Guohao law firm (Suzhou)
About
Zhejiang HENGWEI Battery Co., Ltd. made an initial public offering and was listed on the gem
of
Supplementary legal opinion (IV)
28th floor, building 1, Yuanrong constellation Business Plaza, 269 wangdun Road, Suzhou Industrial Park, post code: 215028
28/F, Tower 1, Harmony City, No.269 Wangdun Road, SIP, Suzhou PC: 215028
Tel: (86-512) 62720177 Fax: (86-512) 62720199
Website: http://www.grandall.com.cn.
September, 2001
catalogue
Section 1 matters declared by lawyers 6 section II reply and update of audit inquiry letter 8 I. question 1 of the audit inquiry letter: about the previous declaration 8. Inquiry on equity changes in the second period of the audit report 15 III. question 3 of the audit inquiry letter: about the agreement on concerted action 16 IV. question 4 of the audit inquiry letter: about industry and business seventeen
5、 Question 5 of audit inquiry letter: About OEM mode thirty
6、 Question 6 of audit inquiry letter: about customer HW USA...... 36 VII. Question 7 of the audit inquiry letter: About raised investment projects 44 VIII. Question 8 of the audit inquiry letter: about related party transactions IX. question 9 of the audit inquiry letter: about the related parties that existed during the reporting period 64 X. question 10 of the audit inquiry letter: about the historical evolution 65 Xi. Question 11 of the audit inquiry letter: about other enterprises invested by the actual controller 66 XII. Question 12 of the audit inquiry letter: about intellectual property 67 XIII. Question 13 of the audit inquiry letter: about the ESOP platform 70 XIV. Question 14 of the audit inquiry letter: about business qualification Question 15 of the audit inquiry letter: about information disclosure 71 XVI. Question 2 of the second round of audit inquiry letter: About raised investment projects 73 XVII. Question 3 of the second round of audit inquiry letter: About traders' customers HW USA...... 86 XVIII. Question 4 of the second round of audit inquiry letter: about the verification of external shareholders 97 XIX. Question 5 of the second round of audit inquiry letter: about operating income 97 XX. Question 2 of the third round of audit inquiry letter: About raised investment projects 99 21. Question 3 of the third round of audit inquiry letter: about customer HW USA...... 108. Question 4 of the third round of audit inquiry letter: about major customers 109 23. Question 7 of the third round of audit inquiry letter: about capital flow verification Question 8 of the third round of audit inquiry letter: about the practice quality of intermediary institutions 112 section III body of legal opinion one hundred and fourteen
1、 Approval and authorization of this offering and listing 114 II. The issuer's subject qualification for this issuance and listing 114 III. substantive conditions for this offering and listing 114 IV. establishment of the issuer 118 v. independence of the issuer 118 VI. sponsors and shareholders (actual controllers) 122 VII. The share capital of the issuer and its evolution VIII. Business of the issuer 9. Related party transactions and horizontal competition 126 X. main property of the issuer 131 Xi. Major creditor's rights and debts of the issuer XII. Major asset changes and mergers and acquisitions of the issuer 143 XIII. Formulation and amendment of the articles of association of the issuer 143 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 144 XV. Directors, supervisors and senior managers of the issuer and their changes 145 XVI. Tax of the issuer 145 XVII. Environmental protection, product quality, technology and other standards of the issuer 148 XVIII. Application of funds raised by the issuer 150 XIX. Business development objectives of the issuer 150 XX. Litigation, arbitration or administrative punishment 150 21. Evaluation of the legal risk of the issuer's prospectus 151 22. Other issues that the lawyer thinks need to be explained 151. Concluding observations 151 Section IV signature page one hundred and fifty-two
interpretation
Unless otherwise specified, the following words in this supplementary legal opinion have the following specific meanings:
"Audit report" issued by the partnership's "general audit report No. [202961]
"Internal control assurance report" issued by Tianjian Certified Public Accountants (special general partnership) refers to [2021] No. 9619 "on Zhejiang HENGWEI Battery Co., Ltd
Assurance report on internal control
"Tianjianshen difference assurance report" issued by Tianjian Certified Public Accountants (special general partnership) refers to [2021] No. 9620 "on Zhejiang HENGWEI Battery Co., Ltd
Verification report on the difference between the declared financial statements and the original financial statements
"Tianjian audit report" issued by Tianjian Certified Public Accountants (special general partnership) refers to [2021] No. 9621 "on Zhejiang HENGWEI Battery Co., Ltd
Assurance report on non recurring profit and loss in recent three years
The "tianjianshen tax verification report" issued by Tianjian Certified Public Accountants (special general partnership) refers to the "verification report on the tax payment of major taxes of Zhejiang HENGWEI Battery Co., Ltd. in recent three years" (No. [2021] 9622)
Prospectus (Registration draft) refers to the prospectus (Registration draft) of Zhejiang HENGWEI Battery Co., Ltd. for initial public offering and listing on the gem
Supplementary legal opinion (IV) supplementary legal opinion of Guohao law firm (Suzhou) on Zhejiang HENGWEI Battery Co., Ltd. / this supplementary legal opinion refers to the company's initial public offering and listing on the gem (IV)
Legal opinion of Hong Kong HENGWEI the legal opinion on HENGWEI battery (Hong Kong) Co Limited issued by Robertson law firm on September 14, 2021 refers to the legal opinion on HENGWEI battery (Hong Kong) Co Limited
Legal opinion of maoshida on September 14, 2021 legal opinion of mostpreferred International Co., Ltd. issued by Robertson law firm
The reporting period refers to 2018, 2019, 2020 and January June 2021
Guohao law firm (Suzhou)
About Zhejiang HENGWEI Battery Co., Ltd
Initial public offering and listing on GEM
Supplementary legal opinion (IV)
To: Zhejiang HENGWEI Battery Co., Ltd
Guohao law firm (Suzhou) accepted the entrustment of Zhejiang HENGWEI Battery Co., Ltd. as the special legal adviser for its initial public offering and listing on the gem.
