Beijing Hairun Tianrui law firm
Legal opinion on the initial public offering of shares and listing in Shenzhen Stock Exchange of Jiangxi Sunshine Dairy Co., Ltd
Beijing, China
Floors 9, 10, 13 and 17, broadcasting building, No. 14, Jianguomenwai street, Chaoyang District, Beijing
Tel: (010) 652196 Fax: (010) 88381869
Beijing Hairun Tianrui law firm
About Jiangxi Sunshine Dairy Co., Ltd
IPO and listing on Shenzhen Stock Exchange
Legal opinion
To: Jiangxi Sunshine Dairy Co., Ltd
According to the special legal service contract signed between Jiangxi Sunshine Dairy Co., Ltd. (hereinafter referred to as the issuer or the company) 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 on the main board of Shenzhen Stock Exchange (hereinafter referred to as the offering and listing).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law), the administrative measures for initial public offering and listing (hereinafter referred to as the administrative measures) and the stock Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) The measures for the administration of securities legal business conducted by law firms (hereinafter referred to as the measures for the administration of securities legal business) Relevant laws and regulations such as the practicing rules for securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the practicing rules for securities legal business) and the practicing rules for legal business of law firms engaged in initial public offering and listing (hereinafter referred to as the practicing rules for legal business of initial public offering and listing) This legal opinion is issued in accordance with the normative documents and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The lawyers of the firm shall express legal opinions in accordance with 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 and Shenzhen Stock Exchange.
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 listing application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
3. Our lawyers agree to take this legal opinion as the necessary legal document for the issuer’s application for this issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities.
4. In the course of work, our lawyers have obtained the guarantee of the issuer: that is, the issuer has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of this legal opinion, and the documents and materials provided are true, accurate, complete and effective, without concealment, falsehood and major omissions.
5. For the fact that this legal opinion is 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.
6. Our lawyers only express opinions on legal issues related to the issuer’s listing, but do not express opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in relevant accounting reports, audit reports and asset evaluation reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not properly qualified to verify and evaluate such data.
7. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
Our lawyers have fully verified and verified the documents and relevant facts provided by the issuer in accordance with the requirements of Article 19 of the securities law, and hereby express the following legal opinions:
1、 Approval and authorization of this issuance and listing
（1） Internal approval and authorization of this issuance and listing
On April 5, 2021, the issuer held the third meeting of the Fifth Board of directors, deliberated and approved the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing and other proposals related to this issuance and listing, and agreed to submit the relevant proposals to the issuer’s first extraordinary general meeting in 2021 for deliberation. On April 20, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021. The proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing and other proposals related to this offering and listing were reviewed and approved.
（2） Examination and approval of CSRC
On March 29, 2022, the CSRC issued the reply on Approving the initial public offering of shares by Jiangxi Sunshine Dairy Co., Ltd. (zjxk [2022] No. 649), which approved the issuer to publicly issue no more than 70.7 million new shares. The reply is valid within 12 months from the date of approval.
To sum up, our lawyers believe that the issuer has fulfilled the internal approval procedures of the issuer and has been approved by the CSRC. The issuance and listing of the issuer needs the consent of Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this issuance and listing
（1） The issuer is a joint stock limited company established according to law in December 2008. The establishment and establishment of the issuer has been approved by Nanchang Administration for Industry and Commerce and obtained the business license of enterprise legal person issued by Nanchang Administration for Industry and Commerce on December 30, 2008. The continuous operation time of the issuer has exceeded three years since the date of establishment.
（2） The issuer is a joint stock limited company validly existing according to law, and there is no need to terminate in accordance with laws, regulations, normative documents and the articles of association.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer is a joint-stock company established according to law and has continued to operate for more than three years. There is no need to terminate according to laws, regulations, normative documents and the articles of association, so it has the subject qualification of this listing.
3、 Substantive conditions for this offering and listing
（1） Issuer’s issuance
1. According to the reply on Approving the initial public offering of shares of Jiangxi Sunshine Dairy Co., Ltd. (zjxk [2022] No. 649), the issuer’s issuance has been approved by the CSRC.
2. According to the announcement of online roadshow of initial public offering of Jiangxi Sunshine Dairy Co., Ltd., announcement of initial public offering of Jiangxi Sunshine Dairy Co., Ltd., announcement of online subscription and winning rate of initial public offering of Jiangxi Sunshine Dairy Co., Ltd., and announcement of online lottery results of initial public offering of Jiangxi sunshine Dairy Co., Ltd, This offering is conducted by 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 issuer issued 70.7 million new shares this time at an issue price of 9.46 yuan / share. This issuance and listing is all new share issuance, and there is no old share offering.
