Beijing Deheng Law Firm
about
Zhejiang Huahua Technology Co., Ltd. issued shares for the first time and was listed on the gem
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
Legal opinions on initial public offering and listing on GEM
catalogue
1、 Approval and authorization of this offering and listing seven
2、 The issuer’s subject qualification for this issuance and listing eight
3、 The substantive conditions of this offering and listing eight
4、 Establishment of the issuer twelve
5、 Independence of the issuer twelve
6、 Sponsors and shareholders (actual controllers) fourteen
7、 The share capital of the issuer and its evolution sixteen
8、 Issuer’s business seventeen
9、 Related party transactions and horizontal competition eighteen
10、 The principal property of the issuer twenty
11、 Significant creditor’s rights and debts of the issuer twenty-one
12、 Major asset changes and mergers and acquisitions of the issuer twenty-one
13、 Formulation and amendment of the issuer’s articles of Association twenty-two
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors twenty-two
15、 Directors, supervisors and senior managers of the issuer and their changes twenty-three
16、 Issuer’s tax twenty-four
17、 The issuer’s environmental protection and product quality, technology and other standards twenty-four
18、 Application of funds raised by the issuer twenty-five
19、 The issuer’s business development objectives twenty-five
20、 Litigation, arbitration or administrative punishment twenty-six
21、 Evaluation of the legal risk of the issuer’s prospectus twenty-six
22、 The overall concluding observations of this offering and listing twenty-six
Legal opinions on initial public offering and listing on GEM
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Abbreviation full name
Huashi technology / joint stock company / refers to Zhejiang Huashi Technology Co., Ltd
publisher
Huashi Co., Ltd. refers to Zhejiang Huashi Technology Co., Ltd., which is the predecessor of the issuer. Its former names are Zhejiang Zheda Huashi Technology Co., Ltd. and Zhejiang Huashi Automation Co., Ltd
Zhenxun technology refers to Hangzhou Zhenxun Technology Co., Ltd., a subsidiary of the issuer
Chuanjiabao technology refers to Zhejiang chuanjiabao Technology Co., Ltd., a subsidiary of the issuer
Huihang technology refers to Hangzhou Huihang Technology Co., Ltd., a subsidiary of the issuer
Youyi technology refers to Hangzhou Youyi Technology Co., Ltd., a subsidiary of the issuer
SHENGFEI optoelectronics refers to Hangzhou SHENGFEI Optoelectronics Technology Co., Ltd., which is a subsidiary of the issuer
Benkang technology refers to Zhejiang Benkang Technology Co., Ltd., a subsidiary of the issuer
Zhongqi technology refers to Zhejiang Zhongqi Technology Co., Ltd., a subsidiary of the original issuer, which was cancelled on December 6, 2018
Hangzhou Zhongshi refers to the equity investment management partnership (limited partnership) of Hangzhou Zhongshi, which is the shareholder of the issuer. Its former name is Hangzhou Zhongshi investment management partnership (limited partnership)
Hangzhou Tian refers to Hangzhou Tian is an equity investment management partnership (limited partnership), which is the shareholder of the issuer. Its former name is Hangzhou Tian is an investment management partnership (limited partnership)
Hangzhou Hui refers to Hangzhou Hui trading partnership (limited partnership), which is the shareholder of the issuer
Share transfer system refers to the national share transfer system for small and medium-sized enterprises
Share transfer company refers to the national small and medium-sized enterprise share transfer system Co., Ltd
This issuance and listing refers to the issuer’s application for initial public offering and listing on the gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Legal opinions on initial public offering and listing on GEM
Abbreviation full name
State Intellectual Property Office refers to the State Intellectual Property Office of the people’s Republic of China
Trademark office means the Trademark Office of the State Intellectual Property Office of the people’s Republic of China
National copyright administration means the National Copyright Administration of the people’s Republic of China
Sponsor / Anxin securities refers to Anxin Securities Co., Ltd
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Beijing Deheng Law Firm
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 registration of initial public offerings on the gem (for Trial Implementation)
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
“Prospectus” refers to the “prospectus of Zhejiang Huashi Technology Co., Ltd. for initial public offering and listing on the gem” (application draft)
Audit report refers to the audit report (tjss [2020] No. 10318) issued by Tianjian for the issuer’s IPO
Internal control assurance report refers to the internal control assurance report (TJs [2020] No. 10319) issued by Tianjian for the issuer’s issuance and listing
The articles of association refers to the articles of association of Zhejiang Huashi Technology Co., Ltd. in force
