Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
of
Supplementary legal opinion (V)
41-42 / F, special zone newspaper building, 6008 Shennan Avenue, Shenzhen postcode: 518034
41-42F, Shenzhen Special Zone Press Tower, 6008 Shennan Blvd, Shenzhen, PRC
Tel: (+ 86) (755) 8351 5666 Fax: (+ 86) (755) 8351 5333
Website: http://www.grandall.com.cn.
November 2021
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
Supplementary legal opinion (V)
GLG / SZ / a3468 / FY / 2021-573 to: Guangdong Yuehai feed Group Co., Ltd
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) appoints Wu Jianshe lawyer and Lawyer Zou Mingjun serves as the special legal adviser for the issuer’s initial public offering and listing (hereinafter referred to as “this offering and listing” or “this offering”).
On December 19, 2020, the exchange issued the legal opinion on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “legal opinion”) and the lawyer work report on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “lawyer work report”) , issued the supplementary legal opinion (I) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (I)”) on March 30, 2021, The supplementary legal opinion (II) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”) was issued on April 29, 2021, The supplementary legal opinion (III) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (III)”) was issued on August 24, 2021, The supplementary legal opinion (IV) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (IV)”) was issued on September 6, 2021, On October 19, 2021, the company issued the supplementary legal opinion (III) (updated version) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (III) (updated version)”).
The letter on requesting Guangdong Yuehai feed Group Co., Ltd. to make preparations for the meeting of the issuance and Examination Committee (hereinafter referred to as the “notification letter”) issued by the issuance Supervision Department of the CSRC on October 29, 2021 requires our lawyers to check relevant matters. Our lawyers checked the relevant issues in the notification letter and issued the supplementary legal opinion of Guohao law firm (Shenzhen) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “this supplementary legal opinion”).
This supplementary legal opinion is a supplement to the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) and supplementary legal opinion (III) (updated version), For the unchanged contents in the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) and supplementary legal opinion (III) (updated version), this supplementary legal opinion will not be repeatedly disclosed. Unless otherwise specified, the abbreviation used in this supplementary legal opinion is consistent with the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) and supplementary legal opinion (III) (updated version), and the interpretation is supplemented on this basis.
catalogue
catalogue 3 section I Introduction 4 Section II text 5 question 1: about the disposal of the forest land use right of the issuer’s subsidiary 5 question 2: about fish pond leasing 12question 3: About dealer sales 19 question 5: debt restructuring 21 question 7: about customer and supplier overlap Question 8: large amount of capital transactions between the actual controller and the supplier 26 question 9: about business model Question 10: about horizontal competition 45 question 12: about the relevant problems involved in the previous on-site inspection 47 section III signature page forty-nine
Section I Introduction
The lawyer of the firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this supplementary legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
1、 In accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of the lawyer’s work report, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in the legal opinions are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities accordingly;
2、 Our lawyers agree to take this supplementary legal opinion as a necessary legal document for the issuer’s issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities;
3、 Our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus or in accordance with the examination requirements of the CSRC;
4、 The issuer warrants that it has provided the lawyers of the exchange with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this supplementary legal opinion;
5、 For the fact that this supplementary 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;
6、 Our lawyers only express opinions on the legality and relevant legal issues of the issuer’s issuance, and do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the issuer’s participation in the issuance. We refer to some data or conclusions in relevant accounting statements, audit and asset evaluation reports in this supplementary legal opinion, Except for the express opinions of our lawyers, it does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to verify and evaluate the contents of these documents;
7、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this supplementary legal opinion; 8、 This supplementary legal opinion is only used by the issuer for the purpose of this issuance application, and shall not be used for any other purpose.
