Beijing Jindu law firm
Notice on Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
May, 2021
Beijing Jindu law firm
About Silkroad Visual Technology Co.Ltd(300556)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
To: Silkroad Visual Technology Co.Ltd(300556)
Beijing Jindu law firm (hereinafter referred to as the firm) has accepted the entrustment of Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as the issuer or the company) to act as the special legal adviser on the issue, The legal opinion of Beijing Jindu law firm on Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the legal opinion) and the lawyer work report of Beijing Jindu law firm on Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the lawyer work report) have been issued (hereinafter collectively referred to as preliminary legal opinions).
Since the issuance of the legal opinion, some situations of the issuer have changed, and the issuer announced the first quarter report of Silkroad Visual Technology Co.Ltd(300556) 2021 on April 29, 2021 (hereinafter referred to as the first quarter report together with the unaudited notes to Silkroad Visual Technology Co.Ltd(300556) financial statements (January 1, 2021 to March 31, 2021)), At the same time, the prospectus and other relevant application documents of the issuer have also been partially modified and changed. The exchange has conducted supplementary verification and verification on the main legal matters related to the changes of the issuer and this offering, The supplementary legal opinion of Beijing Jindu law firm on Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects (I) (hereinafter referred to as the supplementary legal opinion) is hereby issued to supplement, explain or correct the relevant changes. The "reporting period" mentioned in this supplementary legal opinion refers to 2018, 2019, 2020 and the first quarter of 2021.
The premises and assumptions of the legal opinion issued by the Institute in the previous legal opinion are also applicable to this supplementary legal opinion; Unless otherwise specified in this supplementary legal opinion, the abbreviation of the name used in the previous legal opinion of the exchange is also applicable to this supplementary legal opinion.
This supplementary legal opinion is a modification, supplement or further explanation of the relevant contents of the previous legal opinion, and constitutes an integral part of the previous legal opinion.
In order to issue this supplementary legal opinion, the exchange has prepared and implemented the inspection plan in accordance with the measures for the administration of securities legal business and the rules for the practice of securities legal business, personally collected evidence materials, and consulted the documents that need to be consulted according to the regulations and other documents that the exchange deems necessary. When the issuer guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this supplementary legal opinion, The documents and materials provided to the Institute (including original written materials, copy materials, copy materials, scanning materials, photo materials, screen capture materials, whether such materials are obtained through various Internet transmission and reception methods such as e-mail, mobile hard disk transmission, project work network disk or open access to internal document system) are true, accurate and reliable Complete and effective, without concealed records, false statements and major omissions, and the copy materials, copy materials, scanning materials, photo materials and screenshots provided are consistent and consistent with their original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; On the basis that all oral statements and explanations are consistent with the facts, the exchange independently, objectively and impartially followed the principle of prudence and importance, reasonably and fully used the methods of interview, written examination, field investigation, inquiry and correspondence, calculation and review to verify and confirm the relevant facts.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, as well as the facts that have occurred or exist before the issuance date of this supplementary legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the issuer's matters related to this issuance, Ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, and the concluding opinions issued on this issuance are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
In this supplementary legal opinion, the exchange only expresses opinions on legal issues related to the issuer's issuance, and does not express opinions on non legal professional matters such as accounting, audit and asset evaluation. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China. The exchange does not express opinions on non legal professional matters such as accounting, audit and asset evaluation and overseas legal matters. When quoting some data and conclusions of relevant accounting reports, audit reports, asset evaluation reports and overseas legal opinions in this supplementary legal opinion, the exchange has fulfilled the necessary duty of care, but such quoting is not regarded as the exchange's opinion on these data Make any express or implied guarantee for the authenticity and accuracy of the conclusion. The exchange is not qualified to verify and evaluate such data.
This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this supplementary legal opinion as a necessary legal document for the issuer to apply for this issuance, report it together with other materials, and bear corresponding legal liabilities. The exchange agrees that the issuer may quote the relevant contents of this supplementary legal opinion in the relevant documents prepared for this issuance or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation. We have the right to review and confirm the contents of the above relevant documents again.
