Beijing JUNHE law firm
On issuing A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021
Supplementary legal opinion (I)
February, 2002
catalogue
Question 3.1 about project content 4 question 3.2 about project implementation eleven
About Geovis Technology Co.Ltd(688568)
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (I)
Geovis Technology Co.Ltd(688568) ：
Beijing JUNHE law firm (hereinafter referred to as “the firm”) accepts the entrustment of Geovis Technology Co.Ltd(688568) (hereinafter referred to as “the issuer”) and appoints a lawyer (hereinafter referred to as “the lawyer of the firm” or “we”) in the capacity of special legal counsel to issue A-Shares to specific objects in 2021 (hereinafter referred to as “the offering”), On December 13, 2021, the legal opinion on issuing A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 (hereinafter referred to as the legal opinion) and the lawyer’s work report on issuing A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 (hereinafter referred to as the lawyer’s work report) were issued, which are collectively referred to as the above legal opinion “Lawyer’s documents issued”).
According to the inquiry letter on the examination of Geovis Technology Co.Ltd(688568) application documents for issuing shares to specific objects (szkss (refinancing) [2022] No. 6) (hereinafter referred to as the “inquiry letter”) issued by the listing examination center of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on January 11, 2022, In accordance with the requirements of the inquiry letter, the exchange is now issuing the supplementary legal opinion (I) on the issuance of A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 (hereinafter referred to as the “supplementary legal opinion”).
For the purpose of issuing this supplementary legal opinion, in accordance with the relevant provisions of relevant Chinese laws, regulations and normative documents, and on the basis of the facts on which the lawyer’s documents have been issued, our lawyers conducted supplementary investigation on the facts involved in issuing this supplementary legal opinion, and inquired and discussed relevant matters with the relevant personnel of the issuer, Obtained the certificates and documents obtained by the issuer and provided to our lawyers. In order to issue this supplementary legal opinion, our lawyers have reviewed the relevant documents and copies provided by the issuer, and based on the following guarantees made by the issuer to our lawyers: (1) the issuer has provided all the original written materials, copies or instructions necessary for issuing this supplementary legal opinion without any omission or concealment; (2) The original written materials, copies or descriptions provided by the issuer are true, accurate and complete; (3) The originals of relevant documents have not been revoked by relevant government departments within their validity period, and are held by their respective legal holders on the date of issuance of this supplementary legal opinion; (4) The documents provided by the issuer and the signatures and seals on the documents are true; (5) The duplicate materials or copies provided by the issuer are completely consistent with the original. For the fact that the issuance of this supplementary legal opinion is very important and cannot be supported by independent evidence, the bourse relies on the supporting documents issued by relevant government departments, the issuer or other relevant institutions and the explanation / confirmation issued by the issuer to the bourse.
This supplementary legal opinion is a supplement to the lawyer’s documents issued. Unless otherwise specified in the context, the terms, definitions and abbreviations used in this supplementary legal opinion have the same meanings as those used in the issued lawyer’s documents. All statements made in the lawyer’s documents issued by the office are also applicable to this supplementary legal opinion.
This supplementary legal opinion shall come into force after being signed by the handling lawyer of the exchange and stamped with the official seal of the exchange, and shall only be used by the issuer for the purpose of this issuance, and shall not be used for any other purpose. The exchange agrees that the issuer will take this supplementary legal opinion as an integral part of its application documents for this issuance, report it together with other application materials for this issuance, and bear the responsibility for this supplementary legal opinion according to law.
In accordance with the requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have reviewed and verified the documents and relevant facts provided by the issuer, and hereby issue this supplementary legal opinion as follows:
Question 3.1 about project content
According to the application documents, (1) the total amount of funds raised by the issuer by issuing shares to specific objects this time does not exceed RMB 1550 million (including this amount), of which geovis online online digital earth construction project plans to invest RMB 13000 million. Its system architecture mainly includes digital earth supercomputer, intelligent data factory, space-time big data service (DAAS) Spatiotemporal analysis cloud platform service (PAAS) and online digital earth service (SaaS); (2) About 1 billion yuan is planned to be invested in this raised investment project for real estate construction and the purchase of fixed assets and intangible assets; The construction of the R & D center involves the purchase of land and the construction of new buildings, with an investment of 460 million yuan. At the same time, it is planned to build 12000 square meters of comprehensive living facilities for employees; (3) The construction of intelligent data factory and online digital earth R & D involve basic data procurement of 280 million yuan, data processing equipment of 130 million yuan, hardware equipment procurement of 50 million yuan, R & D personnel salary of 201.73 million yuan and technical achievement procurement of 41 million yuan; Other inputs include market promotion of RMB 90 million.