Section II main body
Question 1: about the disposal of forest land use right of the issuer’s subsidiary
In 2016, the subsidiary Yichang sunshine acquired by the issuer through acquisition had 4 woodlands. The four woodlands were actually purchased by Gong Jingwei and Jin Yuping, the former shareholders of Yichang sunshine, with a purchase price of 10.3 million yuan. The relevant forest land use right transfer agreement is signed in the name of Yichang sunshine, so the relevant forest land use right is transferred to Yichang sunshine. Before the acquisition, Yichang sunshine did not recognize the intangible asset – forest land in the account, nor did it carry out relevant accounting treatment. The issuer explained that the acquisition of Yichang sunshine did not take into account the value of the forest land, the equity transfer price did not include the value of the forest land, and these assets were not reflected in the book at the time of acquisition, nor were they priced. However, the issuer recognized the relevant intangible asset – forest land and amortized it. As of January 31, 2016, the total creditor’s rights of Yichang sunshine against Gong Jingwei and Yichang Zhengxin Oil Co., Ltd. controlled by him amounted to RMB 14.3278 million. Relevant parties have reached an agreement on debt repayment, ownership of forest land use right and enjoyment of corresponding income. The main content is to repay Gong Jingwei’s debt to Yichang sunshine with the income generated from forest land. The issuer will decide whether to transfer the forest land use right to Gong Jingwei and others according to the repayment. The issuer is requested to further explain: (1) the reason and rationality of Yichang sunshine’s failure to conduct relevant accounting treatment on the forest land; (2) In the case that the equity transfer payment does not include the value of forest land, the issuer confirms the reasons and rationality for the entry and amortization of forest land assets; (3) The current status of forest land, whether there are illegal operations and other illegal matters; (4) Are the funds used by Gong Jingwei and Jin Yuping to purchase relevant forest land use rights actually from Yichang sunshine? If so, whether the basis for claiming that the relevant forest land use right should be purchased by Gong Jingwei and Jin Yuping is sufficient and in line with the facts; (5) Whether the current arrangements on debt repayment, ownership of forest land use right and enjoyment of corresponding income, including but not limited to holding forest land use right certificate on behalf, applying for forest cutting license on behalf, actually arranging cutting and transportation by Gong Jing, comply with the provisions of laws and regulations, and whether there is any risk of violation of laws and regulations and punishment; (6) Whether there are restrictions or legal obstacles for Gong Jingwei and Jin Yuping to purchase and hold the forest land use right personally. If so, whether there are potential legal risks in arranging Yichang sunshine to sign relevant transfer agreements; (7) Whether the relevant schemes for the enjoyment and disposal of forest land use right fully protect the legitimate rights and interests of the applicant; (8) By the end of 2016, Gong Jing had outstanding Yichang sunshine of RMB 10.3 million. Gong Jing promised to repay all arrears before December 31, 2022. Whether the long-term arrears to the issuer would harm the interests of the issuer, and whether Gong Jing had sufficient basis for fulfilling his commitment without an independent third party to evaluate the income of forest land; (9) Explain the proportion of Yichang sunshine’s operating revenue and net profit in the issuer’s operating revenue and net profit in each period, and whether it has an important impact on the applicant’s production and operation. The recommendation institution, the issuer’s lawyer and the reporting accountant are requested to conduct verification, explain the verification procedures, methods and processes, and express clear verification opinions.
reply:
1-3 current status of forest land, whether there are illegal operations and other illegal matters
In 2013, Gong Jingwei and Jin Yuping funded the purchase of forest land, and since 2014, Gong Jingwei and Jin Yuping’s team have purchased poplar seedlings for planting, digging irrigation and fire fighting ditches, and then need to hire workers to fertilize and maintain the trees every year. At present, poplar trees are 6-7 years old, and Gong Jingwei and Jin Yuping’s team operate and manage the forest land. After acquiring the equity of Yichang sunshine, the issuer shall arrange special personnel to inspect the forest land irregularly every week to check the forest land situation, so as to ensure that the issuer can timely grasp the operation conditions such as forest growth in the forest land. Relevant business activities conform to the land use, and there is no case of carrying out other businesses in violation of the nature of forest land.
According to the agreement between Gong Jingwei, Jin Yuping, Yichang sunshine and the issuer, Gong Jingwei and Jin Yuping operate and manage the forest land. During the period, Gong Jingwei and Jin Yuping shall be responsible for all responsibilities related to the forest land, including but not limited to various expenses such as operation and management, administrative penalties, fines, taxes, economic disputes, legal liabilities, etc, It has nothing to do with the issuer and Yichang sunshine.
According to the certificate issued by Jingzhou District branch of Jingzhou natural resources and Planning Bureau in July 2020 and February 2021 respectively and the certificate issued by lingjiaohu management zone of Jingzhou District in November 2021, Yichang sunshine strictly complied with the relevant laws and regulations on forestry management during the reporting period, There is no administrative penalty imposed by the competent administrative authority due to violation of relevant laws and regulations on forestry management.
1-4 does Gong Jingwei and Jin Yuping actually source the funds used to purchase the relevant forest land use rights from Yichang sunshine? If so, whether the claim that the relevant forest land use right should be purchased by Gong Jingwei and Jin Yuping is based on sufficient basis and in line with the actual situation
According to the payment voucher provided by Gong Jingwei and Jin Yuping, the statement issued by Yichang sunshine bank and the Agricultural Office of lingjiaohu management area, Jingzhou District, Jingzhou City in November 2021, the payment for the purchase of forest land use right shall be paid by Gong Jingwei and Jin Yuping, After consulting the remittance voucher that Gong Jingwei and Jin Yuping directly paid 10.3 million yuan of auction money for forest land use right to Jingzhou Jinxu Auction Co., Ltd., Gong Jingwei and Jin Yuping used their own funds to purchase relevant forest land use right, and there is no situation that they actually came from Yichang sunshine.
1-5 whether the current arrangements on debt repayment, ownership of forest land use right and enjoyment of corresponding income, including but not limited to holding forest land use right certificate on behalf of others, applying for forest cutting license on behalf of others, actually arranging cutting and transportation by Gong Jing, comply with the provisions of laws and regulations, and whether there is any risk of violation of laws and regulations and punishment
In July 2013, Yichang sunshine and
