Shanghai jintiancheng law firm
About Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (II)
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 4 interpretation 6 text eight
1、 Approval and authorization of this offering and listing eight
2、 The issuer's subject qualification for this issuance and listing eight
3、 The issuer's substantive conditions for this issuance and listing eight
4、 Establishment of the issuer sixteen
5、 Independence of the issuer sixteen
6、 Sponsors, shareholders and actual controllers sixteen
7、 The share capital and evolution of the issuer eighteen
8、 Issuer's business nineteen
9、 Related party transactions and horizontal competition twenty-two
10、 The principal property of the issuer twenty-four
11、 Significant creditor's rights and debts of the issuer thirty-one
12、 Significant asset changes and mergers and acquisitions of the issuer thirty-three
13、 Formulation and amendment of the issuer's articles of Association thirty-three
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors thirty-four
15、 Directors, supervisors and senior managers of the issuer and their changes thirty-four
16、 Issuer's tax thirty-five
17、 The issuer's environmental protection, product quality, technical and other standards and others thirty-six
18、 Application of funds raised by the issuer forty-one
19、 The issuer's business development objectives forty-one
20、 Litigation, arbitration or administrative punishment forty-one
21、 Issues related to the capital increase and issuance of the original targeted raising company forty-two
22、 Evaluation of the legal risk of the issuer's prospectus forty-two
23、 Other matters to be explained forty-two
24、 Concluding observations forty-three
Shanghai jintiancheng law firm
About Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (II)
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").
For the purpose of this offering and listing, the exchange, 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, Checked and verified the relevant documents and existing facts of the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Accordingly, the legal opinion of Shanghai jintiancheng law firm on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as the "legal opinion") and the supplementary legal opinion of Shanghai jintiancheng law firm on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (I) have been issued 》(hereinafter referred to as "supplementary legal opinion (I)") and the lawyer work report of Shanghai jintiancheng law firm on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as "lawyer work report").
The lawyers of the firm conduct supplementary verification on the relevant legal matters of the issuer according to the existing or occurring business conditions and facts of the issuer from January 1, 2021 to June 30, 2021 (hereinafter referred to as the "supplementary matters period"), Issue the supplementary legal opinion of Shanghai jintiancheng law firm on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (II) (hereinafter referred to as the "supplementary legal opinion"). Meanwhile, the issuer's prospectus for initial public offering of shares of Shanghai Hongying Intelligent Technology Co., Ltd. (application draft) (hereinafter referred to as the "prospectus") has also been partially modified and changed, and the reporting period has been changed to 2018, 2019, 2020 and January June 2021, The firm and its lawyers have conducted supplementary verification and verification on the changes of major legal matters related to the issuance and listing of the issuer and the updated matters involved in the supplementary legal opinion (I) from the date of issuance of the lawyer's work report and legal opinion to June 30, 2021 or the date of issuance of the supplementary legal opinion, For the parts already expressed in the lawyer work report, legal opinion and supplementary legal opinion (I), this supplementary legal opinion will not be repeated.
Declaration matters
1、 Unless otherwise specified, the definitions, terms, names and abbreviations used in this supplementary legal opinion are the same as those in the lawyer work report, legal opinion and supplementary legal opinion (I). The matters stated by our lawyers in the legal opinion and supplementary legal opinion (I) are also applicable to this supplementary legal opinion, The contents in the legal opinion and supplementary legal opinion (I) that have not been modified by this supplementary legal opinion shall remain valid.
II The firm and its handling lawyers shall act in accordance with the securities law, the measures for the administration of law firms engaging in securities legal business (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) 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 (hereinafter referred to as "the rules for the preparation and reporting of No. 12") and other provisions, as well as the facts that have occurred or exist before the date of issuance of this supplementary legal opinion, have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this supplementary legal opinion 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. In this supplementary legal opinion and the legal opinion, supplementary legal opinion (I) and lawyer's work report issued for this issuance and listing, some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports are quoted, It 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 supplementary legal opinion, 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 supplementary legal opinion has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this supplementary legal opinion.
(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 this supplementary legal opinion 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 this supplementary legal opinion as a necessary legal document for the issuer's issuance and listing, report it 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 supplementary legal opinion in the prospectus by itself 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"), It is not allowed to cause legal ambiguity or misinterpretation due to quotation.
8、 This supplementary legal opinion 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 supplementary legal opinion in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry.
interpretation
In this supplementary legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings: jintiancheng, this office, this office refers to the issuer and company of Shanghai jintiancheng law firm, and hongyingzhi refers to Shanghai Hongying Intelligent Technology Co., Ltd
Hongying Co., Ltd. refers to Shanghai Hongying intelligent Co., Ltd., the predecessor of the issuer, which was changed into Shanghai Hongying Intelligent Technology Co., Ltd. in October 2020
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 the shareholder of the issuer
Shanghai Yuesheng refers to Shanghai Yuesheng Information Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hongying automation refers to Shanghai Hongying Automation Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hunan Yunlian refers to Hunan Yunlian Intelligent Control Electronic Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Huzhou Yueming refers to Huzhou Yueming Intelligent Equipment Co., Ltd., which is a wholly-owned subsidiary of the issuer
Songjiang branch refers to Songjiang branch of Shanghai Hongying Intelligent Technology Co., Ltd., which is the branch of the issuer
Shanghai Hongying Intelligent Technology Co., Ltd., Shanghai Yuesheng Information Technology Co., Ltd. and its subsidiaries, Shanghai Hongying Automation Technology Co., Ltd., Hunan Yunlian Intelligent Control Electronic Technology Co., Ltd. and Huzhou Yueming Intelligent Equipment Co., Ltd
Controlling shareholder and actual controller refer to Zhang Huahong, Zeng Hongying and Zeng Hui, the controlling shareholder and actual controller of the issuer
The shareholders who took shares within 12 months before the issuer submitted the application for this issuance and listing include Shanghai Yuehao enterprise management partnership (limited partnership), Sany Group Co., Ltd., Qingdao sunshine earth Investment Management Co., Ltd Zhenjiang Huixin phase III equity investment partnership (limited partnership), Shi Jianxiang
Shanghai Jindao Electronic Equipment Co., Ltd
Regulatory guidelines, shareholder letter refers to guidelines on the application of regulatory rules - Guidelines on the information disclosure of shareholders of enterprises applying for IPO
Accounting standards for business enterprises refers to accounting standards for Business Enterprises No. 36 - disclosure of related parties
This issuance refers to the issuer's initial public offering of no more than 18.36 million RMB common shares
This issuance and listing refers to the issuer's application for initial public offering of A-Shares and listing
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Counseling institution, recommendation institution, refers to Citic Securities Company Limited(600030) lead underwriter, Citic Securities Company Limited(600030)
Daxin certified public accountants, the issuer's accountant and the reporting accountant refer to the certified public accountants of Daxin Certified Public Accountants (special general partnership)
Referee document network refers to the referee document network（ https://wenshu.court.gov.cn./ ）
Executive information disclosure network refers to China executive information disclosure network（ http://zxgk.court.gov.cn./ ）
Enterprise credit network refers to the national enterprise credit information publicity system
（ http://www.gsxt.gov.cn./in