reply:
1、 Responses to questions
(I) the issuer and its holding subsidiaries and joint-stock companies are not real estate development enterprises and do not hold the qualification to engage in real estate development and operation business
According to the relevant provisions of the law of the people’s Republic of China on the administration of urban real estate, real estate development enterprises refer to enterprises engaged in real estate development and operation for the purpose of profit.
According to the relevant provisions of the regulations on the administration of urban real estate development and operation, real estate development and operation refers to the behavior of real estate development enterprises in carrying out infrastructure construction and housing construction on the state-owned land in the urban planning area, and transferring real estate development projects or selling and renting commercial houses.
According to the relevant provisions of the provisions on the administration of the qualification of real estate development enterprises, real estate development enterprises shall apply for verification of enterprise qualification registration in accordance with the provisions; Enterprises that have not obtained the qualification certificate for real estate development shall not engage in real estate development and operation.
According to the documents provided by the issuer, the instructions of the issuer and the verification of the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer and its holding subsidiaries and joint-stock companies are not involved in real estate development and business activities for profit, and do not belong to the “real estate development enterprise” under the above provisions, Not holding relevant qualifications for real estate development and operation.
(II) the business scope of the issuer and its holding subsidiaries and joint-stock companies does not include real estate development and operation
According to the current valid business license of the issuer and its holding subsidiaries and joint-stock companies and verified by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the business scope of the issuer and its holding subsidiaries and joint-stock companies is as follows:
Relationship between company name and issuer business scope
number
Technology development, technology transfer, technical consultation and technical services; Sell self-developed products, mechanical equipment, computers, software, auxiliary equipment and electronic products; Import and export of goods, technology and agent import and export; Computer information system integration service; Manufacturing of complete computers (except for the generation and manufacturing links of high pollution and high-1 issuers – environmental risks). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies Move.)
General project: software development; Big data services; Information system integration service; Information technology consulting services; Information system operation and maintenance services; Software outsourcing services; Geographic remote sensing information service; Satellite remote sensing data processing; Integration of satellite remote sensing application system; Integration of satellite navigation multi-mode enhanced application service system; Integrated application system integration of satellite technology; Network and information security software development; Data processing and storage support services; Internet of things technology services; Energy and water system development of the wholly-owned subsidiary of zhi2 Xingtu space; Basic software development of artificial intelligence; Development of artificial intelligence application software; Artificial intelligence theory and algorithm software development; Artificial intelligence public data platform; Artificial intelligence public service platform; Basic resources and technology platform of artificial intelligence; General application system of artificial intelligence; Artificial intelligence industry application system. (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: Surveying and mapping services. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
Technology development, technology promotion, technology transfer, technical consultation and technical services; Computer system services; Data processing; Basic software services; Application software services; Sales of electronic products, communication equipment, computers, software and auxiliary 3 Aerospace open source wholly-owned subsidiary equipment. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
General items: satellite technology integrated application system integration; System integration of satellite remote sensing application 4 satellite map earth’s wholly-owned subsidiary; Satellite remote sensing data processing; Integration of satellite navigation multi-mode enhanced application service system; IC chip design and services; Emerging energy technology
Relationship between company name and issuer business scope
number
Technology research and development; Application system integration services in artificial intelligence industry; Basic resources and technology platform of artificial intelligence; Internet of things application services; Information system integration service; Big data services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Software sales; Software development; Manufacturing of computer software, hardware and peripheral equipment; Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment; Non residential real estate leasing; Leasing of computer and communication equipment; Science popularization service; Information technology consulting services; Enterprise management consulting; Brand management; Import and export of goods; Technology import and export; Import and export agent
