Shanghai jintiancheng law firm
About Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
IPO and listing on GEM
Lawyer work report
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters three
introduction...... five
1、 Introduction to law firm five
2、 Profile of the signing lawyer five
3、 The production process of lawyer work report and legal opinion six
interpretation...... eight
Text eleven
1、 Approval and authorization of this offering and listing eleven
2、 The issuer's subject qualification for this issuance and listing fourteen
3、 On the substantive conditions of this offering and listing fifteen
4、 Establishment of the issuer nineteen
5、 Independence of the issuer twenty-four
6、 About the sponsors, shareholders and actual controllers of the issuer twenty-six
7、 The share capital of the issuer and its evolution thirty-two
8、 Issuer's business forty-eight
9、 Related party transactions and horizontal competition fifty
10、 The principal property of the issuer seventy-five
11、 Significant creditor's rights and debts of the issuer eighty-two
12、 Major asset changes and mergers and acquisitions of the issuer eighty-six
13、 Formulation and amendment of the issuer's articles of Association eighty-seven
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors eighty-eight
15、 Directors, supervisors and senior managers of the issuer and their changes eighty-nine
16、 Issuer's tax ninety-seven
17、 The issuer's environmental protection and product quality, technology and other standards one hundred and five
18、 Employees of the issuer one hundred and nine
19、 Application of funds raised by the issuer one hundred and thirteen
20、 The issuer's business development objectives one hundred and fourteen
21、 Litigation, arbitration or administrative punishment one hundred and fifteen
22、 Evaluation of the legal risk of the issuer's prospectus one hundred and seventeen
23、 Other issues that the lawyer thinks need to be explained one hundred and seventeen
24、 Concluding observations one hundred and nineteen
Shanghai jintiancheng law firm
About Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
IPO and listing on GEM
Lawyer work report
[01f20193356] to: Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Harbin Welding Institute Huatong (Changzhou) welding industry Co., Ltd. and acts as the special legal adviser for the initial public offering and listing of the issuer (hereinafter referred to as "the offering and listing") in accordance with the special legal adviser contract signed between the issuer and the firm.
In accordance with the provisions of the securities law, the company law, the administrative measures and other relevant laws, regulations and normative documents, the bourse issues this lawyer's work report on the matters related to this issuance and listing.
Declaration matters
1、 The firm and its handling lawyers shall act in accordance with the securities law, the measures for the administration of securities legal business of law firms, and the rules for the practice of securities legal business of law firms (for Trial Implementation) The provisions of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance and the facts that have occurred or exist before the date of issuance of this lawyers' work report have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this lawyer's work report are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this lawyer's work report and the legal opinion issued for this issuance (hereinafter referred to as "legal opinion") does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. 3、 In this lawyer's work report, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this lawyer's work report has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue the lawyer's work report.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. 5、 For the fact that the lawyer's work report is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units. 6、 The exchange agrees to take the lawyer's work report and legal opinion as the necessary legal documents for the issuer's issuance and listing, report them together with other materials, and is willing to bear corresponding legal liabilities.
7、 The bourse agrees that the issuer may quote some or all of the contents of this lawyer's work report in the prospectus or in accordance with the examination requirements of the China Securities Regulatory Commission, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This lawyer's work report is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers issue this lawyer's work report in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
introduction
1、 Introduction to law firm
Shanghai City, Tianjin city law firm was established in April 1999, registered in Shanghai Pudong New Area City, 501 Shanghai Center Tower, 11 and 12, the largest partnership law firm in Shanghai, is a member of the world law firm union Terralex China. Chinese mainland more than 20 big cities (Beijing, Shenzhen, Hangzhou, Suzhou, Nanjing, Chengdu, Chongqing, Taiyuan, Qingdao, Xiamen, Xiamen, Xiamen, China, city, Hangzhou, China, China, London and USA) and jointly run with the law firm of Huang Sheng Huang. Establish a strategic partnership with bird & Bird LLP, an international law firm.
The exchange mainly provides litigation and non litigation businesses related to direct investment, securities and futures, financial banks, corporate mergers and acquisitions, intellectual property and technology transfer, real estate, taxation and labor relations, and has professional qualifications issued by the Ministry of justice of the people's Republic of China, Shanghai Municipal Bureau of justice and other government agencies, It is a comprehensive law firm that can provide all-round legal services for our customers.
Our service tenet: high quality, high efficiency, integrity and dedication. By bringing together the top talents in the legal industry, the Institute can formulate high-level legal solutions and provide efficient legal services for customers at home and abroad in a rapidly changing business environment. Since its establishment, the Institute has been listed as one of the top legal service providers in China by the Ministry of justice, local judicial bureaus, bar associations, internationally renowned legal media and authoritative rating agencies for many times. 2、 Brief introduction of signing lawyer
The lawyers signing this time are lawyer Yan Qiang, lawyer he niansheng and lawyer Yan Bin. All three lawyers have no records of breaking the law and regulations since their employment.
