Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Applying for IPO and listing on GEM
Supplementary legal opinion 3
Gflzz [2020] an330-17
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 01088004488 / 66090088 Fax: 01066090016
Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Applying for IPO and listing on GEM
Supplementary legal opinion 3
Gflzz [2020] an330-17
To: Hangzhou Heshun Technology Co., Ltd. (issuer)
According to the lawyer service agreement signed between the exchange and the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser of the issuer for this issuance and listing.
Our lawyers have examined the documents and relevant facts provided by the issuer in accordance with the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business, the rules for the practice of securities legal business and other relevant laws, regulations, rules and normative documents, and in accordance with the recognized business standards, moral norms and the spirit of diligence and responsibility of the lawyer industry, And issued the legal opinion of Beijing Guofeng law firm on Hangzhou Heshun Technology Co., Ltd. applying for initial public offering and listing on the gem (hereinafter referred to as the “legal opinion”) on the issuer’s issue and listing The lawyer work report of Beijing Guofeng law firm on Hangzhou Heshun Technology Co., Ltd. applying for IPO and listing on the gem (hereinafter referred to as the “lawyer work report”) One of the supplementary legal opinions of Beijing Guofeng law firm on the application of Hangzhou Heshun Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as “one of the supplementary legal opinions”) The second supplementary legal opinion of Beijing Guofeng law firm on Hangzhou Heshun Technology Co., Ltd. applying for initial public offering and listing on the gem (hereinafter referred to as “the second supplementary legal opinion”).
According to the “audit letter [2021] No. 010634” and the requirements of the issuer, the lawyers of this firm, on the basis of further examination of the issuer’s relevant information related to this issuance and listing, issued the third round of examination and inquiry letter on the application documents of Hangzhou Heshun Technology Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “inquiry letter”), Issue this supplementary legal opinion to modify, supplement or further explain the relevant contents of the legal opinion, lawyer work report and relevant supplementary legal opinions already issued by our lawyers. Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for the issuer’s issuance and listing together with other materials, and bear corresponding responsibilities for this supplementary legal opinion according to law; This supplementary legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
The matters stated by our lawyers in the legal opinion and lawyer work report are also applicable to this supplementary legal opinion. Unless otherwise specified, the meaning of relevant terms in this supplementary legal opinion is consistent with that of the same terms in the legal opinion and lawyer’s work report.
In accordance with the requirements of relevant laws, administrative regulations, rules and normative documents such as the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business, the rules for the practice of securities legal business and the relevant provisions of the CSRC and the stock exchange, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The supplementary legal opinions are as follows:
1、 About shareholders and affiliated enterprises
According to the application documents and inquiry replies, fan Heqiang and Zhang Jing are husband and wife, the controlling shareholder and actual controller of the issuer, and directly and indirectly hold 53.33% of the equity of the company. Fan Shunhao, the son of fan Heqiang and Zhang Jing, is the concerted action of the actual controller. Fan Shunhao directly held 8 million shares of the company, accounting for 13.33% of the total share capital of the company before this issuance, and served as a director of the issuer, which was not recognized as the actual controller by the issuer. In addition to holding the shares of the issuer, fan Shunhao also holds the shares of Hongyu Technology Co., Ltd. (hereinafter referred to as Hongyu Technology) and is its actual controller.
The issuer is requested to disclose the basic information of Hongyu technology, including but not limited to business scope, business scale, main products and services; Whether its business scope and main business coincide with the issuer. If so, please disclose its main business model, main customers, whether there are overlapping customers or suppliers with the issuer, and the relevant transaction amount and proportion.
The sponsor’s and the issuer’s lawyers are requested to express clear opinions, conduct comprehensive and in-depth verification of the shareholder information disclosed by the issuer in accordance with the requirements of the guidelines for the application of regulatory rules – issuance No. 2 of the CSRC, earnestly implement the verification work one by one, and submit special verification instructions.
(I) the issuer is required to disclose the basic information of Hongyu technology, including but not limited to the business scope, business scale, main products and services, and whether its business scope and main business coincide with the issuer. If so, please disclose its main business model, main customers, whether there are overlapping customers or suppliers with the issuer, and the relevant transaction amount and proportion.
According to the statement of the issuer, the industrial and commercial registration data of Hongyu technology, the business license, the statement issued by Hongyu technology and verified by the national enterprise credit information publicity system (query website: http://www.gsxt.gov.cn. , query date: June 15, 2021), the business scope of Hongyu technology is: technology development, technology transfer, technical consultation and technical services; Sales of electronic products, computers, software, auxiliary equipment and communication equipment; Internet information services. (enterprises shall independently choose business items and carry out business activities according to law; Internet information services and projects subject to approval according to law shall carry out business according to the approved contents after being approved by relevant departments. On January 15, its equity structure is as follows:
No. name of shareholder contribution amount in the form of capital contribution (10000 contribution proportion (%)
(yuan)
1 fan Shunhao coins 166.5 81.091
2 static coins 20 9.7407
3 Gu Zhaoquan currency 7.5 3.6527
4 Chen Shengwei coins 6 2.9222
5 Qinjie coins 5.3248 2.5934
Total 2053248100
According to the statement issued by Hongyu technology, the list of major customers and suppliers of Hongyu technology, relevant business contracts, bank flow and tax returns of Hongyu technology from 2018 to 2020, the list of major customers and suppliers of Heshun technology during the reporting period, relevant business contracts of Heshun technology and the national enterprise credit information publicity system (query website: http://www.gsxt.gov.cn. , query date: June 15, 2021), the actual controller of Hongyu technology is fan Shunhao. Its main business is software development (virtual reality technology development). Its main products are the operating system for the next generation of consumer electronic devices. Its main customers are mobile phone and related hardware manufacturers, and its main suppliers are property rental and operation management service enterprises, meal delivery service companies Law firms and software development service enterprises, audio-visual and 3D model production enterprises will realize sales revenue of millions of yuan in 2020.
