Shanghai jintiancheng law firm
About Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
Lawyer work report
Address: 11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
catalogue
Declaration matters 1 Introduction four
1、 Introduction to law firm four
2、 Profile of the signing lawyer four
3、 The production process of lawyer work report and legal opinion 5 interpretation 7 text ten
1、 Approval and authorization of this offering and listing ten
2、 The issuer's subject qualification for this issuance and listing fifteen
3、 The issuer's substantive conditions for this issuance and listing sixteen
4、 Establishment of the issuer twenty-three
5、 Independence of the issuer twenty-nine
6、 Sponsors, shareholders and actual controllers thirty-one
7、 The share capital of the issuer and its evolution fifty
8、 Issuer's business sixty-four
9、 Related party transactions and horizontal competition sixty-six
10、 The principal property of the issuer seventy-eight
11、 Significant creditor's rights and debts of the issuer eighty-seven
12、 Significant asset changes and mergers and acquisitions of the issuer eighty-nine
13、 Formulation and amendment of the issuer's articles of Association ninety
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors ninety-one
15、 Directors, supervisors and senior managers of the issuer and their changes ninety-three
16、 Issuer's tax ninety-six
17、 The issuer's quality, technical and other product protection standards one hundred
18、 Application of funds raised by the issuer one hundred and ten
19、 The issuer's business development objectives one hundred and twelve
20、 Litigation, arbitration or administrative punishment one hundred and thirteen
21、 Issues related to the capital increase and issuance of the original targeted raising company one hundred and fourteen
22、 Evaluation of the legal risk of the issuer's prospectus one hundred and fourteen
23、 Other matters to be explained one hundred and fourteen
24、 Concluding observations one hundred and sixteen
Shanghai jintiancheng law firm
About Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
Lawyer work report
Case No.: 01f20204065 to: Shanghai Hongying Intelligent Technology Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as "the issuer" or "the company" or "Hongying intelligent"), and according to the lawyer employment contract signed between the issuer and the firm, As a special legal adviser for the issuer's initial public offering and listing (hereinafter referred to as "this offering and listing").
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law"), the measures for the administration of initial public offering and listing (hereinafter referred to as the "administrative measures") and other relevant laws, regulations and normative documents, Issue this lawyer's work report on matters related to this issuance and listing.
Declaration matters
1、 The firm and its handling lawyers shall, in accordance with the securities law, the measures for the administration of securities legal business of law firms (hereinafter referred to as the "measures for the administration of securities legal business") and the rules for the practice of securities legal business of law firms (for Trial Implementation) In accordance with the provisions of laws, regulations and normative documents such as the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance (hereinafter referred to as the "rules for the preparation and reporting of No. 12") and the facts that have occurred or exist before the date of issuance of this lawyers' work report, they have strictly performed their statutory duties, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this lawyer's work report are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this lawyer's work report and the legal opinion issued for this issuance and listing (hereinafter referred to as "legal opinion") does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this lawyer's work report, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations and normative documents when such events occur.
4、 The issuance of this lawyer's work report has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue the lawyer's work report.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. 5、 For the fact that the lawyer's work report is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units. 6、 The exchange agrees to take the lawyer's work report and legal opinion as the necessary legal documents for the issuer's issuance and listing, report them together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the issuer may quote some or all of the contents of this lawyer's work report in the prospectus or in accordance with the examination requirements of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). However, when the issuer makes the above quotation, It is not allowed to cause legal ambiguity or misinterpretation due to quotation.
8、 This lawyer's work report is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers issue this lawyer's work report in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
introduction
1、 Introduction to law firm
Shanghai Jin Tian Cheng law firm was established in April 1999. It is registered as the 11 and 12 tier of Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai. It is the largest partnership law firm in Shanghai. It also operates branches in twenty-one major cities in mainland China (Beijing, Shenzhen, Hangzhou, Suzhou, Nanjing, Chengdu, Chongqing, Taiyuan, Qingdao, Xiamen, Xiamen, Xiamen, Tianjin, Chinese mainland, Hangzhou, China, Hong Kong, China, Hong Kong, China, Hong Kong, China, Hong Kong, China, Hong Kong, China, and city). It has branches in London, UK and Seattle, USA.
The exchange mainly provides litigation and non litigation businesses related to direct investment, securities and futures, financial banks, corporate mergers and acquisitions, intellectual property and technology transfer, real estate, taxation and labor relations, and has professional qualification certificates issued by the Ministry of justice of the people's Republic of China, Shanghai Municipal Bureau of Justice and other government agencies, It is a comprehensive law firm that can provide all-round legal services for our customers.