In accordance with the civil code, the securities law, the measures for the administration of gem registration, the GEM Listing Rules, the Compilation Rules No. 12, the measures for the administration of law firms engaging in securities legal business, the securities legal business practice rules of law firms (for Trial Implementation) and other laws and regulations, as well as the relevant provisions of the CSRC, in accordance with the business standards recognized by the lawyer industry Carry out verification based on facts and laws and in the spirit of ethics and diligence, On September 27, 2020, it issued the legal opinion of Guohao law firm (Suzhou) on the initial public offering and listing on the gem of Zhejiang HENGWEI Battery Co., Ltd. (hereinafter referred to as the legal opinion) and Guohao law firm (Suzhou) The lawyer's work report of Zhejiang HENGWEI Battery Co., Ltd. on its initial public offering and listing on the gem (hereinafter referred to as the lawyer's work report), On December 25, 2020, it issued the supplementary legal opinion (I) of Guohao law firm (Suzhou) on the initial public offering and listing on the gem of Zhejiang HENGWEI Battery Co., Ltd. (hereinafter referred to as the supplementary legal opinion (I)), Issued the supplementary legal opinion (II) of Guohao law firm (Suzhou) on the initial public offering and listing on the gem of Zhejiang HENGWEI Battery Co., Ltd. (hereinafter referred to as the supplementary legal opinion (II)) on March 12, 2021, On August 2, 2021, it issued the supplementary legal opinion (III) of Guohao law firm (Suzhou) on the initial public offering and listing on the gem of Zhejiang HENGWEI Battery Co., Ltd. (hereinafter referred to as the supplementary legal opinion (III)).
The lawyers of the firm are now based on the facts after the issuance of legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III), as well as the requirements of Shenzhen Stock Exchange and the update of the issuer's financial data from January to June 2021, For the examination and inquiry letter on the application documents of Zhejiang HENGWEI Battery Co., Ltd. for initial public offering and listing on the gem (examination and inquiry letter [2020] No. 010740, hereinafter referred to as the examination and inquiry letter) and the second round examination and inquiry letter on the application documents of Zhejiang HENGWEI Battery Co., Ltd. for initial public offering and listing on the gem issued by Shenzhen Stock Exchange (audit letter [2021] No. 010068, hereinafter referred to as the second round of audit inquiry letter), the third round of audit inquiry letter on the application documents of Zhejiang HENGWEI Battery Co., Ltd. for initial public offering and listing on the gem (audit letter [2021] No. 010586), hereinafter referred to as the third round of audit inquiry letter), Issue the supplementary legal opinion (IV) of Guohao law firm (Suzhou) on the initial public offering and listing on the gem of Zhejiang HENGWEI Battery Co., Ltd. (hereinafter referred to as the supplementary legal opinion (IV) and this supplementary legal opinion). For the parts already expressed in the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III), this supplementary legal opinion will not be repeated.
Section 1 matters declared by lawyers
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the issuance date of this supplementary legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
1、 The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the issuance date of this supplementary legal opinion, It has conducted sufficient verification and verification to ensure that the facts identified in the legal opinions are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal responsibilities.
2、 Our lawyers agree to take this supplementary legal opinion as a necessary legal document for the issuer's issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities.
3、 Our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus (Registration draft) or in accordance with the examination requirements of the CSRC and the Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
4、 Issuer and