According to the national economic industry classification code (GB / T 47542017) issued by the National Bureau of statistics, the industry of the issuer is c2921 plastic film manufacturing industry, and the industry of Hongyu technology is i651 software development industry. The industry of the issuer is different from that of Hongyu technology. The business scope and main business of Hongyu technology do not coincide with that of the issuer, and its customers There is no overlap between suppliers and issuers.
Two. About the advanced technology.
The application documents and inquiry replies show that the issuer’s products can be divided into three categories: colored photoelectric base films, transparent films and other functional films; It has core technologies such as biaxially stretched colored film manufacturing technology, colored film formula technology, multifunctional window film base film manufacturing technology and flame retardant polyester film manufacturing technology.
Please the issuer:
(1) Disclose the competitive advantages and disadvantages of the issuer’s products in combination with the market capacity, market share and change trend of the issuer’s various subdivided products during the reporting period, and the market share comparison with the main competitors; In combination with the core technologies of the issuer, comparable companies in the same industry and major competitors, the disclosure
Is pedestrian core technology advanced?
(2) Combined with the current situation of China’s international leading level and future development direction, further analysis is made
It also discloses the advanced technology of the issuer’s core technology, the change of the relevant substitute technology level or other competitors in the industry.
Whether the technical level and development of the issuer can replace the issuer’s products and whether it can promote the issuer’s sustainable operation
Force has a significant adverse effect.
Ask the sponsor and the issuer’s lawyer to express clear opinions.
(II) further analysis in combination with China’s current international leading level and future development direction
It also discloses the advanced technology of the issuer’s core technology, the change of the relevant substitute technology level or other competitors in the industry.
Whether the technical level and development of the issuer can replace the issuer’s products and whether it can promote the issuer’s sustainable operation
Force has a significant adverse effect.
According to the statement of the issuer and through interview, the general manager and core technical personnel of the issuer, foreign polyester film
The application of polyester film started earlier, and China’s polyester film industry started later. With the rise of composite packaging applications, poly
The ester film industry has developed rapidly. Especially after entering the 21st century, China’s demand for polyester film has increased rapidly,
Promote the rapid development of the industry, and there are functional polyester films such as heat sealing film and antistatic film. In recent years, with
The state has strengthened policy support, and China’s polyester film industry has developed rapidly. However, due to China’s differences and achievements
Functional polyester film started relatively late, and its key technologies are highly dependent on foreign countries, especially functional polyester film
The high-end optical film still needs to be imported. In the future, China’s polyester film products will develop in the direction of high added value, high performance, high-tech content and functionalization. The application fields of downstream industries will also continue to expand, and the products will further develop in the direction of diversification.
Public information of comparable companies in the contract industry, the issuer and comparable companies in the same industry and major competitors
The core technology of the hand is as follows:
Enterprise name main products main application fields core technologies
Optical grade polyester base film is mainly used in the fields of smartphone 2.5d/3d front and rear cover glass related product preparation method Sichuan Em Technology Co.Ltd(601208) optical film material glass protection, polarizer and touch screen module matching, high-end MLCC patented technology and equipment process matching. Process technology
Reflective film – white polyester reflective film is produced by white company. The products mainly reflect Ningbo Solartron Technology Co.Ltd(688299) color polyester reflective film according to the core technology of production process, which can be divided into uncoated reflective film and coated reflective film; According to the different application fields in the preparation technology of functional films, they can be divided into reflective films for liquid crystal display and reflective techniques for semiconductor lighting, formula design and fine films.
The optical base film of the company is mainly used in the middle and low-end liquid crystal display field with low requirements for various performance indexes such as brightness, resolution and contrast dense coating technology.
Card protection film, protective film, pearlescent sheet and other fields.
It is mainly used for Cecep Solar Energy Co.Ltd(000591) battery backing material. At present, Cecep Solar Energy Co.Ltd(000591) backing material mainly consists of three parts
The outer layer is “t” film, the middle layer is “P” film, and “t” and
Cecep Solar Energy Co.Ltd(000591) back material “P” is bonded with glue. Where “t” refers to fluorine-containing film (PVF
The thickness of base film (PVDF, etc.) is generally 37 μ About M, this layer is used as the sun
The main layer of energy battery packaging material, which is climate resistant and UV resistant
UV, anti-aging, non photosensitive, etc. Modification and processing of raw materials
Special electrical insulation
