Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
of
Supplementary legal opinion (II)
31 / F, special zone newspaper building, 6008 Shennan Avenue, Shenzhen 518034
31,41F, 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.
April 2021
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
Supplementary legal opinion (II)
GLG / SZ / a3468 / FY / 2021-139 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") And 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.
On February 5, 2021, China Securities Regulatory Commission issued the notice of feedback on the examination of administrative licensing projects of China Securities Regulatory Commission (hereinafter referred to as "feedback") No. 203521, requiring the lawyers of the exchange to check relevant matters. Our lawyers have checked the relevant issues in the feedback and issued this supplementary legal opinion according to the verification.
This supplementary legal opinion is a supplement to the legal opinion, lawyer work report and supplementary legal opinion (I). In case of any inconsistency, this supplementary legal opinion shall prevail.
Unless the context otherwise requires, the abbreviations used in this supplementary legal opinion are consistent with those used in legal opinion, lawyer work report and supplementary legal opinion (I).
catalogue
Section I Introduction 4 Section II text 5 reply to the feedback 5 I. question 1: about holding reduction and natural person shareholders 5 II. Question 2. About restructuring 45 III. question 3. Tax payment in historical evolution 53 IV. question 4. About overseas shareholders 55 v. question 5. About the number of shareholders and employee stock ownership plan 66 VI. question 6. About the gambling clause 80 VII. Question 7. About subsidiaries 83 VIII. Question 8. About horizontal competition 89 IX. question 9. About food safety 101 X. question 10. About production safety 102 Xi. Question 11. About property rights 103 XII. Question 12. About the right to use forest land 115 XIII. Question 13. About the issuer leasing fish ponds 117 14. Question 14. About litigation and Arbitration 119 XV. Question 15. About the previous declaration 130 XVI. Question 50. About the previous declaration 139 section III signature page one hundred and forty-three
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 legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the legal opinion 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 the legal opinion as the 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 the legal opinion in the prospectus or in accordance with the review requirements of the CSRC;
4、 The issuer guarantees that it has provided the lawyers of the exchange with authentic, complete and effective original written materials, duplicate materials or oral testimony necessary for issuing legal opinions;
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;
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. Our legal opinion refers to some data or conclusions in relevant accounting statements, audit and asset evaluation reports, 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 legal opinion; 8、 This legal opinion is only used by the issuer for the purpose of this issuance application, and shall not be used for any other purpose.
Our lawyers have verified and verified the relevant documents and facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
Section II main body
Reply on feedback
1、 Question 1: About proxy holding and natural person shareholders
The prospectus disclosed that 45% of the equity held by Hong Kong Jiatong was actually held on behalf of Xiashan state-owned assets, and Hong Kong huangda, the successor after the restructuring, was also held on behalf of employees and trade unions, which was gradually restored in the historical evolution. (1) According to the disclosure in the prospectus, Hong Kong huangda undertook the shares held by Hong Kong Jiatong in the process of restructuring. Please explain the audit and evaluation basis documents of the restructuring plan for the shares held by Hong Kong Jiatong, the receipt and payment of funds, share purchase amount and capital flow of Hong Kong huangda's acquisition of the shares held by Hong Kong Jiatong, and whether the capital flow is consistent with the acquisition parties agreed in the transaction documents. (2) The prospectus disclosed that Hong Kong huangda holds shares on behalf of the operators and employees of Yuehai Co., Ltd., and the actual ownership structure is consistent with that of the prawn company. Please explain whether the actual capital contribution of Hong Kong huangda is consistent with the actual capital contribution. (3) The prospectus disclosed that on September 6, 2015, Hong Kong huangda transferred 10.89% of the equity of Yuehai Co., Ltd. to Chengze investment at the price of 1 yuan, which was held on behalf of Chengze investment. Please indicate whether the tax should be paid according to the laws and regulations in force at that time, and if so, whether it should be paid in full; Please explain whether the actual capital contribution before the transfer is consistent with the shareholding ratio after the transfer. (4) Please explain whether there are trade unions and employee stock ownership associations among the current shareholders, indirect shareholders and subsidiary shareholders of the issuer according to the requirements of the answers to some questions about initial business. (5) The historical evolution of the issuer involves many natural person shareholders. Please check and explain whether the natural person shareholders have performed the corresponding procedures in accordance with the laws and regulations in force at that time, such as the agreement on share acquisition or equity transfer, the receipt and payment certificate of funds Whether the industrial and commercial registration materials and other legal documents are complete, whether the equity changes of relevant natural person shareholders are true, whether the procedures performed are legal, whether there are entrusted shareholding or trust shareholding, and whether there are disputes or potential disputes. For disputes or potential disputes, please express clear opinions on the impact of relevant disputes on the clarity and stability of the issuer's equity. (6) Please indicate whether there is a proxy holding arrangement for the shareholders of the issuer and the subjects indirectly holding the shares of the issuer. The sponsor and the issuer's lawyers are requested to verify the above issues and express clear verification opinions.