3. According to the capital verification report (tzyz [2022] No. 7663-9) issued by Tianzhi international, as of May 13, 2022, the issuer had raised a total of RMB 668822 million in monetary funds. After deducting the expenses related to the issuance, the net amount of funds actually raised by the issuer was RMB 6007996 million, including RMB 70.7 million included in the “share capital”, Included in the “capital reserve – capital stock premium” is RMB 5 Pansoft Company Limitid(300996) 00.
The issuer’s offering has been approved by the CSRC and the issuer has completed the public offering, which is in line with the provisions of Article 47 of the securities law and item (I) of article 3.1.1 of the listing rules.
（2） This offering meets the relevant conditions stipulated in the securities law and the listing rules
1. The issuer has set up the general meeting of shareholders, the board of directors and the board of supervisors. The board of directors has set up special committees such as strategy committee, nomination committee and audit committee, established the working system of independent directors, Secretary of the board of directors and special committees of the board of directors, hired senior managers and set up several functional departments. Relevant institutions and personnel can perform their duties according to law and have a sound and well functioning organization, Comply with the provisions of Article 47 of the securities law and item (II) of article 3.1.1 of the listing rules.
2. According to the audit report issued by Tianzhi international, the issuer has made continuous profits and has the ability of sustainable operation during the reporting period, which is in line with the provisions of Article 47 of the securities law and item (III) of article 3.1.1 of the listing rules.
3. The total share capital of the issuer before the issuance and listing is 211.96 million yuan. According to the capital verification report issued by Tianzhi International (Tian Zhi Ye Zi [2022] No. 7663-9), the total share capital of the issuer after the issuance is 282.66 million yuan, and the total share capital after the issuance and listing is not less than 50 million yuan, which is in line with the provisions of Article 47 of the securities law and item (IV) of article 3.1.1 of the listing rules.
4. The total number of shares issued by the issuer in this public offering is 70.7 million. After the completion of this offering and listing, the total number of shares of the issuer is 282.66 million. The shares issued by the issuer in public shall not be less than 25% of the total share capital of the company, which is in line with the provisions of Article 47 of the securities law and item (V) of article 3.1.1 of the listing rules. 5. According to the compliance certificate issued by relevant government departments, the certificate of no criminal record of the controlling shareholder and actual controller of the issuer, as well as the statement and commitment issued by the issuer, its controlling shareholder and actual controller, the issuer, its controlling shareholder and actual controller have 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, Comply with the provisions of Article 47 of the securities law and item (VI) of article 3.1.1 of the listing rules.
6. According to the audit report issued by Tianzhi international, the financial and accounting reports of the issuer in the last three years have been issued by Tianzhi international and an unqualified audit report has been issued, which is in line with the provisions of Article 47 of the securities law and item (VII) of article 3.1.1 of the Listing Rules.
To sum up, our lawyers believe that the issuer meets the substantive conditions specified in the securities law and the listing rules.
4、 Sponsor institutions and sponsor representatives of this listing
The issuer has hired Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) “) as the sponsor of this issuance and listing. Dongxing Securities Corporation Limited(601198) has the qualification of sponsor business and the membership of Shenzhen Stock Exchange, which is in line with the provisions of paragraph 1 of Article 10 of the securities law and article 12.2.1 of the listing rules.
Dongxing Securities Corporation Limited(601198) has appointed Zhang Shumin and Zhou Bin as the sponsor representatives to be specifically responsible for the sponsor work of the issuer’s IPO and listing. Both of the above two sponsor representatives have been registered with the CSRC and included in the list of sponsor representatives, which is in line with article 12.2.3 of the listing rules.
5、 Concluding observations
In conclusion, our lawyers believe that:
（1） The issuer has obtained the internal approval and authorization of the issuer and the approval of China Securities Regulatory Commission for this issuance and listing. The issuer’s application for this issuance and listing still needs the consent of Shenzhen Stock Exchange.
（2） The issuer has the subject qualification of this issuance and listing.
（3） This issuance and listing of the issuer meets the substantive conditions stipulated in the securities law and the listing rules.
（4） The issuer’s current offering and listing has been recommended by a suitably qualified recommendation institution.
This legal opinion is made in duplicate, which shall come into force after being signed by the handling lawyer of the office and stamped with the official seal of the office.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Hairun Tianrui law firm on the initial public offering and listing of Jiangxi Sunshine Dairy Co., Ltd. on Shenzhen Stock Exchange) Beijing Hairun Tianrui law firm (seal)
Person in charge (signature): Handling lawyer (signature):
Yan kebing: Zou Shengwu:
Shan Zhenyu:
Yan Qianqian:
specific date
