About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Legal opinion
11th and 12th floors of Taiping finance tower, 6001 Yitian Road, Futian District, Shenzhen, China Postal Code: 518001711, 12F, Taiping finance tower, Yitian road 6001, Futian District, Shenzhen, China Tel.: 86-755-88265288 fax.: 86-755-88265537
Website: www.shujin.com cn. Email: [email protected].
catalogue
interpretation…… Section 1 lawyer’s statement 6 section II text eleven
1、 The issuer’s approval and authorization of this offering eleven
2、 The issuer’s subject qualification for this offering eleven
3、 The substantive conditions of this offering eleven
4、 Establishment of the issuer seventeen
5、 Independence of the issuer seventeen
6、 Sponsors, shareholders and actual controllers eighteen
7、 The share capital and evolution of the issuer eighteen
8、 Issuer’s business eighteen
9、 Related party transactions and horizontal competition nineteen
10、 The principal property of the issuer thirty-one
11、 Significant creditor’s rights and debts of the issuer thirty-three
12、 Major asset changes and mergers and acquisitions of the issuer thirty-three
13、 Formulation and amendment of the issuer’s articles of Association thirty-four
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、 Changes in directors, supervisors and senior managers of the issuer thirty-four
16、 Issuer’s tax thirty-five
17、 The issuer’s environmental protection and product quality, technology and other standards thirty-six
18、 Application of funds raised by the issuer thirty-nine
19、 Litigation, arbitration or administrative punishment thirty-nine
20、 Evaluation of the legal risk of the issuer’s prospectus 39 section III General concluding observations of this offering forty-one
interpretation
In this context, unless the context otherwise requires, the following words have the following meanings:
Abbreviation full name or meaning
Issuer / company / joint stock company refers to Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Zhongtian decoration refers to Shenzhen Zhongtian Decoration Engineering Co., Ltd., which was the name before the issuer was changed into a joint-stock company as a whole
Jinlin decoration refers to Shenzhen Jinlin decoration garden design Engineering Co., Ltd., which is the former name of Zhongtian decoration
Zhongtianjian refers to Shenzhen zhongtianjian Investment Co., Ltd., which is the initiator and controlling shareholder of the issuer
Zhongtian’an refers to Shenzhen zhongtian’an Investment Co., Ltd., which is the initiator of the issuer
Tianrenheyi refers to Shenzhen Tianrenheyi investment partnership (limited partnership), formerly known as Shenzhen Tianrenheyi investment (limited partnership), which is the initiator of the issuer
Wanfeng asset refers to Shanghai Wanfeng Asset Management Co., Ltd., which was a shareholder of the issuer
Go with nature refers to Shenzhen go with nature investment partnership (limited partnership), which is the shareholder of the issuer
Chuangdianke refers to Shenzhen chuangdianke Technology Co., Ltd., which is a joint-stock company with 8.4175% shares held by the issuer
Corporate bonds issued by the issuer of this issue and this convertible bond and convertible into shares within a certain period of time according to the agreed conditions
Convertible bonds / convertible corporate bonds are corporate bonds issued according to law and can be converted into shares within a certain period of time according to the agreed conditions
The articles of association refers to the Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) articles of association in force
The prospectus refers to the prospectus for Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds
2017-2019 annual audit refers to the audit report of Ernst & Young Huaming (2020) Shen Zi No. 61266367a01 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on March 10, 2020
“2020 audit report” refers to the audit report of Ernst & Young Huaming (2021) Shen Zi No. 61266367a01 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on April 27, 2021
The internal control audit report refers to Ernst & Young Huaming Certified Public Accountants (special general partnership) issued on April 27, 2021
Abbreviation full name or meaning
Ernst & Young Huaming (2021) ZZ No. 61266367a01 internal control audit report
2020 annual report refers to the 2020 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 April 28, 2021
The first quarter report of 2021 refers to the first quarter report of Shenzhen report Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) Co., Ltd. announced by the Issuer on the website of Shenzhen Stock Exchange on April 28, 2021
The plan for convertible bonds refers to the plan for Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds
This legal opinion refers to the legal opinion of Guangdong Xinda law firm on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds
Lawyer work report refers to the lawyer work report of Guangdong Xinda law firm on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds
The reporting period refers to another three-year period in 2018, 2019, 2020 and January March 2021
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
No. 12 of the preparation and reporting rules refers to No. 12 of the preparation and reporting rules for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
Detailed rules for implementation refers to the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange
China refers to the region within the people’s Republic of China. For the sake of expression, for the purpose of this lawyer work report, it does not include the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor / lead underwriter / China Index Citic Securities Company Limited(600030) securities
Ernst & Young means Ernst & Young Huaming Certified Public Accountants (special general partnership)
Xinda refers to Guangdong Xinda law firm
Xinda lawyer refers to the handling lawyer of Guangdong Xinda law firm
Abbreviation full name or meaning
Yuan and 10000 yuan refer to the legal tender of China, RMB yuan and 10000 yuan
Note: in this lawyer’s work report, if there is difference in the mantissa between the total of some data and the sum of each addend, it is caused by rounding.