reply:
1-1 according to the disclosure in the prospectus, Hong Kong huangda will undertake the shares held by Hong Kong Jiatong in the process of restructuring. Please explain the audit and evaluation basis documents of the restructuring plan for the shares held by Hong Kong Jiatong, the receipt and payment of funds, share purchase amount and capital flow of Hong Kong huangda's acquisition of the shares held by Hong Kong Jiatong, and whether the capital flow is consistent with the acquisition parties agreed in the transaction documents.
Before the restructuring of state-owned enterprises, the shareholders, amount of capital contribution and proportion of capital contribution registered by Yuehai Co., Ltd. are as follows:
Registered capital subscribed in sequence (USD 10000)
Proportion of registered capital paid in by shareholders (10000 US dollars) to registered capital (%) (RMB)
1 prawn company 171.60 171.60 55.00
2 Hong Kong Jiatong 140.40 140.40 45.00
Total 312.00 312.00 100.00
The actual contributor of the USD 1.444 million contribution of Yuehai Co., Ltd. held by Hong Kong Jiatong is Xiashan state-owned assets, the shareholder of shrimp company. Shrimp company is a wholly-owned subsidiary of Xiashan state-owned assets. The equity of Yuehai Co., Ltd. is indirectly held by Xiashan state-owned assets.
Therefore, the audit and evaluation basis for the limited equity of Yuehai held by Hong Kong Jiatong is as follows:
Audit basis and evaluation basis
(1) September 28, 2002, Zhanjiang Tianli accounting
Audit report "jtksz [2002] No. 47 (2)" issued by certified public accountants Co., Ltd;
(2) September 28, 2002, Zhanjiang Tianli accounting
Certified Public Accountants Co., Ltd. issued the audit report "zhantian kuaishan Zi [2002] (1) January 21, 2003, Zhanjiang yuehuaxin assets No. 47"; On August 29, 2003, Zhanjiang Tianli accounting [2003] No. 011 issued by the Appraisal Co., Ltd. and Zhanjiang prawn feed company asset management office issued the appraisal report of zhantian kuaishan Zi [2003];
Audit Report No. 27 (2); (2) On January 27, 2003, Zhanjiang yuehuaxin (4) on July 11, 2003, Zhanjiang Tianli accounting assets appraisal Co., Ltd. issued the audit report of "Zhanjiang Yuehai Feed Co., Ltd. Zi No. 27" issued by "yuehuaxin pingbaozi certified public accountants Co., Ltd; Property appraisal report.
(5) Xiashan, Zhanjiang, July 28, 2003
The audit report on the net assets related to the restructuring of Zhanjiang shrimp feed company and Yuehai Feed Co., Ltd. issued by the District Finance Bureau.
According to the requirements of the restructuring plan and the restructuring approval documents, Xiashan state-owned assets transferred 100% equity of Yuehai Co., Ltd. to the operators and employees of Yuehai Co., Ltd., with a total share purchase amount of 51.7504 million yuan, including 55% equity purchase amount of 28.4627 million yuan at the shrimp level and 45% equity purchase amount of 23.2877 million yuan at the Hong Kong huangda level, The operators and employees of Yuehai Co., Ltd. shall pay the government of Xiashan district the share purchase fund for the purchase of 100% equity of Yuehai Co., Ltd.
After the operators and employees of Yuehai Co., Ltd. pay all the restructuring funds, the shareholding mode is adopted without changing the original equity structure at the direct level of Yuehai Co., Ltd. (i.e. 55% in China and 45% abroad). The operators and employees of Yuehai Co., Ltd. transfer Xiashan state-owned assets to hold 100% equity of shrimp company in China, and the operators and employees of Yuehai Co., Ltd. indirectly hold 55% equity of Yuehai Co., Ltd, Overseas, Hong Kong huangda was established by Xu Xuemei and other three people
