Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
of
Supplementary legal opinion (IV)
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.
September 2021
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
Supplementary legal opinion (IV)
GLG / SZ / a3468 / FY / 2021-458 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, And issued the supplementary legal opinion (III) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. on August 24, 2021 (hereinafter referred to as the “supplementary legal opinion (III)”).
In accordance with the securities law, the company law, the administrative measures and other laws and regulations and the relevant provisions of the CSRC, In accordance with the 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, the measures for the administration of securities legal business of law firms (hereinafter referred to as the “practice measures”), the practice rules for securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the “practice rules”), etc, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on facts and taking the law as the criterion, Check the relevant legal matters related to the changes in the issuer’s production and operation activities during the continuous period from the date of issuance of the supplementary legal opinion (I) or December 31, 2020 to the date of issuance of this supplementary legal opinion or June 30, 2021 (hereinafter referred to as the “supplementary period”), It also updated the legal issues involved in the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the “feedback”) issued by the CSRC No. 203521, Issue the supplementary legal opinion (IV) 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) and supplementary legal opinion (III), The supplementary legal opinion will not disclose the contents that have not changed in the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III). 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) and supplementary legal opinion (III), and the interpretation is supplemented on this basis.
catalogue
catalogue 3 interpretation 5 Section 1 Introduction 6 section II text 7 part I changes in legal matters during the supplement period of the issuer 7 I. approval and authorization of this issuance and listing 7 II. The issuer’s subject qualification for this issuance and listing 7 III. substantive conditions for this issuance and listing 7 IV. establishment of the issuer 12 v. independence of the issuer Vi. sponsors and shareholders of the issuer 13 VII. Share capital and evolution of the issuer VIII. Business of the issuer 14 IX. related party transactions and horizontal competition 15 X. main assets of the issuer 25 Xi. Major creditor’s rights and debts of the issuer 41 XII. Major asset changes and mergers and acquisitions of the issuer 49 XIII. Formulation and amendment of the articles of association of the issuer 49 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 49 XV. Directors, supervisors and senior managers of the issuer and their changes 50 XVI. Tax of the issuer 51 XVII. Environmental protection, product quality, technology and other standards of the issuer 52 XVIII. Application of funds raised by the issuer 58 XIX. Business development objectives of the issuer 59 XX. Litigation, arbitration or administrative punishment 59 21. Legality of relevant commitments and binding measures involved in this issuance and listing sixty-one
22、 Evaluation of the legal risk of the issuer’s prospectus 61. Concluding observations 61 reply and update of Part II feedback 62 question 1: on behalf of shareholders and natural person shareholders 62 question 2: about restructuring 102 question 3: about tax payment in historical evolution 111 question 4: about overseas shareholders Question 5: about the number of shareholders and employee stock ownership plan Question 6: about the gambling clause 139 question 7: About subsidiaries Question 8: about horizontal competition Question 9: about food safety 164 question 10: about work safety Question 11: about property rights 167 question 12: about the right to use forest land 177 question 13: about the issuer leasing fish ponds Question 14: about litigation and Arbitration Question 15: about the previous declaration 193 question 50: about the previous declaration 204 section III signature page two hundred and nine
interpretation
Unless otherwise specified, the relevant words in this supplementary legal opinion have the following specific meanings:
Base date refers to June 30, 2021
Supplementary period refers to the continuous period from the date of issuance of supplementary legal opinion (I) or December 31, 2020 to the date of issuance of this supplementary legal opinion or to June 30, 2021
The reporting period refers to 2018, 2019, 2020 and January June 2021
The supplementary legal opinion of Guohao law firm (Shenzhen) on guangben issued by the exchange for this offering and listing refers to the supplementary legal opinion (IV) of East Yuehai feed Group Co., Ltd. on initial public offering and listing
The audit report refers to the audit report (tzyz [2021] No. 35860) issued by Tianzhi International Certified Public Accountants for the issuance and listing
The tax review report Tianzhi International Certified Public Accountants issued Tianzhi Zi [2021] No. 37713 for the issuance and listing
Report on the audit report on the description of tax payment of main taxes
The internal control assurance report Tianzhi International Certified Public Accountants issued tzyz [2021] No. 37714 for the issuance and listing
Internal control assurance report
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. Our supplementary legal opinions and lawyers’ work reports refer 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
Section II main body
Part I changes in legal matters during the supplementary period of the issuer
1、 Approval and authorization of this issuance and listing
The lawyers of the firm have disclosed in detail the contents of the 11th meeting of the second board of directors of the issuer and the second extraordinary general meeting of shareholders in 2020 on Approving the issuance and listing and authorizing the board of directors to handle matters related to the issuance and listing in the lawyer work report. On September 2, 2021, the second extraordinary general meeting of shareholders of the issuer in 2021 approved the extension of the validity period of the resolution on the proposal related to the issuance and listing for 12 months from November 17, 2021, and the period for the general meeting of shareholders to authorize the board of directors to handle matters related to the listing was also extended for 12 months accordingly. Upon verification by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer has obtained the approval and authorization required for the current stage of the issuance and listing, and complies with the relevant provisions of the company law, management measures and other laws, regulations, rules and normative documents as well as the articles of association. The issuance and listing shall be subject to the approval of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange. 2、 The issuer’s subject qualification for this issuance and listing
The lawyers of the firm have verified the issuer’s industrial and commercial registration materials and the issuer’s current valid business license, and logged into the national enterprise credit information publicity system (http:
