Beijing Guofeng law firm
On Jiangyin advertised Auto Parts Co., Ltd. applying for initial public offering and listing on the gem
Legal opinion
Gflzz [2020] an282-1
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
catalogue
interpretation…… 2 I. approval and authorization of this issuance and listing 8 II. The issuer’s subject qualification for this issuance and listing 8 III. substantive conditions for this offering and listing 8 IV. establishment of the issuer 11 v. independence of the issuer Vi. initiator or shareholder (actual controller) of the issuer 11 VII. Share capital and evolution of the issuer VIII. Business of the issuer 9. Related party transactions and horizontal competition 13 X. main property of the issuer 16 Xi. Major creditor’s rights and debts of the issuer 16 XII. Major asset changes and mergers and acquisitions of the issuer 17 XIII. Formulation and amendment of the articles of association of the issuer 18 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 18 XV. Directors, supervisors and senior managers of the issuer and their changes XVI. Tax of the issuer 19 XVII. Environmental protection, product quality and technical standards of the issuer 20 XVIII. Application of funds raised by the issuer 21 XIX. Business development objectives of the issuer 21 XX. Litigation, arbitration or administrative punishment 21. Evaluation of the legal risk of the issuer’s prospectus 23. Relevant commitments and binding measures involved in this offering and listing 24. Other issues that our lawyers think need to be explained 24. Concluding comments twenty-four
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The issuer, pivot, refers to Jiangyin Biao Auto Parts Co., Ltd., a joint stock limited company wholly changed and established by Jiangyin Biao Auto Parts Co., Ltd. on September 27, 2017
Biao Co., Ltd. refers to Jiangyin Biao Auto Parts Co., Ltd., established on July 29, 2009, which is the predecessor of the issuer
Advertised network refers to Jiangyin advertised Network Technology Co., Ltd., which is the shareholder of the issuer
Fuerxin consulting refers to Jiangyin fuerxin consulting service enterprise (limited partnership), which is the shareholder of the issuer
Flaunting trade refers to Jiangsu flaunting Trade Co., Ltd., which is the shareholder of the issuer
Shique investment refers to Shanghai Shique Investment Management Co., Ltd., which is the shareholder of the issuer
Jiadexi refers to Jiangyin jiadexi Trading Co., Ltd., a former subsidiary of the issuer
Advertised auto decoration refers to Jiangyin advertised auto decoration Co., Ltd., which is a former subsidiary of the issuer
Jinbang trading refers to Jiangyin Jinbang Trading Co., Ltd., which is a related party of the issuer
Hanyang new material refers to Jiangsu Hanyang New Material Technology Co., Ltd., which is a related party of the issuer
Qiming electronics refers to Jiangyin Qiming Electronic Technology Co., Ltd., which is a related party of the issuer
Biao new material refers to Jiangsu Biao decoration new material Co., Ltd. (Code: 830911), which is an affiliated party of the issuer
Flaunting coating refers to Jiangyin flaunting coating Co., Ltd., which is an affiliated party of the issuer
Mona beauty products refers to Jiangyin Mona beauty products Co., Ltd., which is a related party of the issuer
Yeluzhi refers to Wuxi yeluzhi Cosmetics Co., Ltd., which is a related party of the issuer
Advertised cosmetics refers to Wuxi advertised Cosmetics Co., Ltd., which is an affiliated party of the issuer
Banjiusheng refers to Wuxi banjiusheng Trading Co., Ltd., which is a related party of the issuer
Jinding investment refers to Jiangyin Jinding Investment Co., Ltd., which is a related party of the issuer
Junhu trading refers to Jiangyin Junhu Trading Co., Ltd., which is a related party of the issuer
Yehua plastic refers to Jiangyin Yehua Plastic Co., Ltd., which is a related party of the issuer
Advertised plastic refers to Jiangyin advertised plastic products Co., Ltd., which is an affiliated party of the issuer
Shuoyu new energy refers to Jiangyin shuoyu New Energy Technology Co., Ltd., which is a related party of the issuer
Zhonghao new energy refers to Suzhou Zhonghao new energy investment management center (limited partnership), a former related party of the issuer
PYM auto refers to Jiangyin PYM Auto Parts Co., Ltd., which is a former related party of the issuer
Hongruixin refers to Jiangyin hongruixin Investment Co., Ltd., which was renamed Jiangyin hongruixin Auto Parts Co., Ltd. on January 2, 2020. It is a former related party of the issuer
Shanghai Pudong Development Bank Co.Ltd(600000) means Shanghai Pudong Development Bank Co.Ltd(600000)
Bank Of Communications Co.Ltd(601328) refers to Bank Of Communications Co.Ltd(601328)
Jiangyin rural commercial bank refers to Jiangsu Jiangyin Rural Commercial Bank Co.Ltd(002807)
Aft means aftautomotive GmbH, a supplier of the issuer
“Three meetings” refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
This issuance and listing refers to the issuer’s application for an initial public offering of 22.5 million RMB ordinary shares and listing on the gem
The reporting period refers to 2017, 2018, 2019 and January June 2020
Recommendation institution, China Securities Co.Ltd(601066) refers to China Securities Co.Ltd(601066)
