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 (III)
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.
August, 2001
catalogue
Section 1 matters declared by lawyers 4 Section II text 6 part I reply to the third round of audit inquiry letter 6 I. question 2 of the third round of audit inquiry letter: About raised investment projects 6 II. Question 3 of the third round of audit inquiry letter: about customer HW USA...... 15 III. question 4 of the third round of audit inquiry letter: about major customers IV. question 7 of the third round of audit inquiry letter: about capital flow verification 27 v. question 8 of the third round of audit inquiry letter: about the practice quality of intermediary institutions 32 part II update of the reply to the audit inquiry letter and the second round of audit inquiry letter 33 I. update of replies to some legal questions in the audit inquiry letter 33 II. Update of replies to some legal issues in the second round of audit inquiry letter 37 section III signature page forty-two
Guohao law firm (Suzhou)
About Zhejiang HENGWEI Battery Co., Ltd
Initial public offering and listing on GEM
Supplementary legal opinion (III)
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 work report of Zhejiang HENGWEI Battery Co., Ltd. on its initial public offering and listing on the gem (hereinafter referred to as the "lawyer work report"), 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)") on December 25, 2020, On March 12, 2021, it 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 "supplementary legal opinion (II)").
The lawyers of the firm hereby make verification and reply according to the questions involved in the third round of examination and inquiry letter on the application documents for initial public offering and listing on the gem of Zhejiang HENGWEI Battery Co., Ltd. (examination and inquiry letter [2021] No. 010586), hereinafter referred to as the "third round of examination and inquiry letter"), At the same time, update the corresponding replies to the supplementary legal opinion (I) and supplementary legal opinion (II) due to some modifications and changes in the prospectus (draft application) and other relevant application documents, Issue 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 "supplementary legal opinion (III)" or "this supplementary legal opinion"). For the parts already expressed in the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), 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 (draft application) by itself 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、 The issuer and its related parties guarantee that they have provided the lawyers of the firm with true, complete and effective original written materials, copies or oral testimony necessary for the issuance of this supplementary legal opinion. 5、 For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, our lawyers make relevant judgments based on the supporting documents, statements or replies issued by relevant government departments, issuers or other relevant units.
6、 Our lawyers only express opinions on the legality and relevant legal issues of the issuer's issuance and listing, and do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the issuer's participation in the issuance and listing. In this supplementary legal opinion, we refer to some data or conclusions in relevant accounting statements, audit and asset evaluation reports, Except for the express opinions of our lawyers, it does not mean that we make any express or implied guarantee for the authenticity and accuracy of such data and conclusions. Our lawyers are not qualified to verify and evaluate the contents of such documents.
7、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this supplementary legal opinion.
8、 This supplementary legal opinion is only for the purpose of the issuer's application for this issuance and listing, and shall not be used for any other purpose.
9、 In this supplementary legal opinion, unless otherwise noted or explained, the values are reserved to two or four decimal places. If the total number is inconsistent with the mantissa of each itemized value, it is caused by rounding. 10、 This supplementary legal opinion is a supplement to the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), In case of any inconsistency between the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and this supplementary legal opinion, this supplementary legal opinion shall prevail.
Section II main body
Part I reply to the third round of audit inquiry letter
The lawyer of the firm made the following reply to questions 2, 3, 4, 7 and 8 in the third round of audit inquiry letter requiring the lawyer of the firm to check:
1、 Question 2 of the third round of audit inquiry letter: About raised investment projects
The reply to the audit inquiry shows:
(1) The issuer's raised investment project will significantly improve the capacity of carbon batteries. During the reporting period, comparable companies in the same industry did not expand the production of carbon batteries on a large scale. Among them, liwang Co., Ltd. added an environmentally friendly carbon battery production line in the first half of 2020; From 2017 to 2019, Zhejiang Mustang Battery Co.Ltd(605378) did not add carbon battery capacity, and the raised investment project did not arrange the expansion of carbon battery production; Changhong energy began to dispose of the carbon battery production line in June 2018, and the carbon battery capacity will be 0 from 2019;
(2) Since 2020, the growth of the issuer's on hand orders for carbon batteries is mainly due to the growth of the orders of the customer dollar tree, a well-known chain supermarket in the United States. The issuer began to cooperate with it through bidding in 2018. The issuer's products are finally sold in the stores of dollar tree and transported to the United States and Canada.
