About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11&12F., Taiping finance tower, 6001 Yitian Road, Futian, Shenzhen, China Tel. (0755) 8826 5288 fax.: (0755) 8826 5537
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
Xinda Zaiyi Zi [2021] No. 001-1 to: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Guangdong Xinda law firm (hereinafter referred to as “Xinda”) has accepted the entrustment of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) (hereinafter referred to as “the issuer”) to provide special legal advisory services for the issuer’s public issuance of convertible corporate bonds, and has issued the lawyer’s work report on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (hereinafter referred to as “the original lawyer’s work report”) Legal opinion on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (hereinafter referred to as “the original legal opinion”). Now, lawyer Xinda has checked the matters that may affect the original lawyer’s work report and the original legal opinion in the issuer’s business operation after the issuance of the original lawyer’s work report and the original legal opinion, and issued this supplementary legal opinion.
Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted supplementary verification and verification on the legitimacy, authenticity and accuracy of the issuer’s relevant business activities and the issuance application, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion. This supplementary legal opinion must be used together with the original lawyer work report and the original legal opinion. The contents of the original lawyer work report and the original legal opinion that have not been modified by this supplementary legal opinion are still valid. The matters stated by Xinda lawyer in the original lawyer work report and the original legal opinion and the abbreviations used are still applicable to this supplementary legal opinion.
catalogue
1、 Legal opinions on changes in relevant matters of the issuer 41. The issuer’s subject qualification for this offering 42. The substantive conditions of this offering 43. Issuer independence 54. Related party transactions of the issuer 55. The principal property of the issuer 56. Significant creditor’s rights and debts of the issuer 107. Tax situation of the issuer 138. The issuer’s environmental protection, product quality, technology and other standards 149. Litigation, arbitration and administrative punishment of the issuer 1610. Evaluation of the legal risk of the issuer’s prospectus 17 II. Concluding observations seventeen
interpretation
The abbreviations used in this supplementary legal opinion have the same meanings as those used in the original lawyer work report and the original legal opinion, unless otherwise explained / explained by the following words with changed meanings or context:
Abbreviation full name or meaning
The 2021 semi annual report refers to the 2021 semi annual report of Shenzhen Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) Co., Ltd. announced by the Issuer on the website of Shenzhen Stock Exchange on August 26, 2021
The reporting period refers to another three-year period in 2018, 2019, 2020 and January June 2021
Hebei branch refers to Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) Hebei Branch
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1、 Legal opinions on changes in relevant matters of the issuer 1 The issuer’s subject qualification for this issuance 1.1 Issuer’s subject qualification
After verification by Xinda lawyer, the issuer is a joint stock limited company established in accordance with the law, which has publicly issued RMB common shares and listed on the Shenzhen Stock Exchange, with the stock code of 002989. As of the issuance date of this supplementary legal opinion, the issuer holds the business license with the unified social credit code of 91440300724738801e issued by Shenzhen market supervision administration on July 15, 2020.
As of the issuance date of this legal opinion, the issuer has established a new Hebei branch in addition to five branches in Sichuan, Guangzhou, Chongqing, Yunnan and Shaanxi. Hebei Branch was established on August 16, 2021. The person in charge is Liao Tielin. Its business scope is: Construction of Building Decoration Engineering: building decoration design; Sales of building materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). The registered address is 1.2, No. 820, unit 6, blocks a to F, Haiyue Tiandi shopping plaza, No. 66, Yuhua West Road, Qiaoxi District, Shijiazhuang City, Hebei Province The issuer exists effectively according to law
According to the confirmation of the issuer and the verification of the articles of association and the information disclosed by the Issuer on the website of Shenzhen Stock Exchange by Xinda lawyers, as of the date of issuance of this supplementary legal opinion, the issuer has no circumstances that may lead to its termination in accordance with laws, regulations and other normative documents and the articles of association.
To sum up, Cinda believes that the issuer is a joint stock limited company legally established and effectively existing, has publicly issued RMB common shares A-Shares and is listed on the Shenzhen Stock Exchange, and has the subject qualification of this issuance. 2. Substantive conditions of this offering
According to the prospectus, 2017-2019 audit report, 2020 audit report and 2021 semi annual report of the issuer, the notes issued by the issuer and verified by Xinda lawyers, as of the date of issuance of this supplementary legal opinion, the issuer’s issuance still complies with the company law, securities law, administrative measures, implementation rules and other laws The relevant provisions of administrative regulations and normative documents meet the substantive conditions for the issuance of convertible corporate bonds.
