Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
of
Supplementary legal opinion (I)
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.
March 2021
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
Supplementary legal opinion (I)
GLG / SZ / a3468 / FY / 2021-045 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”).
Our lawyers have issued the 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 the “legal opinion”) in accordance with the securities law, the company law, the administrative measures and other laws and regulations and the relevant provisions of the CSRC The lawyer work report of Guohao law firm (Shenzhen) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “lawyer work report”).
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 legal opinion and the lawyer’s work report or from June 30, 2020 to the date of issuance of this supplementary legal opinion or December 31, 2020 (hereinafter referred to as the “supplementary period”), Issue the supplementary legal opinion (I) of Guohao law firm (Shenzhen) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “supplementary legal opinion”).
This supplementary legal opinion is a supplement to the legal opinion and lawyer’s work report. For the unchanged contents in the legal opinion and lawyer’s work report, 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 and lawyer work report, and the interpretation is supplemented on this basis.
catalogue
catalogue 3 interpretation 5 Section 1 Introduction 6 section II text 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 13 IX. related party transactions and horizontal competition 15 X. main assets of the issuer 21 Xi. Major creditor’s rights and debts of the issuer 33 XII. Major asset changes and mergers and acquisitions of the issuer 41 XIII. Formulation and amendment of the articles of association of the issuer 42 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 42 XV. Directors, supervisors and senior managers of the issuer and their changes 43 XVI. Tax of the issuer 43 XVII. Environmental protection, product quality, technology and other standards of the issuer 45 XVIII. Application of funds raised by the issuer 51 XIX. Business development objectives of the issuer 52 XX. Litigation, arbitration or administrative punishment 52 XXI. Legality of relevant commitments and binding measures involved in this issuance and listing 54 XXII. Evaluation of the legal risk of the issuer’s prospectus fifty-four
Conclusion 55 section III signature page fifty-six
interpretation
Unless otherwise specified, the relevant words in this supplementary legal opinion have the following specific meanings:
Base date refers to December 31, 2020
The period from the date of issuance of the legal opinion and lawyer work report to the supplement of this supplementary legal opinion refers to
The date of issuance of the letter or the continuous period from June 30, 2020 to December 31, 2020
The reporting period refers to the continuous period from January 1, 2018 to December 31, 2020
Yuesheng biotechnology refers to Guangdong Yuesheng Biotechnology Co., Ltd., a subsidiary of the issuer
Yueyuan trading refers to Guangdong Yueyuan Trading Co., Ltd., a subsidiary of the issuer
Sichuan Yuehai refers to Sichuan Yuehai Feed Co., Ltd., a subsidiary of the issuer
The prospectus of Guangdong Yuehai feed group shares submitted by the issuer to the securities regulatory authority for this offering refers to
Prospectus for initial public offering and listing of limited companies (draft application)
The legal opinion on Guangdong Yuehai feed Group Co., Ltd. issued by the exchange for this issuance and listing refers to
Legal opinion on the initial public offering and listing of a company
The lawyer work report on Guangdong Yuehai feed Group Co., Ltd. issued by the exchange for this issuance and listing refers to
Lawyers’ work report on initial public offering and listing of Companies
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 (I) of East Yuehai feed Group Co., Ltd. on initial public offering and listing
The audit report refers to the audit report (tzyz [2021] No. 5879) issued by Tianzhi International Certified Public Accountants for the issuance and listing
The tax review report (tzyz [2021] No. 12739) issued by Tianzhi International Certified Public Accountants for the issuance and listing refers to
Report on the audit report on the description of tax payment of main taxes
Internal control assurance report Tianzhi International Certified Public Accountants issued Tianzhi Zi [2021] No. 12732 for the issuance and listing
Internal control assurance report
Section I Introduction
The lawyer of our firm gives legal opinions based on the facts that have occurred or existed before the date of issuance of this 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 the legal opinions and lawyers’ work reports as the necessary legal documents for the issuer’s issuance and listing, report them 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 or lawyer’s work report 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 firm with true, complete and effective original written materials, copies or oral testimony necessary for issuing legal opinions and lawyers’ work reports;
5、 For the fact that the lawyer’s work report and legal opinion are very important and cannot be supported by independent evidence, our lawyer relies 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 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 individual to make any explanation or explanation on our lawyer’s work report and legal opinion;
8、 This legal opinion and lawyer’s work report are 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
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. 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 still need 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://www.gsxt.gov.cn./index.html ）By querying the relevant information of the issuer, as of the date of issuance of this supplementary legal opinion, the contents disclosed in “II. The issuer’s subject qualification for this issuance and listing” in the body of the lawyer’s work report and “II. The issuer’s subject qualification for this issuance and listing” in the body of the legal opinion have not changed.
To sum up, our lawyers believe that as of the date of issuance of this supplementary legal opinion, the issuer is a joint stock limited company established according to law and has continued to operate for more than three years, has the subject qualification for public offering of shares in the securities law, the company law and the administrative measures, and there are no relevant laws, regulations Circumstances requiring termination specified in normative documents and the articles of association.
3、 Substantive conditions for this issuance and listing
（1） The issuer’s issuance and listing meet the relevant conditions stipulated in the company law
1. After the verification of the articles of association of the issuer and the resolution of the second extraordinary general meeting of the issuer in 2020 on the issuance and listing, the type of shares to be issued by the issuer is RMB ordinary shares (A shares), with a par value of each share