The articles of Association (Draft) refers to the articles of association of Zhejiang Huashi Technology Co., Ltd. (Draft) which came into force after listing and passed at the third extraordinary general meeting of the issuer in 2020
This legal opinion refers to the legal opinion of Beijing Deheng Law Firm on the initial public offering and listing on the gem of Zhejiang Huashi Technology Co., Ltd
The lawyer work report refers to the lawyer work report of Beijing Deheng Law Firm on the initial public offering of shares and listing on the gem of Zhejiang Huashi Technology Co., Ltd
Legal opinions on initial public offering and listing on GEM
Abbreviation full name
The reporting period and the last three years refer to 2017, 2018, 2019 and January June 2020
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Legal opinions on initial public offering and listing on GEM
Beijing Deheng Law Firm
about
Zhejiang Huashi Technology Co., Ltd
IPO and listing on GEM
Legal opinion
Deheng 12f20200078-1 to: Zhejiang Huashi Technology Co., Ltd
Beijing Deheng Law Firm, in accordance with the securities law, the company law and other relevant laws Administrative regulations and the provisions of relevant normative documents such as the administrative measures, 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, the administrative measures for law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation) issued by the CSRC, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have conducted reasonable, necessary and possible verification and verification on the legal matters related to the issuance and listing of the issuer and the materials, documents and relevant facts provided or disclosed by the issuer for this purpose (all the above contents are subject to and limited to the matters expressed in the lawyer’s work report), And issue this legal opinion for this issuance on this basis.
In order to issue this legal opinion, the firm and its undertaking lawyer hereby make the following statement:
(I) in order to issue this legal opinion, the exchange has obtained the following guarantee from the issuer: the issuer has provided the exchange with the original written materials, copies or oral and written testimony that the exchange deems necessary for issuing this legal opinion, and all facts and documents sufficient to affect the issuance of this legal opinion have been disclosed to the exchange without any concealment Where it is false or misleading, all copies are consistent with the original, and the copies are consistent with the original.
(II) it is the responsibility of the issuer to provide the exchange with all documents and oral and written testimony necessary for issuing this legal opinion according to law. The exchange expresses legal opinions according to the facts that have occurred or exist before the date of issuing this legal opinion, as well as the current laws, regulations and normative documents in China. For professional matters such as accounting, auditing and investment decision-making, the exchange only quotes them in this legal opinion and does not express legal opinions; In this legal opinion, the undertaking lawyer of the exchange
Legal opinions on initial public offering and listing on GEM
The reference of some data and conclusions in relevant statements, data and audit reports does not mean that our lawyers make any express or implied judgment and guarantee on the authenticity, accuracy and legitimacy of these data and conclusions, and our lawyers are not legally qualified to check and judge these contents.
(III) in accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practice rules, the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work reports on public securities issuance and other relevant laws Laws and regulations and the relevant provisions of the CSRC have strictly performed their statutory duties, issued this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and guaranteed that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements and major omissions.
(IV) this legal opinion is only for the purpose of the issuer’s public offering and listing, and shall not be used for any other purpose without the written consent of the exchange.
(V) the bourse agrees that the issuer shall quote some or all of the contents of this legal opinion in the application materials for public offering and listing, but the above quotation by the issuer shall not cause legal ambiguity or misinterpretation.
(VI) the exchange agrees to take this legal opinion as the necessary legal document for the issuer’s public offering and listing application, report it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Our lawyers have completed the examination and judgment of the documents, testimony and other evidence related to the issuance of this legal opinion. Based on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the provisions of laws, regulations and normative documents, and based on the above statement, we issue the legal opinion as follows:
1、 Approval and authorization of this issuance and listing
The lawyer in charge of this office checked the following documents, including but not limited to: 1 Notice of the 12th meeting of the second board of directors of the issuer
