Beijing Jindu law firm
about
Silkroad Visual Technology Co.Ltd(300556)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
To: Silkroad Visual Technology Co.Ltd(300556)
Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) accepts the entrustment of Silkroad Visual Technology Co.Ltd(300556) (hereinafter referred to as the issuer, Silkroad Visual Technology Co.Ltd(300556) , listed company or company) as the special legal adviser for the issuer to issue convertible corporate bonds (hereinafter referred to as the issuance) of no more than RMB 240 million (including RMB 240 million) to unspecified objects.
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the company law of the people's Republic of China (hereinafter referred to as the company law) and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of registration on the GEM) The measures for the administration of securities legal business of law firms (hereinafter referred to as the measures for the administration of securities legal business), the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the rules for the practice of securities legal business) The people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region of the people's Republic of China, the Macao Special Administrative Region of the people's Republic of China and the Taiwan region of the people's Republic of China) The current effective laws, administrative regulations, rules and normative documents (hereinafter referred to as laws and regulations) and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) issue this legal opinion on this issuance in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In accordance with the above laws, administrative regulations, rules and normative documents, the relevant provisions of the CSRC and the facts that have occurred or exist before the issuance date of this 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 matters related to the issuer's issuance, Ensure that the facts identified in this 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.
catalogue
introduction...... five
interpretation...... seven
Text twelve
1、 Approval and authorization of this offering 12 II. The issuer's subject qualification for this offering 12 III. substantive conditions of this offering 13 IV. establishment of the issuer 18 v. independence of the issuer 18 VI. major shareholders, controlling shareholders and actual controllers of the issuer 20 VII. The share capital of the issuer and its evolution VIII. Business of the issuer 23 IX. related party transactions and horizontal competition 24 X. main property of the issuer 28 Xi. Major creditor's rights and debts of the issuer 32 XII. Major asset changes and mergers and acquisitions of the issuer in recent three years 33 XIII. Formulation of the issuer's articles of association and amendment in recent three years 33 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 34 XV. Directors, supervisors and senior managers of the issuer and changes in recent three years 35 XVI. Tax of the issuer 36 XVII. Environmental protection, product quality, technology and other standards of the issuer 37 XVIII. Application of funds raised by the issuer 37 XIX. Business development objectives of the issuer thirty-nine
20、 Litigation, arbitration or administrative punishment 39 21. Evaluation of legal risk of the issuer's prospectus 41. General concluding observations of this offering forty-two
introduction
The securities exchange has prepared the necessary evidence and other relevant legal documents required by the securities exchange according to the provisions of the securities practice plan, and collected the legal opinions and other relevant documents required by the securities exchange. When the issuer guarantees to provide the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this 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 requirements of the securities legal business practice rules, the exchange has made independent, objective and impartial analysis and judgment on whether the business matters are related to the law and whether it should perform the duty of special care of legal professionals. For matters requiring special attention of legal professionals, the exchange has formulated specific ways, means and measures to fulfill the obligations and implemented them one by one; Performed the general duty of care of ordinary people for other business matters. The documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit evaluation institutions, notaries and other institutions shall be used as the basis for issuing legal opinions after performing the necessary duty of care in accordance with the above principles; For documents not directly obtained from the above-mentioned institutions, they shall be used as the basis for issuing legal opinions after verification and verification. The materials copied and copied by the exchange from the above-mentioned institutions shall be used as the basis for issuing legal opinions after being confirmed by the relevant institutions and performing the necessary duty of care in accordance with the above-mentioned principles; If it is not confirmed by relevant institutions, the relevant contents shall be verified and verified as the basis for issuing legal opinions.
If the evidence materials obtained from different sources or obtained through different inspection methods have inconsistent conclusions on the same matter, the exchange has added necessary procedures for further verification.
In this legal opinion and the lawyer's 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's work report), the exchange only expresses its opinions on the legal issues related to the issuer's issuance, and does not express its 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 related to accounting reports, audit reports, asset evaluation reports and overseas legal opinions in this legal opinion and lawyer work report, the exchange has fulfilled the necessary duty of care, However, such quotations shall not be deemed as any express or implied guarantee made by the exchange for the authenticity and accuracy of these data and conclusions. The exchange is not qualified to verify and evaluate such data.
This legal opinion and lawyer work report are only for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this legal opinion and lawyer work report as the necessary legal documents for the issuer to apply for this issuance, report them together with other materials, and bear corresponding legal liabilities. The exchange agrees that the issuer may quote the relevant contents of this legal opinion or lawyer's work report in the prospectus prepared by the issuer for this offering or in accordance with the review 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.