Guangdong Xinda law firm
About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Legal opinion
Xinda Zaiyi Zi [2021] No. 001 to: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
According to the legal counsel agreement signed between the issuer and Cinda, Cinda acted as the special legal counsel of the issuer for this offering, and was authorized to issue the legal opinion and lawyer work report for this offering. Cinda, in accordance with the requirements of the measures for the administration of law firms engaging in securities legal business and 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 issued by the CSRC, and in accordance with the provisions of the securities law, the company law, the administrative measures and other applicable Chinese laws, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Section I introduction of legal opinion
1、 Brief introduction to Cinda and signature lawyers
(I) introduction to Cinda
Xinda is registered in Shenzhen and currently holds the practice license of law firm with the unified social credit code of 31440000455766969w issued by the Department of justice of Guangdong Province. Cinda’s business scope mainly includes securities finance legal business, real estate legal business, litigation legal business, etc. Securities finance legal business is an important business field of Cinda. Up to now, Cinda has about 150 practicing lawyers and assistants engaged in securities legal business, and has provided legal services for the initial public offering and listing, share allotment and additional issuance, bond issuance, asset restructuring, mergers and acquisitions, equity incentive and other businesses of more than 100 foreign companies, And served as perennial legal counsel for many listed companies.
(II) brief introduction of signing lawyer
The signing lawyers of this offering are lawyer Lin Xiaochun, lawyer Hong Yuzhen and lawyer Jiang Buyun, who have no records of violations of laws and regulations. Their main securities business practice records, work experience and contact information are as follows:
Lin Xiaochun, a lawyer who graduated from Jiangxi University of Finance and Economics and WashingtonUniversity in St. Louis, has worked in the accounting office for auditing. He worked in XinDa since 1999 and has been engaged in company, securities and domestic and foreign investment business. He has helped dozens of Companies in Chinese mainland, Hongkong, and Securities markets in the United States, Singapore and other places have conducted financing and restructuring transactions, and have provided legal opinions on the economic activities of invested enterprises on behalf of a number of domestic and foreign financial institutions and private funds.
contact information:
Tel: 0755-88265288 (general)
Fax: 0755-88265537
Email: [email protected].
Lawyer Hong Yuzhen, graduated from East China University of political science and law with a bachelor’s degree in law, is now a practicing lawyer of Xinda, mainly engaged in securities issuance, mergers and acquisitions, private equity investment, perennial legal counsel of listed companies and other businesses. Participated in or handled domestic IPO and listing projects, refinancing projects of listed companies and private equity investment projects of several companies.
contact information:
Tel: 0755-88265288 (general)
Fax: 0755-88265537
mail box: [email protected].
Jiang Buyun, a lawyer, graduated from Yunnan University of Finance and economics and Temple University in the United States and obtained Chinese and American law degrees. He joined Cinda in 2016. He is mainly engaged in the business of company, securities and perennial legal counsel. He has participated in the restructuring of many enterprises and listing projects at home and abroad.
contact information:
Tel: 0755-88265288 (general)
Fax: 0755-88265537
Email： [email protected].
2、 Working process of making lawyer work report and legal opinion
In order to prepare the lawyer work report and legal opinion, Xinda lawyer has carried out the following work: (I) understand the basic situation of the issuer, prepare the inspection plan and issue due diligence documents to the issuer