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Zhongtian appraiser refers to Jiangsu Zhongtian Assets Appraisal Office Co., Ltd., which was renamed Jiangsu Zhongqi huazhongtian Assets Appraisal Co., Ltd. in December 2017
Beijing Guofeng law firm
“Prospectus” refers to the prospectus (application draft) of Jiangyin Biao Auto Parts Co., Ltd. for initial public offering and listing on GEM prepared by the issuer for this offering and listing
The “audit report” issued by Dahua Certified Public Accountants on September 5, 2020 refers to the “audit report of Jiangyin biaobao Auto Parts Co., Ltd. [2020] No. 0012536”
The “internal control report” issued by Dahua Certified Public Accountants on September 5, 2020 refers to the “internal control assurance report of Jiangyin advertised Auto Parts Co., Ltd. [2020] No. 007068”
The 2017 capital verification report issued by Lixin Certified Public Accountants on the overall change of the capital contributions of the promoters of the joint stock company refers to the capital verification report “xksbz [2017] No. za16218” issued on September 27, 2017
“Capital verification review report” refers to the “dahuahe Zi [2020] No. 001508” capital verification review report issued by Dahua Certified Public Accountants on May 10, 2020
The articles of association and company seal of the issuer refer to the articles of association of Jiangyin flaunting Auto Parts Co., Ltd
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of registration refer to the measures for the administration of the registration of the initial public offering of shares on the gem (for Trial Implementation), the measures for the administration of securities legal business refer to the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation)
The Compilation Rules No. 12 refers to the Compilation Rules for information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work reports on public securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Fund industry association refers to China Securities Investment Fund Industry Association
Administration for Industry and Commerce / Municipal Supervision Bureau refers to the Administration for Industry and Commerce / market supervision administration
Enterprise publicity system refers to the national enterprise credit information publicity system
China and territory refer to the people’s Republic of China, which is only for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan refers to RMB unless otherwise specified
Note: in this legal opinion, if the total is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.
Beijing Guofeng law firm
About Jiangyin Biao Auto Parts Co., Ltd
Applying for IPO and listing on GEM
Legal opinion
Gflzz [2020] an282-1
To: Jiangyin Biaobang Auto Parts Co., Ltd. (issuer)
According to the lawyer service agreement signed between the exchange and the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser of the issuer for this issuance and listing.
In accordance with the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business, the rules for the practice of securities legal business and other relevant laws, administrative regulations, rules and normative documents, as well as the relevant provisions of the CSRC and the stock exchange, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue this legal opinion on the issue and listing of the issuer.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers only express legal opinions on the legal issues related to this issuance and listing, on the facts that have occurred or exist before the issuance date of this legal opinion, and only in accordance with the current effective laws, administrative regulations, rules, normative documents of China and the relevant provisions of the CSRC and the stock exchange, and do not express legal opinions in accordance with any laws outside China, Where it is necessary to invoke overseas laws, the legal opinions provided by legal service institutions outside China shall be quoted;
2. In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, our lawyers have strictly performed their statutory duties for the facts that have occurred or exist before the date of issuance of this legal opinion, followed the principles of diligence and good faith, and conducted sufficient inspection to ensure that the facts identified in the legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities;
3. Our lawyer agrees to submit this legal opinion as a necessary legal document for the issuer to apply for this issuance and listing together with other materials; The lawyer of the exchange agrees that the issuer may quote the relevant contents of this legal opinion and the lawyer’s work report in the legal documents prepared by the issuer for the purpose of applying for this issuance and listing or in accordance with the requirements of the examination authority, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation;
4. The contents listed in this legal opinion are the concluding opinions of the Issuer on legal issues related to this issuance and listing; The factual materials, inspection principles, inspection methods, inspection contents, inspection process, inspection results, relevant national regulations and necessary documents related to the contents listed in this legal opinion are detailed in the lawyer’s work report issued by our lawyer for the issuer’s issuance and listing;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on relevant government departments and judicial organs