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
This office / Jindu refers to Beijing Jindu law firm
Issuer / Silkroad Visual Technology Co.Ltd(300556) / refers to Silkroad Visual Technology Co.Ltd(300556) , formerly known as Shenzhen silk road digital vision Co., Ltd
Convertible bonds refer to convertible corporate bonds
This issuance refers to the issuance of convertible bonds of no more than 24 million yuan (including 24 million yuan) to unspecified objects
The issuance plan refers to the issuance plan confirmed according to the resolutions of the 20th meeting of the third board of directors of the issuer and the resolutions of the 2020 annual general meeting of shareholders
Shenzhen arc shadow refers to Shenzhen arc shadow image development and production Co., Ltd., which was later renamed "Shenzhen Silk Road Digital Technology Co., Ltd."
Silk Road Co., Ltd. refers to Shenzhen Silk Road Digital Technology Co., Ltd., later renamed "Shenzhen Silk Road Digital Technology Co., Ltd", the predecessor of the issuer
Everest cornerstone refers to Shenzhen Everest cornerstone equity investment partnership (limited partnership)
Nanhai foundation refers to Shenzhen Nanhai foundation investment enterprise (limited partnership)
Dongfang Yingchuang refers to Shenzhen Dongfang Yingchuang investment enterprise (limited partnership)
Suzhou Yashang refers to Suzhou Yashang venture capital center (limited partnership)
Shenzhen Jujia refers to Shenzhen Jujia equity investment enterprise (limited partnership)
Culture fund refers to China culture industry investment fund (limited partnership)
Wuhan Shensi road refers to Wuhan Shensi road Digital Technology Co., Ltd
Chengdu Shensi road refers to Chengdu Shensi road Digital Technology Co., Ltd
Xiamen Shensi road refers to Xiamen Shensi road Digital Technology Co., Ltd
Beijing Shensi road refers to Beijing Shensi Road Education Technology Co., Ltd
Guangzhou Silk Road technology refers to Guangzhou Silk Road Digital Vision Technology Co., Ltd., formerly known as Guangzhou Silk Road Information Technology Co., Ltd
Zhuhai Silk Road refers to Zhuhai silk road digital vision Co., Ltd
Guangzhou Silk Road education refers to Guangzhou Silkroad Visual Technology Co.Ltd(300556) Education Technology Co., Ltd
Shenzhen Silk Road culture refers to Shenzhen Silk Road Culture Development Co., Ltd
Silk road blue creativity refers to Shenzhen silk road blue creativity Exhibition Co., Ltd
Yunchuangxiang network refers to Shenzhen yunchuangxiang Network Co., Ltd
Shengqiyun network refers to Shenzhen shengqiyun Network Technology Co., Ltd
Ruiyun technology refers to Shenzhen Ruiyun Technology Co., Ltd
Tiya Digital Technology Co., Ltd. refers to Shenzhen Tiya Digital Technology Co., Ltd
Qiyun international refers to Qiyun International Network Technology Co., Ltd
Nanjing Silk Road education refers to Nanjing deep Silk Road art training Co., Ltd., formerly known as Nanjing deep Silk Road Times Education Technology Co., Ltd
Qingdao deep Silk Road refers to Qingdao deep Silk Road Digital Technology Co., Ltd
Yiyi technology refers to Shenzhen Yiyi Technology Exhibition Co., Ltd., formerly known as Shenzhen pandou mutual Entertainment Technology Co., Ltd
Then art refers to Shenzhen then art technology Co., Ltd
Heichao interactive entertainment refers to Shenzhen Heichao Interactive Entertainment Co., Ltd
Jiangsu Silkroad Visual Technology Co.Ltd(300556) refers to Jiangsu Silkroad Visual Technology Co.Ltd(300556) Technology Co., Ltd
Beijing Exhibition refers to Beijing Silkroad Visual Technology Co.Ltd(300556) Exhibition Co., Ltd
Kunming Silk Road refers to Kunming Silkroad Visual Technology Co.Ltd(300556) Technology Co., Ltd
Tianjin Silk Road refers to Tianjin Silkroad Visual Technology Co.Ltd(300556) Technology Co., Ltd
Silk Road exchange refers to Shenzhen Silk Road Exchange Investment Development Co., Ltd
Beijing branch refers to Silkroad Visual Technology Co.Ltd(300556) Beijing Branch
Shanghai branch refers to Silkroad Visual Technology Co.Ltd(300556) Shanghai Branch
Arc shadow means arc shadow Corp., a wholly-owned subsidiary of the issuer established in the United States
Initial public offering refers to the issuer's initial public offering of RMB common shares and its establishment in Shenzhen Stock Exchange
And listed on the industry board
The prospectus refers to the Silkroad Visual Technology Co.Ltd(300556) Xiang Bu te prepared by the issuer for this offering
