Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
of
Supplementary legal opinion (III)
(updated version)
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.
October 2021
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
Supplementary legal opinion (III)
(updated version)
GLG / SZ / a3468 / FY / 2021-525 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, On April 29, 2021, the company issued the supplementary legal opinion (II) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (II)”).
The CSRC put forward supplementary feedback on the application documents for the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd., and asked the lawyers of the exchange to verify the relevant matters. Our lawyers checked the relevant issues in the supplementary feedback and issued the supplementary legal opinion (III) (updated version) of Guohao law firm on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “this supplementary legal opinion”) according to the verification.
Unless otherwise specified, the abbreviation used in this supplementary legal opinion is consistent with the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), and the interpretation is supplemented on this basis.
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 this supplementary legal opinion, the exchange 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 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 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. Is there any major violation of the administrative punishment imposed on the issuer and its subsidiaries
reply:
(I) the information on administrative penalties involved by the issuer and its subsidiaries in the last three years and the first issue is as follows:
Punishment object punishment organ punishment date punishment cause punishment content punishment Document No
No emergency environment
The emergency plan for Zhongshan Yuehai incident in January 2018 was approved
The Protection Bureau filed and rehearsed 10000 yuan [2018] No. 3 on June 18
Tiangong (consumer) fined Tianmen public security 4950 for failing to carry out the construction project in June 2018
2. Tianmen yuehaijue Zi (2018) No. fire brigade of the Fire Protection Bureau filed fire protection design on May 15, 2018, RMB
0055
Zhongshan environmental fine (yellow) environmental fine No. 3 in July 2018, the odor concentration in Zhongshan Guangdong sea exceeded the standard
Protection Bureau, June 30, 150000 yuan [2018] No. 41
Not set as specified
Yancheng City Emergency in 2020 9 fine 3750 (Suyan) emergency fine 4 Jiangsu Yuehai “limited space” corresponding
Safety warning sign (JPY [2020] No. 37) issued by the administration on March 3
1. For the first administrative penalty, according to Article 38 of the measures for emergency management of environmental emergencies, “If an enterprise or institution is under any of the following circumstances, the competent environmental protection department at or above the county level shall order it to make corrections and may impose a fine of not less than 10000 yuan but not more than 30000 yuan: (I) failing to carry out the risk assessment of environmental emergencies and determine the risk level in accordance with the regulations; (II) failing to carry out the investigation and treatment of potential environmental safety hazards and establish the investigation and treatment archives of potential hazards in accordance with the regulations; (III) Failing to file the emergency plan for environmental emergencies as required; (IV) failing to carry out emergency training for environmental emergencies as required and truthfully record the training; (V) failing to reserve necessary environmental emergency equipment and materials as required; (VI) failing to disclose information related to environmental emergencies as required.
”
Zhongshan Environmental Protection Bureau fined Zhongshan Yuehai 10000 yuan, which is a violation of point 3 “(III) failing to record the emergency plan for environmental emergencies as required”, and does not cause actual environmental harm, which is not a serious case.
On August 29, 2018, Huangpu branch of Zhongshan Environmental Protection Bureau, the competent authority of Zhongshan Yuehai environmental protection, issued the situation statement, “after our comprehensive on-site verification, the company has consciously fulfilled the above administrative punishment decision and paid all fines. The above punishment is not a major administrative punishment. The environmental protection problems of the company have been comprehensively and satisfactorily rectified.”
2. For the administrative penalty in Item 2, according to paragraph 2 of Article 58 of the fire protection law of the people’s Republic of China, “if the construction unit fails to report to the competent department of housing and urban rural construction for the record after acceptance in accordance with the provisions of this law, the competent Department of housing and urban rural construction shall order it to make corrections and impose a fine of less than 5000 yuan.”
The Tianmen Yuehai construction project has not been filed for fire protection design. The above violations are minor and the amount of fines is small, which is not a serious case.
On August 23, 2018, the fire brigade of Tianmen Public Security Bureau, the competent authority of Tianmen Yuehai fire control, issued the situation statement: the Bureau found that the company’s construction projects had not been recorded in the fire protection design during the inspection on May 29, 2018, and was fined 4950 yuan by the Bureau. The company has paid all the fines, The violation has been rectified, and the administrative penalty is not a major administrative penalty.
3. For the third administrative penalty, According to Article 99 of the law of the people’s Republic of China on the prevention and control of air pollution: “Whoever, in violation of the provisions of this law, commits one of the following acts shall be ordered by the competent department of ecological environment of the people’s government at or above the county level to make corrections or restrict production or stop production for rectification, and shall also be fined not less than 100000 yuan but not more than 1 million yuan; if the circumstances are serious, he shall be reported to the people’s government with the power of approval and ordered to suspend business or close down: (I) discharging air pollutants without obtaining a pollutant discharge license according to law; (II) discharging air pollutants in excess of the standards for the discharge of air pollutants or exceeding the targets for the total discharge control of major air pollutants; (III) discharging air pollutants by evading supervision. ” According to the provisions of the discretionary standard of “violation of general provisions on environmental protection” in the quantitative standard of administrative penalty discretion of Zhongshan Ecological Environment Bureau, “1. The punishment shall be carried out in accordance with item (II) of Article 83 of the law of the people’s Republic of China on the prevention and control of water pollution, item (II) of Article 99 of the law of the people’s Republic of China on the prevention and control of air pollution, article 70 of the regulations of Guangdong Province on the prevention and control of air pollution and paragraph 2 of Article 66 of the regulations of Guangdong Province on environmental protection, and shall be determined with reference to the following standards: (1) Exceeding the standard or exceeding the total amount by less than one time (including one time) or exceeding the standard of one pollutant factor: if the illegal act has been stopped or corrected, a fine of 100000-150000 yuan shall be imposed; If he refuses to stop or correct the illegal act, he shall be fined 160000-200000 yuan; Those who cause great social impact or have other serious circumstances shall be fined 210000-250000 yuan. “
Zhongshan Environmental Protection Bureau fined Zhongshan Yuehai 150000 yuan. The amount of the fine belongs to the lowest level, and the amount of the fine is less than 210000. It does not belong to the situation that has a great social impact or other serious circumstances.
The Huangpu branch of Zhongshan Environmental Protection Bureau, the competent authority of Zhongshan Yuehai environmental protection, issued a “situation statement” on August 29, 2018: “after our comprehensive on-site verification, the company has consciously fulfilled the above administrative punishment decision and paid all fines. The above punishment is not a major administrative punishment. The environmental protection problems of the company have been fully and qualified rectified.” Therefore, the above administrative punishment of the company does not belong to major administrative punishment.
4. Needle