Please the issuer:
(1) Supplementary disclosure of whether the reason why comparable companies in the same industry basically did not expand the carbon battery capacity or disposed of all the carbon battery production lines during the reporting period is an industry trend, and whether the issuer plans to significantly increase the carbon battery capacity through raising investment projects is in line with the industry trend, necessary and commercially reasonable;
(2) Supplementary disclosure of whether the implementation of the issuer's raised investment project meets the requirements of the Guiding Catalogue for industrial structure adjustment and whether it belongs to restricted or eliminated capacity;
(3) Supplementary disclosure of the reasons for the substantial increase in the number of carbon battery orders of dollar tree at the end of 2020 compared with that at the end of 2019, and whether the issuer intends to significantly expand the carbon battery capacity is mainly based on the increase in the orders of dollar tree;
(4) Combined with the bidding cycle and conditions of dollar tree organization, the validity period of the contract between both parties, as well as the cooperation between dollar tree and the issuer's competitors in the same industry and the difficulty of changing suppliers, the issuer's uncertainty of obtaining orders and the risk of loss of main customers are supplemented, and the risk tips are supplemented.
Ask the sponsor and the issuer's lawyer to express clear opinions.
reply:
(I) supplementary disclosure: during the reporting period, whether the reason why comparable companies in the same industry basically did not expand the carbon battery capacity or disposed of all the carbon battery production lines is the industry trend, whether the issuer plans to significantly increase the carbon battery capacity through the raised investment project is in line with the industry trend, and whether it is necessary and commercially reasonable
On the subject matter, our lawyers have performed the following verification procedures:
(1) Query the announcements, official websites, financial reports and other materials of comparable companies in the same industry, and analyze the changes in carbon battery capacity of comparable companies and their reasons;
(2) Consult the sales details, purchase details and on-hand order details of the company's carbon batteries during the reporting period, analyze the change trend of the issuer's carbon battery sales and sales, the change trend of on-hand orders, analyze the issuer's carbon battery capacity utilization and its change trend, and analyze whether the substantial expansion of carbon battery capacity of the company's equity investment projects is in line with the industry trend, Whether it is necessary and commercially reasonable.
1. Analysis on the change of carbon battery capacity of comparable companies in the same industry during the reporting period
At the end of each reporting period, the carbon battery capacity of comparable companies in the same industry is as follows:
Unit: 10000 pieces
Project 2020 2019 2018 2017
Yajin Technology 0
Changhong Energy 0 12500.00 21000.00
Zhejiang Mustang Battery Co.Ltd(605378) undisclosed 70000.00 70000.00 70000.00
Liwang Co., Ltd. has 3 production lines, 2 production lines, 2 production lines and 2 production lines
HENGWEI battery 46500.00 35000.00 25000.00 25000.00
Note: the data comes from the public information query of comparable companies; Among them, Zhejiang Mustang Battery Co.Ltd(605378) did not disclose the capacity information of 2020.
It can be seen from the above table that liwang Co., Ltd. added a new carbon battery production line in the first half of 2020; In 2018 and 2019, Zhejiang Mustang Battery Co.Ltd(605378) carbon battery capacity did not change; Changhong energy began to dispose of the carbon battery production line in June 2018 and purchased carbon batteries for sales in 2019. Yajin technology purchases carbon batteries and sells them under the brands of "Fenglan No. 1" and "Yiyuan".
The change of carbon battery capacity of comparable companies will be affected by market demand, profitability and development strategy of the company. During the reporting period, the sales of comparable companies Yajin technology, Changhong energy, Zhejiang Mustang Battery Co.Ltd(605378) , liwang shares and the issuer's carbon batteries were as follows:
Unit: 10000 yuan
Item 20
