chairman
Beijing Jindu law firm
About Sichuan Qiaoyuan Gas Co., Ltd
Legal opinion on initial public offering and listing on GEM to: Sichuan Qiaoyuan Gas Co., Ltd
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Sichuan Qiaoyuan Gas 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 (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 measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of initial public offerings on the GEM), and 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) The securities legal business practice rules of law firms (for Trial Implementation) (hereinafter referred to as the securities legal business practice rules) Rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance (hereinafter referred to as "rules for the preparation and reporting of No. 12") and other laws, administrative regulations and rules currently in force in the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) The rules and normative documents and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) issue this legal opinion on the issue and listing of the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In accordance with the above laws, administrative regulations, rules and normative documents, the relevant provisions of the CSRC and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the matters related to the issuer's issuance and listing, so as to ensure that the facts identified in this legal opinion are true, accurate and reliable Complete, the concluding opinions issued on this issuance and listing are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
introduction
In order to issue this legal opinion, the exchange has prepared and implemented the inspection plan in accordance with the measures for the administration of securities legal business and the rules for the practice of securities legal business, personally collected evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that the exchange deems necessary. On the basis that the issuer guarantees to provide the original written materials, copies, photocopies, confirmation letters or certificates required by the exchange to issue this legal opinion, that the documents and materials provided to the exchange are true, accurate, complete and effective, without concealed records, false statements and major omissions, and that the documents and materials are copies or photocopies, which are consistent and consistent with the original, the exchange is independent, objective Justly followed the principle of prudence and importance, reasonably and fully used the methods of interview, written examination, field investigation, inquiry, letter or review to verify and confirm the relevant facts.
In this legal opinion and the lawyer's work report of Beijing Jindu law firm on Sichuan Qiaoyuan Gas Co., Ltd. initial public offering and listing on the gem (hereinafter referred to as the lawyer's work report), the exchange only expresses its opinions on legal issues related to the issuer's IPO and listing, and does not express its opinions on non legal professional matters such as accounting, audit and asset evaluation. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China. The exchange does not express opinions on non legal professional matters such as accounting, audit and asset evaluation and overseas legal matters. When quoting some data and conclusions of relevant accounting reports, audit reports, asset evaluation reports and overseas legal opinions in this legal opinion and lawyer's work report, the exchange has fulfilled the necessary duty of care, but such quoting is not regarded as the exchange's interpretation of these data Make any express or implied guarantee for the authenticity and accuracy of the conclusion. The exchange is not qualified to verify and evaluate such data.
This legal opinion and lawyer work report are only for the issuer's use for the purpose of this issuance and listing, and shall not be used for any other purpose. The exchange agrees to take this legal opinion and lawyer work report as the necessary legal documents for the issuer to apply for this issuance and listing, report them together with other materials, and bear corresponding legal liabilities. When the issuer's legal opinions are quoted in the prospectus or the relevant legal opinions of the CSRC, but the issuer does not agree to be quoted in the prospectus or the relevant legal opinions of the CSRC. Review and reconfirm the ownership of the above documents.
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Jindu / Beijing Jindu law firm
Issuer / company / Qiaoyuan gas Sichuan Qiaoyuan Gas Co., Ltd
Sichuan Qiaoyuan Gas Co., Ltd. is the predecessor of the issuer
Chenyuan gas Chengdu Chenyuan Gas Co., Ltd. is a wholly-owned subsidiary of the issuer
Chenyuan logistics Chengdu Chenyuan Logistics Co., Ltd. is a wholly-owned subsidiary of the issuer
ABA Qiaoyuan ABA Wenchuan Qiaoyuan Gas Co., Ltd. is a wholly-owned subsidiary of the issuer
Chengdu Qiaoyuan Gas Co., Ltd. is a wholly-owned subsidiary of the issuer
Meishan Qiaoyuan gas (Meishan) Co., Ltd. is a wholly-owned subsidiary of the issuer
Huatuo Zhiyuan Shenzhen Huatuo Zhiyuan No. 3 investment enterprise (limited partnership) is the shareholder of the issuer
Zhechuang Haoyu Zhejiang zhechuang Haoyu emerging industry equity investment partnership (limited partnership) is the shareholder of the issuer
Qiaoyuan power Sichuan Qiaoyuan Power Co., Ltd. is an affiliated enterprise of the issuer
Qiaoyuan industry Chengdu Qiaoyuan Industry Co., Ltd. is an affiliated enterprise of the issuer
Jiuyuan machinery Sichuan Jiuyuan Machinery Manufacturing Co., Ltd. is an affiliated enterprise of the issuer
Chengdu Administration for Industry and Commerce Chengdu Administration for Industry and Commerce
Chengdu market supervision administration
People's Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region)
A-share RMB ordinary shares listed in China (as defined above)
The issuing company issued RMB common shares for the first time in China
The listed company of this offering issued RMB common shares for the first time in China and was listed on the gem of Shenzhen Stock Exchange
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
Dahua certified public accountants Dahua Certified Public Accountants (special general partnership)
Tianjian Zhengxin certified public accountants Co., Ltd
Lawyer's work report, Beijing Jindu law firm's lawyer's work report on Sichuan Qiaoyuan Gas Co., Ltd.'s initial public offering and listing on the gem
This legal opinion is the legal opinion of Beijing Jindu law firm on the initial public offering and listing on the gem of Sichuan Qiaoyuan Gas Co., Ltd
Prospectus (application draft) prospectus of Sichuan Qiaoyuan Gas Co., Ltd. on initial public offering and listing on GEM (application draft)
The audit report is Dahua Shenzi issued by Dahua Certified Public Accountants on October 15, 2020
[2020] 0013043 audit report of Sichuan Qiaoyuan Gas Co., Ltd
Dahua nuclear Zi issued by Dahua Certified Public Accountants on October 15, 2020
Internal control report [2020] No. 007978 internal control assurance report of Sichuan Qiaoyuan Gas Co., Ltd
Company law of the people's Republic of China (amended for the fourth time in accordance with the company law of the people's Republic of China and the decision on Amending the company law of the people's Republic of China adopted at the sixth meeting of the Standing Committee of the 13th National People's Congress on October 26, 2018)
Securities Law of the people's Republic of China (revised for the second time at the 15th meeting of the Standing Committee of the 13th National People's Congress in accordance with the securities law of the people's Republic of China on December 28, 2019)
The measures for the administration of initial public offering registration of gem (Trial) (Order No. 167 of China Securities Regulatory Commission) issued and implemented by the CSRC on June 12, 2020
Shenzhen Stock Exchange issued and implemented the Shenzhen GEM stock listing rules on June 12, 2020. Shenzhen Stock Exchange gem stock listing rules (revised in 2020) (SZS [2020] No. 500)
The preparation and reporting rules for information disclosure of securities companies No. 12 - legal opinions and lawyers' work report on public offering of securities issued and implemented by the CSRC on March 1, 2001 (Zheng Jian Fa [2001] No. 37)
Measures for the administration of law firms engaging in securities legal business (Order No. 41 of the China Securities Regulatory Commission and the Ministry of Justice)
Rules for securities legal business practice rules for securities legal business practice of law firms (Trial) (medium)
The firm is in accordance with the law recognized by the lawyer industry