3. Independence of the issuer
According to the articles of association, 2017-2019 annual audit report, 2020 annual audit report, 2020 annual report of the issuer, the questionnaire filled by the senior management of the issuer, the employee roster of the controlling shareholders, and the information of the national enterprise credit information disclosure system queried by Xinda lawyers, as of the date of issuance of this supplementary legal opinion, the issuer has been in business The assets, personnel, finance and institutions are independent of the controlling shareholders, actual controllers and other enterprises under their control. The issuer has an independent and complete business system and the ability to independently face the market and operate independently. There is no horizontal competition between the issuer and the controlling shareholder, the actual controller and other enterprises under its control, and there is no related party transaction that seriously affects the independence of the issuer or is obviously unfair. The issuer has the ability to operate independently in the market. 4. Related party transactions of the issuer
According to the 2017-2019 annual audit report, 2020 annual audit report and 2021 semi annual report of the issuer and verified by Xinda lawyers, the issuer has no new related parties or related transactions between the issuance date of the original legal opinion and the issuance date of this supplementary legal opinion. As of the issuance date of this supplementary legal opinion, the maximum guarantee contract (No.: 2020 Zhenzhong yinfubao Zi 100163) provided by Qiao Rongjian for the issuer has been fulfilled. 5. Main property of the issuer 5.1 real estate
There are three different types of real estate under the name of the issuer: headquarters office space, purchased talent housing and project loan housing (the customer compensates the project fund with the real estate). The update of the above-mentioned real estate from the issuance date of the original legal opinion to the issuance date of this supplementary legal opinion is as follows: 5.1.1 Headquarters office space
As of the date of issuance of this supplementary legal opinion, the office space of the issuer’s headquarters (the house property certificate numbers are sfdz No. 3000739753, sfdz No. 3000739766, sfdz No. 3000739770, sfdz No. 3000739776, sfdz No. 3000739776 and sfdz No. 3000739786) has been released from the mortgage guaranteed for the issuer’s Bank Loan. 5.1.2. Purchase of talent housing
As of the issuance date of this supplementary legal opinion, the issuer has not updated the talent housing purchased. 5.1.3. Project mortgage house with property right certificate
As of June 30, 2021, the issuer has added a new project mortgage house with property right certificate, specifically:
Order building surface construction land other item right No. real estate real estate certificate No. plot position use right cut-off use status (M2) end date
Qingdao huangdaolu (2021) Qingdao huangdaolu business gold
Zone 1: room 4098, property right Avenue, building 13, No. 4098, Rongzhu unsecured, No. 58.90, real estate, Huangdao District, Binhai Avenue City, Island District, 2051 / 06 / 18
Office 1820 households 0314931 / Office
5.1.4. Project mortgage house without property right certificate
As of June 30, 2021, the issuer has added 8 project mortgage houses that have not yet obtained the property right certificate, specifically:
Serial real estate name building surface position status number product (M2)
1 rongchuang cultural tourism city, Guangzhou Huadu District, 98.89, building 8, plot B2, phase IV of rongchuang cultural tourism city project, has not been delivered 3201
2. Room 702, building 48, phase V, Zhongshan rongchuang city 99.24 Zhongshan rongchuang City, Fusha, Zhongshan City has not been delivered
3. Room 1001, building 48, phase V of Zhongshan rongchuang city 99.24 Zhongshan rongchuang City, Fusha, Zhongshan City has not been delivered
4 poly riverside center 2-1-1505 80.97 Wuhan poly riverside center has not been delivered
5 poly riverside center 2-1-1506 80.97 Wuhan poly riverside center has not been delivered
6 No. 45, Yuanbo Wuli, Jimei District, 68.16 east side of Xingbei outer ring road, 11-11 undelivered area, Jimei District, Xiamen
7 Boao Golden Bay Yuehai 9#1-502 110.24 Boao Golden Bay in Qionghai City has not been delivered
8. Urban cultural tourism complex in Yan’an New Area (living in 172.82 urban cultural residence in Yan’an new area, Yan’an) (Yan’an Chenyuan) DK2 plot 20-20102 tourism complex
During the period from April 1, 2021 to June 30, 2021, the project mortgage houses for which the issuer has not obtained the property right certificate are sold as follows:
No. real estate name building area (M2) location
1 Qingdao rongchuang Guanhu 21-1-501 138.85 Fujin Road, Licang District, Qingdao
No. real estate name building area (M2) location
2 Rainbow Licheng, Qindu District, Xianyang City 3-2-22904 120.65 rainbow Licheng, Qindu District, Xianyang City
3. 202 99.99 Guangzhou rongchuang cultural tourism city, building 5, plot C3, Guangzhou rongchuang cultural tourism city
4 Dalian jiazhaoye yuejing 6#1606 room 84.97
5 Dalian jiazhaoye yuejing 6#1706 room 84.97 Liaoning Province
