Huashi Technology: Lawyer's work report of the law firm on the company's initial public offering of shares

Beijing Deheng Law Firm

about

Zhejiang Huahua Technology Co., Ltd. issued shares for the first time and was listed on the gem

Lawyer work report

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

catalogue

Part I Introduction 6 the second part is the text of the work report ten

1、 Approval and authorization of this offering and listing ten

2、 The issuer's subject qualification for this issuance and listing twelve

3、 The substantive conditions of this offering and listing thirteen

4、 Establishment of the issuer seventeen

5、 Independence of the issuer eighteen

6、 Sponsors and shareholders (actual controllers) twenty-five

7、 The share capital of the issuer and its evolution forty-eight

8、 Issuer's business sixty-three

9、 Related party transactions and horizontal competition sixty-seven

10、 The principal property of the issuer eighty-four

11、 Significant creditor's rights and debts of the issuer ninety-eight

12、 Major asset changes and mergers and acquisitions of the issuer one hundred and four

13、 Formulation and amendment of the issuer's articles of Association one hundred and 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 one hundred and seven

15、 Directors, supervisors and senior managers of the issuer and their changes one hundred and ten

16、 Issuer's tax one hundred and fifteen

17、 The issuer's environmental protection and product quality, technology and other standards one hundred and nineteen

18、 Application of funds raised by the issuer one hundred and twenty

19、 The issuer's business development objectives one hundred and twenty-two

20、 Litigation, arbitration or administrative punishment one hundred and twenty-two

21、 Evaluation of the legal risk of the issuer's prospectus one hundred and twenty-three

22、 The overall concluding observations of this offering and listing one hundred and twenty-three

interpretation

In this lawyer's work report, unless the context otherwise requires, the following words have the following meanings:

Abbreviation full name

Huashi technology / company / joint stock company / Zhejiang Huashi Technology Co., Ltd

Zhejiang Huashi Technology Co., Ltd. is the predecessor of the issuer. Its former name: Huashi Co., Ltd. refers to 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

Shaoxing Branch refers to Shaoxing Branch of Zhejiang Huashi Technology Co., Ltd

Jinhua branch refers to Jinhua Branch of Zhejiang Jianghua Technology Co., Ltd

Anhui branch refers to Anhui Branch of Zhejiang Huashi Technology Co., Ltd

Zhoushan branch refers to Zhoushan branch of Zhejiang Huashi Technology Co., Ltd

Shengzhou branch refers to the Shengzhou branch of Zhejiang Jianghua Technology Co., Ltd

Anji branch refers to Anji branch of Zhejiang Jianghua Technology Co., Ltd

Shenzhen branch refers to the Shenzhen Branch of Zhejiang Jianghua Technology Co., Ltd

Quzhou Branch refers to the Quzhou Branch of Zhejiang Huashi Technology Co., Ltd

Abbreviation full name

Chengdu branch refers to the Chengdu Branch of Zhejiang Huashi Technology Co., Ltd

Xi'an branch refers to Xi'an Branch of Zhejiang Jianghua Technology Co., Ltd

Hangzhou Zhong is an equity investment management partnership (limited partnership), which refers to the shareholder of the issuer. Its former name is Hangzhou Zhong is an investment management partnership (limited partnership)

Hangzhou Tian is an equity investment management partnership (limited partnership), which refers to the shareholder of the issuer. Its former name: 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

Xiaoran financial services refers to Hangzhou Xiaoran Financial Services Co., Ltd

Core capital refers to core capital management (Hangzhou) Co., Ltd

Core lingchuang refers to Hangzhou core lingchuang Investment Management Co., Ltd

GF advertising refers to Zhejiang GF advertising decoration Co., Ltd., which is the original shareholder of the issuer and was cancelled in 2006

Zhejiang University development refers to Zhejiang University Science Park Development Co., Ltd., which is the original shareholder of the issuer

Zhejiang University venture capital refers to Zhejiang University Science and Technology Venture Capital Co., Ltd., the former shareholder of the issuer, formerly known as Zhejiang University Science and Technology Park Venture Capital Co., Ltd

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

State Intellectual Property Office refers to the State Intellectual Property Office of the people's Republic of China

Abbreviation full name

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) approved by the issuer's third extraordinary general meeting in 2020 refers to the articles of Association (Draft) of Zhejiang Huashi Technology Co., Ltd., which takes effect after listing

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

Beijing Deheng Law Firm

about

Zhejiang Huashi Technology Co., Ltd

IPO and listing on GEM

Lawyer work report

Deheng 12f20200078-2 to: Zhejiang Huashi Technology Co., Ltd

According to the special legal adviser contract signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for its initial public offering and listing on the gem, And in accordance with relevant laws and regulations such as 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 the relevant provisions of the CSRC, This lawyer's work report is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.

Part I Introduction

1、 Brief introduction of the firm and the signing lawyer

Beijing Deheng Law Firm, formerly known as China Law Center, was founded in Beijing in 1993 with the approval of the Ministry of justice of the people's Republic of China. It was renamed Deheng Law Firm in 1995, Beijing Deheng Law Firm in 2001 and Beijing Deheng Law Firm in 2011. It is qualified to engage in legal business. The business scope covers the legal service fields such as corporate securities, finance and insurance, international trade, M & A, real estate, commercial arbitration and litigation. The exchange currently holds the legal certificate issued by Beijing Municipal Bureau of justice

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