Our service tenet: high quality, high efficiency, integrity and dedication. By bringing together the top talents in the legal industry, the Institute can formulate high-level legal solutions and provide efficient legal services for customers at home and abroad in a rapidly changing business environment. Since its establishment, the Institute has been listed as one of the top legal service providers in China by the Ministry of justice, local judicial bureaus, bar associations, internationally renowned legal media and authoritative rating agencies for many times. 2、 Brief introduction of signing lawyer
Lawyer Bao Fangzhou is a senior partner of the Institute and has successively obtained a bachelor's degree in law from East China University of political science and law and a master's degree in law from Shanghai Academy of social sciences. Passed the lawyer qualification examination and obtained the practice certificate of full-time lawyer. Lawyer Bao Fangzhou has provided securities legal services for Semiconductor Manufacturing International Corporation(688981) , Espressif Systems (Shanghai) Co.Ltd(688018) , Shanghai Fudan Microelectronics Group Co.Ltd(688385) Zi, Shanghai International Airport Co.Ltd(600009) , Shanghai Zhangjiang Hi-Tech Park Development Co.Ltd(600895) , Wonders Information Co.Ltd(300168) , Lingguang industry, Jiangsu Sinojit Wind Energy Technology Co.Ltd(601218) , Qumei shares, Jiangsu Boamax Technologies Group Co.Ltd(002514) , the third five year plan Internet, Queclink Wireless Solutions Co.Ltd(300590) and other enterprises. He has been engaged in securities legal business for the last three years.
Lawyer Lou Chunhan is a partner of the firm and has successively obtained a bachelor's degree in law from Central South University of economics and law and a master's degree in law from East China University of political science and law. Passed the lawyer qualification examination and obtained the practice certificate of full-time lawyer. Lawyer Lou Chunhan has provided securities legal services for Shanghai Fudan Microelectronics Group Co.Ltd(688385) Zi, Lingguang industry, Wonders Information Co.Ltd(300168) , Shanghai Chinafortune Co.Ltd(600621) and other enterprises, and has been engaged in securities legal business continuously in the past three years.
Lawyer Yu Ning is a full-time lawyer of the Institute and obtained a Bachelor of law degree from East China University of political science and law. Passed the lawyer qualification examination and obtained the practice certificate of full-time lawyer. Lawyer Yu Ning has provided securities legal services for Fosun high tech, Fudi group, Shanghai Yuyuan Tourist Mart (Group) Co.Ltd(600655) , Hainan Mining Co.Ltd(601969) , Suning finance and other enterprises, and has been engaged in securities legal business for the last three years. 3、 Preparation process of lawyer work report and legal opinion
In order to do a good job in the lawyer service of this issuance and listing, the bourse appointed the handling lawyer to the location of the issuer in August 2020. In accordance with the company law, the securities law, the administrative measures, the administrative measures for securities legal business, other laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the issuer's documents and facts related to the issuance and listing, On this basis, we will prepare legal opinions and this lawyer's work report. The above work process of our lawyers includes:
1. Communication phase. It mainly refers to the two-way communication between our lawyers and the issuer. Our lawyers introduce the status, role, work contents and steps of lawyers in this stock issuance and listing to the issuer, and require the issuer to assign special personnel to cooperate with our lawyers.
2. Inspection stage. In accordance with the provisions of relevant laws, regulations and normative documents, our lawyers have prepared an inspection plan and conducted a comprehensive inspection of the facts related to the issuer's issuance and listing according to the plan, so as to fully understand the legal situation of the issuer and the legal risks and problems it faces, and discuss whether the issuer complies with the company law, securities law and other laws Make analysis and judgment on the regulations and normative documents as well as the conditions for this issuance and listing stipulated by the CSRC. In this stage, the company has conducted sufficient research and demonstration with the sponsor and other intermediaries on the problems found in the work and the problems put forward by the Issuer on its own initiative, put forward disposal and standardization plans according to law, and assist the issuer in solving them.
In the process of inspection, our lawyers mainly adopted various inspection and verification methods such as face-to-face interview, on-the-spot investigation, written examination, inquiry and review, so as to fully understand the legal facts of the issuer. As for some important facts that cannot be supported by independent evidence, our lawyers checked with relevant government departments, major shareholders of the issuer, other relevant units or relevant persons, and required the issuer and relevant parties to issue information statements, statements and supporting documents.
For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions and other public institutions, our lawyers have fulfilled the relevant duty of care required by Article 14 of the measures for the administration of securities legal business, and take the above documents as the basis for issuing legal opinions.
3. Drafting stage. According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the Compilation Rules No. 12, the lawyers of the firm summarize the completed inspection work, prepare and issue legal opinions and the lawyer's work report according to the situation of the issuer.
As of the date of issuance of this lawyer's work report, the handling lawyer assigned by the exchange has carried out relevant work in the place where the issuer is located, and the cumulative working time is about 180 working days.
interpretation
In this lawyer's work report, unless the context otherwise requires, the following words or abbreviations have the following meanings: jintiancheng, the exchange and the issuer
Refers to Shanghai jintiancheng law firm
Lawyer, issuer, company, hongyingzhi
Refers to Shanghai Hongying Intelligent Technology Co., Ltd
can
Shanghai Hongying intelligent Co., Ltd., the predecessor of the issuer, changed the overall index of Hongying intelligent Co., Ltd. in October 2020
Shanghai Hongying Intelligent Technology Co., Ltd
Hantai venture capital refers to Shanghai Hantai venture capital partnership (limited partnership), which is the shareholder of the issuer
Shanghai Yuehao refers to Shanghai Yuehao enterprise management partnership (limited partnership), which is the shareholder of the issuer
Sany group refers to Sany Group Co., Ltd., which is the shareholder of the issuer
Dadi investment refers to Qingdao sunshine Dadi Investment Management Co., Ltd., which is the shareholder of the issuer
Zhenjiang Huixin refers to Zhenjiang Huixin phase III equity investment partnership (limited partnership), which is issued by
