Beijing Jindu law firm
Notice on Silkroad Visual Technology Co.Ltd(300556) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (II)
September, 2021
Beijing Jindu law firm
About Silkroad Visual Technology Co.Ltd(300556)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (II)
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) as the special legal adviser for this issuance, and has issued 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) on this issuance 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), 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 collectively referred to as the preliminary legal opinion), Now, the exchange is based on the letter of implementation of feedback opinions on issuance registration (Shh [2021] 020241) issued by Shenzhen Stock Exchange (hereinafter referred to as SZSE) on September 10, 2021 and the letter of notification on questions about registration of Silkroad Visual Technology Co.Ltd(300556) growth enterprise board (hereinafter referred to as the "notification letter") issued by China Securities Regulatory Commission on August 31, 2021 This supplementary legal opinion is issued at the request of.
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 stated in this supplementary legal opinion, the "reporting period" mentioned in this supplementary legal opinion refers to 2018, 2019, 2020 and January June 2021; 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 principles of prudence and importance, reasonably and fully used the methods of interview, written review, field investigation, inquiry and review to verify and confirm the relevant facts.
The issuer has fully complied with the legal principle of good faith and the securities business management rules, or has performed its duties in accordance with the legal principle of good faith and the securities business management measures before the issuance date, 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:
Question: "the notification letter" 1. According to the application materials, Haier (Qingdao) International Smart Education Network Co., Ltd., which the issuer intends to invest, as well as some holding companies and joint-stock companies of the issuer, are involved in education related businesses. The issuer is requested to supplement whether the listed companies, holding subsidiaries and joint-stock companies have education and training businesses and whether they meet the requirements Opinions on further reducing students' homework burden and after-school training burden at the stage of compulsory education and other relevant policy requirements.
The recommendation institution and lawyers are invited to give verification opinions ".
reply:
1、 Whether there is education and training business in listed companies, holding subsidiaries and joint-stock companies
According to the written confirmation of the issuer, the business license, articles of association, financial statements and relevant business contracts of the issuer and its domestic holding subsidiaries, the registration and establishment documents and overseas legal opinions of the issuer's overseas holding subsidiaries, and the lawyers of the exchange log in to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the inquiry, as of the date of issuance of this supplementary legal opinion, the business scope and main business of the issuer and its holding subsidiaries are as follows:
Business scope and main sequence the company's name business business scope does the main business exist in education Training business
General business items are: computer animation, image design, multimedia
Technology development, virtual digital technology development, visual art design, exhibition
Exhibition planning and display design, network technology development, technology of educational software
Technology development and sales (the above items do not include restricted items, franchise, special control
Monopoly commodities); Engaging in advertising business (CG as required by laws and administrative regulations)
Creativity and technology
If the approval and registration of advertising business should be carried out, the approval and registration shall be handled separately
1) the issuer can only operate); Computer software and hardware technology development, technical consultation based number no
Word visual synthesis
And sales (excluding exclusive, exclusively controlled and exclusive commodities and restricted items); Service business
Equipment leasing (excluding financial leasing items and other restricted items)
Supply chain management and related supporting services; Setting up industry (specific projects)
(to be reported separately); Import and export of goods and technology; Exhibition arrangement and
Construction; Computer system integration, model design, production, stage lamp
Business scope and main business sequence company name
Business scope: is there a reputation for the main business
In education and training business
Optical and acoustic design and construction; Cultural, sports and product activity planning;
Lighting and sound integrated design and installation, intelligent engineering design and construction
Workers; Architectural engineering design and construction; Brand management, self owned property rental
Leasing (excluding items prohibited by laws, administrative regulations and decisions of the State Council),
Restricted items can only be operated after obtaining permission).
Organizational culture and art
Technical exchange activities. (except for the items subject to approval according to law, the business license
License to independently carry out business activities according to law), and the licensed business items are:
Acting agent.
Wuhan silk
Road visual education product technology development; Data processing and storage services; Information technology
Educational science and technology consulting services; Computer technology development, technology promotion and technical consultation
Technical consultation; Computer system technical services; Culture and art exchange activity organization, CG education and art are two companies (for planning; enterprise management consulting; business information consulting (excluding business adjustment training)
Hereinafter referred to as check); Enterprise management planning; Information technology consulting (involving licensing)
Wuhan Silk Camp project can only be operated after obtaining the permission of relevant departments)
Road Education)
Shenzhen silk
Technical development of educational products (excluding education and training); data processing
Road vision and storage services; Information technology consulting services, computer technology development
Education Section
Limited technology promotion; Computer system technical services; Culture and art information consulting CG education and art
3. Inquiry; Enterprise management consulting; Business information consultation; Enterprise management planning; It is the information consultation of the company (excluding restricted items). (laws, administrative regulations and national skill training)
Hereinafter referred to as