Yan Qiang, a lawyer, graduated from East China University of political science and law, the Law School of Renmin University of China and the Kent Law School of Illinois University of technology in Chicago, and obtained Bachelor of laws, master of laws and master of laws (LLM) degrees respectively. He is now the senior partner of Shanghai jintiancheng law firm. Mainly engaged in corporate mergers and acquisitions, asset restructuring, stock issuance and foreign-related businesses, and once served as the special legal adviser for Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) initial public offering and listing.
He niansheng, a lawyer, graduated from Nanjing University with a master of business administration from Nankai University. He is now a senior partner of Shanghai jintiancheng law firm. He is mainly engaged in non litigation legal services such as securities issuance and listing, enterprise restructuring, mergers and acquisitions, asset restructuring, equity investment, refinancing and corporate legal affairs. Since its practice, it has provided legal services for more than 20 companies in securities business such as listing, acquisition, fixed value-added and so on in the National SME share transfer system.
Lawyer Yan Bin, graduated from Nanjing University, has successively worked in Fortune Securities Co., Ltd., Huaxin Securities Co., Ltd. and Wanshang tianqin (Shanghai) law firm. Now he is a lawyer of Shanghai jintiancheng law firm. It is mainly engaged in non litigation legal services such as securities issuance and listing, enterprise restructuring, company mergers and acquisitions, asset restructuring, refinancing, company legal affairs and so on. Since its practice, it has successively provided legal services for more than 10 companies in securities businesses such as listing and fixed increase in the National SME share transfer system. 3、 Preparation process of lawyer work report and legal opinion
In order to do a good job in the service of this issuance and listing, the exchange has appointed handling lawyers to work at the location of the issuer since October 2018. In accordance with the company law, the securities law, the administrative measures, the administrative measures for securities legal business, other laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the issuer's matters related to this issuance and listing, On this basis, we have made a legal opinion and this lawyer's work report. The above work process of our lawyers includes:
1. Communication phase. It mainly refers to the two-way communication between our lawyers and the issuer. Our lawyers introduce the status, role, work contents and steps of lawyers in the process of stock issuance and listing to the issuer, and require the issuer to assign special personnel to cooperate with our lawyers.
2. Inspection stage. In accordance with the provisions of relevant laws, regulations and normative documents, our lawyers have prepared an inspection plan and conducted a comprehensive inspection of the facts related to the issuer's issuance and listing according to the plan, so as to fully understand the legal situation of the issuer and the legal risks and problems it faces, and discuss whether the issuer complies with the company law, securities law and other laws Analyze and judge the issuance and listing conditions stipulated by laws and regulations and the CSRC and Shenzhen Stock Exchange. In this stage, the company has conducted sufficient research and demonstration with the sponsor and other intermediaries on the problems found in the work and the problems put forward by the Issuer on its own initiative, put forward disposal and standardization plans according to law, and assist the issuer in solving them.
In the process of inspection, our lawyers mainly adopted a variety of inspection and verification methods, such as face-to-face interview, field investigation, written review, query, calculation, review and so on, so as to fully understand the legal facts of the issuer. As for some important facts that cannot be supported by independent evidence, our lawyers checked with relevant government departments, major shareholders of the issuer, other relevant units or relevant persons, and required the issuer and relevant parties to issue information statements, statements and supporting documents.
For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notary institutions and other public institutions, our lawyers have fulfilled the relevant duty of care required by Article 14 of the measures for the administration of securities legal business, And take the above documents as the basis for issuing legal opinions.
3. Drafting stage. According to the requirements of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the Compilation Rules No. 12, the lawyers of the firm summarize the completed inspection work, prepare and issue legal opinions and the lawyer's work report according to the situation of the issuer.
4. Review by the nuclear Committee
The approval committee of the firm has carefully discussed and reviewed the inspection plan and its implementation, the preparation of working papers, the solution of relevant problems in the process of work, and the preparation of the lawyer's work report and legal opinions. The handling lawyer revised and improved the lawyer's work report and legal opinion according to the core opinions.
5. Issue lawyer work report and legal opinion
Based on the above work, after the lawyers of the exchange checked the relevant materials and facts, carefully analyzed and judged the relevant legal issues in accordance with the requirements of the measures for the administration of securities legal business and the rules for the practice of securities legal business, the lawyers of the exchange submitted them to the issuer for advice, And supplement and modify the possible omissions and expression errors in the legal opinion and lawyer's work report. In December 2020, our lawyers confirmed the text contents of legal opinions and lawyers' work reports, and carefully read the prospectus
