Shanghai jintiancheng law firm
About Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (IV)
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
catalogue 1. Declaration matters 4 interpretation six
Question 1 eight
Question 2 one hundred and eighty-three
Question 3 two hundred and two
Question 4 two hundred and eight
Question 5 two hundred and fourteen
Question 10 two hundred and thirty-two
Shanghai jintiancheng law firm
About Shanghai Hongying Intelligent Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (IV)
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 this offering and listing, The exchange has issued 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 Lawyer work report of Shanghai jintiancheng law firm on the IPO and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as “lawyer work report”)
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)”) supplementary legal opinion (II) of Shanghai jintiancheng law firm on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”) Shanghai jintiancheng law firm’s supplementary legal opinion (III) on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (hereinafter referred to as “supplementary legal opinion (III)”) and Shanghai jintiancheng law firm’s lawyer work report on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd (hereinafter referred to as “lawyer work report”).
In view of the requirements of the letter on requesting Shanghai Hongying Intelligent Technology Co., Ltd. to make preparations for the IEC meeting (hereinafter referred to as the “letter on the preparation for the IEC meeting”) issued by the China Securities Regulatory Commission on December 24, 2021, 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, After careful verification of relevant matters, the supplementary legal opinion of Shanghai jintiancheng law firm on the initial public offering and listing of Shanghai Hongying Intelligent Technology Co., Ltd. (IV) (hereinafter referred to as the “supplementary legal opinion”) is issued on the relevant matters involved in this issuance and listing, To revise or supplement the contents disclosed in the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and lawyer work report accordingly.
Declaration matters
1、 Unless otherwise specified, the definitions, terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and lawyer work report, The matters stated by our lawyers in the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) are also applicable to this supplementary legal opinion, The contents in the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) 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 lawyer’s work report issued for this issuance and listing (hereinafter referred to as the lawyer’s work report), 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, our firm and our lawyer refer to the issuer and company of Shanghai jintiancheng law firm, and Hongying intelligent 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
Sany group refers to Sany Group Co., Ltd., which is the shareholder of the issuer
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) refers to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) and its subsidiaries
Sunward Intelligent Equipment Co.Ltd(002097) refers to Sunward Intelligent Equipment Co.Ltd(002097) and its subsidiaries
Weichai Lovol heavy industry refers to Weichai LOVOL Heavy Industry Co., Ltd. and its subsidiaries
Aerospace Science and industry refers to China Aerospace Science and Industry Group Co., Ltd. and its subsidiaries
Aerospace Hi-Tech Holding Group Co.Ltd(000901) refers to China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. and its subsidiaries
Shanghai Hongying Intelligent Technology Co., Ltd., Shanghai Yuesheng Information Technology Co., Ltd., the issuer and their subsidiaries refer to haihongying 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
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
The first prospectus of Shanghai Hongying Intelligent Technology Co., Ltd. prepared by the issuer for this offering and listing refers to
Prospectus for secondary public offering and listing (draft application)
The “lawyer work report of Shanghai jintiancheng law firm” issued by the exchange for the issuer’s issuance and listing refers to the legal work report of Shanghai Hongying Intelligent Technology Co., Ltd. on initial public offering and listing
The legal opinion issued by Shanghai jintiancheng law firm for the issuer’s IPO refers to the legal opinion of Shanghai Hongying Intelligent Technology Co., Ltd. on the initial public offering and listing of shares
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for initial public offering and listing (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2020)
Refers to the laws, administrative regulations, administrative rules and normative documents of the people’s Republic of China that are currently promulgated and take effect
piece
The reporting period refers to 2018, 2019, 2020 and January June 2021
China / the people’s Republic of China, only for the purpose of this supplementary legal opinion, excluding the common people’s Republic of China
Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: if there is any difference between the total amount and each individual item in this supplementary legal opinion
