope of authorization is legal and effective.
(II) approval of the regulatory authority for the issuer’s listing
1. According to the announcement on the audit results of the 96th meeting of the 18th development and Examination Commission in 2021 issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the audit results of the 96th meeting of the development and Examination Commission of the CSRC in 2021 were that the issuer’s initial public offering of shares was approved.
2. According to the reply on Approving the initial public offering of shares by Bank of Lanzhou Co., Ltd. (zjxk [2021] No. 3831) issued by CSRC, the issuer’s application for initial public offering of shares is approved.
In conclusion, our lawyers believe that the issuer has obtained the necessary approval and authorization specified in relevant laws, regulations and normative documents for this issuance and listing.
2、 The issuer’s subject qualification for this issuance and listing
The issuer was approved by the reply on the preparation for the establishment of Lanzhou City Cooperative Bank (YF [1996] No. 424) and the reply on the opening of Lanzhou City Cooperative Bank (YF [1997] No. 221) issued by the people’s Bank of China on December 6, 1996 and May 28, 1997 respectively, A joint stock limited company registered in Lanzhou Administration for Industry and Commerce on June 26, 1997. The issuer now holds the financial license (Organization Code: b0268h262010001) issued by Gansu banking and Insurance Regulatory Bureau on December 15, 2021 and the business license (Unified Social Credit Code: 91620000224422085p) approved by Gansu market supervision administration on September 18, 2021.
Upon verification, the issuer has been in effective existence according to law since the date of establishment, and there is no need to terminate in accordance with laws, administrative regulations, departmental rules and the articles of association.
In conclusion, our lawyers believe that the issuer is a joint stock limited company established and effectively existing according to law, and the issuer has the subject qualification for this issuance and listing. 3、 The issuer’s substantive conditions for this issuance and listing
1. According to the announcement on the audit results of the 96th meeting of the 18th development and Examination Commission in 2021 and the reply on Approving the initial public offering of Bank of Lanzhou Co., Ltd. issued by CSRC, the issuer has obtained the approval of CSRC and completed the public offering, which is in line with the provisions of item (I) of article 5.1.1 of the listing rules.
2. After verification, the issuer has established and improved the system of general meeting of shareholders, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law, has a sound and well functioning organization, and complies with the provisions of item (II) of article 5.1.1 of the listing rules.
3. According to the audit report of Bank of Lanzhou Co., Ltd. for 2018, 2019, 2020 and January June 2021 (ztsz (2021) No. 110a024267) (hereinafter referred to as the audit report) issued by Grant Thornton Certified Public Accountants (special general partnership), and the confirmation of the issuer, based on the judgment that our lawyers have legal expertise, The issuer has continuous profitability and complies with item (III) of article 5.1.1 of the listing rules.
4. According to the audit report issued by Zhitong Certified Public Accountants (special general partnership) on, as of
On June 30, 2021, the total share capital of the issuer was 5126127500 yuan, not less than 50 million yuan, in line with item (IV) of article 5.1.1 of the listing rules.
5. The number of new shares issued by the issuer this time is 569569717, which is not less than 10% of the total share capital after issuance, in line with the provisions of item (V) of article 5.1.1 of the listing rules.
6. According to the confirmation of the issuer and the supporting documents issued by relevant government departments, the issuer has not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of socialist market economy in the past three years, which is in line with the provisions of item (VI) of article 5.1.1 of the listing rules.
7. Grant Thornton Certified Public Accountants (special general partnership) has issued a standard unqualified audit report for the purpose of the issuer’s issuance and listing, which is in line with item (VII) of article 5.1.1 of the listing rules.
8. The issuer has prepared the IPO listing announcement of Bank of Lanzhou Co., Ltd. in accordance with the provisions, which is in line with Article 5.1.2 of the listing rules.
9. According to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the issuer and its directors, supervisors and senior managers guarantee that the contents of the listing application documents submitted to the Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with Article 5.1.4 of the listing rules.
10. According to the relevant commitments issued by the issuer’s shareholders, the issuer’s shareholders have respectively issued relevant commitments on share locking, and the relevant commitments comply with the provisions of articles 5.1.5 and 5.1.6 of the listing rules.
To sum up, the issuer’s issuance and listing meet the substantive conditions for applying for stock listing as stipulated above. 4、 The sponsor institution and sponsor representative of the issuer for this issuance and listing
1. The issuer has hired China Securities Co.Ltd(601066) as the sponsor of this issuance and listing. China Securities Co.Ltd(601066) Securities Co., Ltd