In accordance with the requirements of relevant Chinese laws, administrative regulations and relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, this supplementary legal opinion is hereby issued as follows:
catalogue
1、 Approval and authorization of this offering 5 II. The issuer's subject qualification for this offering 6 III. substantive conditions of this offering 6 IV. establishment of the issuer 10 v. independence of the issuer Vi. major shareholders, controlling shareholders and actual controllers of the issuer 10 VII. The share capital of the issuer and its evolution VIII. Business of the issuer 9. Related party transactions and horizontal competition 14 X. main property of the issuer 24 Xi. Major creditor's rights and debts of the issuer 29 XII. Major asset changes and mergers and acquisitions of the issuer 30 XIII. Formulation and amendment of the articles of association of the issuer 14. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer XV. Directors, supervisors and senior managers of the issuer and their changes 31 XVI. Tax of the issuer 34 XVII. Environmental protection, product quality, technology and other standards of the issuer 38 XVIII. Application of funds raised by the issuer 39 XIX. Business development objectives of the issuer 39 20. Litigation, arbitration or administrative punishment 39 21. Evaluation of the legal risk of the issuer's prospectus 43. General concluding observations of this offering 44 Annex I: domestic and overseas subsidiaries of the issuer 46 Annex II: leased properties of the issuer and its holding subsidiaries Annex III: major credit, loan and guarantee contracts being performed by the issuer and its holding subsidiaries Annex IV: major sales contracts being performed by the issuer and its domestic holding subsidiaries Annex V: main financial subsidies of the issuer sixty-five
Update of the issuer's information related to this offering
1、 Approval and authorization of this offering
(I) approval and authorization obtained by the issuer
According to the notice, proposal and resolution of the general meeting of shareholders and the board of Directors provided by the issuer and verified by the lawyers of the exchange, the issuer held the 20th meeting of the third board of directors on March 5, 2021, The meeting deliberated and adopted the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects and the proposal on the company issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects, proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time Proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing convertible corporate bonds to unspecified objects, proposal on formulating rules for the meeting of convertible corporate bond holders, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects Proposal on Authorizing relevant persons to handle matters related to the issuance of convertible corporate bonds to unspecified objects, 2020 internal control self-evaluation report, 2020 internal control assurance report, proposal on proposing to convene 2020 annual general meeting of shareholders and other proposals related to the issuance; The issuer held the 2020 annual general meeting of shareholders on March 29, 2021, The meeting deliberated and adopted the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects and the proposal on the company issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects, proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time Proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing convertible corporate bonds to unspecified objects, proposal on formulating rules for the meeting of convertible corporate bond holders, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects And other proposals related to this issuance; Independent directors of the issuer
The exchange believes that the resolutions made at the 20th meeting of the third board of directors and the 2020 annual general meeting of shareholders on this issuance are legal and effective. As of the date of issuance of this supplementary legal opinion, the approval of the issuance by the issuer's third extraordinary general meeting in 2020 and the authorization to the board of directors are still valid, and various proposals related to the issuance adopted by the 20th meeting of the issuer's third board of directors and the 2020 annual general meeting of shareholders continue to be valid.
(II) main contents of this issuance plan
According to the relevant contents of the resolution of the issuer's 2020 annual general meeting and the resolution of the 20th meeting of the third board of directors of the issuer, and verified by the lawyers of the exchange, the main contents of the Japan sub issuance plan have not changed from the date of issuance of the legal opinion to the date of issuance of the supplementary legal opinion.
2、 The issuer's subject qualification for this offering
According to the business license, articles of association, industrial and commercial materials provided by the issuer The reply on Approving the initial public offering of Shenzhen silk road digital vision Co., Ltd. (zjxk [2016] No. 2298) issued by the CSRC and the notice on the listing of RMB common shares of Shenzhen silk road digital vision Co., Ltd. on the gem (SZS [2016] No. 763) issued by the Shenzhen Stock exchange, And the lawyer of the firm logs into the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）If the company is dissolved or the company's business license cannot be paid off due to the issuance of legal opinions by the shareholders of the company, there is no case that the company is dissolved or the company's business license is revoked due to the issuance of legal opinions by the shareholders of the company In the case of being ordered to close down or revoked, there is no dissolution by the people's court in accordance with the provisions of the company law, and the issuer's shares are not subject to termination according to law, and have the qualification of the subject of this issuance. 3、 Substantive conditions of this offering
(I) the issuer meets the relevant conditions stipulated in the securities law
1. According to the relevant meeting documents, organization chart and instructions issued by the issuer, and verified by the lawyers of the exchange, the issuer has established the general meeting of shareholders, the board of directors and the board of supervisors according to law; Elected directors (including independent directors), supervisors (including employee representative supervisors), and employed senior managers such as president, vice president, Secretary of the board of directors and chief financial officer; It has set up the office of the board of directors, the president's office, the finance department, the operation Department, the legal department, the procurement department, the R & D center, the audit department and other functional departments; We have formulated the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the management system of Silkroad Visual Technology Co.Ltd(300556) connected transactions, the management system of Silkroad Visual Technology Co.Ltd(300556) external guarantee and other corporate governance systems. The issuer has a standardized corporate governance structure, a sound internal management system and a sound and well functioning organization, which is in line with the provisions of paragraph 1 (I) of Article 15 of the securities law.
2. According to the three-year audit report, the three-year annual report, the first quarter report, the demonstration and analysis report of Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects and the notes issued by the issuer, the issuer will issue convertible corporate bonds from January to march in 2018, 2019, 2020 and 2021
