Beijing Deheng Law Firm
about
Zhejiang Huashi Technology Co., Ltd
Legal opinions on initial public offering and listing on the gem of Shenzhen Stock Exchange
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
catalogue
1、 Approval and authorization of this offering and listing six
2、 The issuer's subject qualification for this issuance and listing seven
3、 The substantive conditions of this offering and listing eight
4、 The sponsor institution and sponsor representative of this offering and listing eleven
5、 Concluding observations twelve
interpretation
Unless otherwise defined, in this legal opinion, the following terms or expressions have the following meanings: Huashi technology / company / issuer refers to Zhejiang Huashi Technology Co., Ltd
Huashi Co., Ltd. refers to Zhejiang Huashi Technology Co., Ltd., which is the predecessor of the issuer. Its former names are Zhejiang Zheda Huashi Technology Co., Ltd. and Zhejiang Huashi Automation Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Reply on Approving the registration of initial public offering of Zhejiang Huashi Technology Co., Ltd. (zjxk [2022] No. 53) issued by China Securities Regulatory Commission
Sponsor / Anxin securities refers to Anxin Securities Co., Ltd
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Beijing Deheng Law Firm
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for the registration of initial public offerings on the gem (for Trial Implementation)
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
The audit report [2021] 10288 issued by Tianjian for the issuer's issuance and listing refers to the audit report (from January 1, 2018 to June 30, 2021)
Internal control assurance report refers to the internal control assurance report (TJs [2021] No. 10289) issued by Tianjian for the issuer's issuance and listing (the deadline is June 30, 2021)
The articles of association refers to the articles of association of Zhejiang Huashi Technology Co., Ltd
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan
This issuance and listing refers to the issuer's initial public offering of shares and listing on the gem
During the reporting period, the most recent three years refer to 2018, 2019, 2020 and January June 2021
Beijing Deheng Law Firm
about
Zhejiang Huashi Technology Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
Deheng 12f202 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 9 to: Zhejiang Huashi Technology Co., Ltd
According to the special legal counsel agreement signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal counsel for its initial public offering and listing on the gem, In accordance with relevant laws and regulations such as the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practice rules, the compilation and reporting rules for information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance, and the relevant provisions of the CSRC, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In order to issue this legal opinion, we have obtained the following guarantee from the issuer: the issuer has provided us with the original, true and complete written materials, copies or oral and written testimony necessary for the issuance of this legal opinion, and all facts and documents sufficient to affect the issuance of this legal opinion have been disclosed to us without any concealment Where it is false or misleading, all copies are consistent with the original, and the copies are consistent with the original.
2. It is the responsibility of the issuer to provide the exchange with all documents and oral and written testimony necessary for issuing this legal opinion according to law. The exchange expresses legal opinions according to the facts that have occurred or exist before the date of issuing this legal opinion, as well as the current laws, regulations and normative documents in China. For professional matters such as accounting, auditing and investment decision-making, the exchange only quotes them in this legal opinion and does not express legal opinions; The reference of the undertaking lawyer of the firm to some data and conclusions in the issuer's relevant statements, data and audit report in this legal opinion does not mean that the lawyer of the firm makes any express or implied judgment and guarantee on the authenticity, accuracy and legitimacy of these data and conclusions, And for these contents, the lawyer in charge of this office does not have the legal qualification to check and make judgment.
3. In accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practice rules, the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and work reports of lawyers on public securities issuance and other relevant laws Laws and regulations and the relevant provisions of the CSRC have strictly performed their statutory duties, issued this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and guaranteed that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements and major omissions.
4. This legal opinion is only for the purpose of the issuer's public offering and listing, and shall not be used for any other purpose without the written consent of the exchange.
5. The bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the application materials for public offering and listing, but the above quotation by the issuer shall not cause legal ambiguity or misinterpretation.
6. The exchange agrees to take this legal opinion as the necessary legal document for the issuer's public offering and listing application, report it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
In accordance with the relevant laws, regulations and normative documents of the state and the relevant provisions of the CSRC and the Shenzhen Stock Exchange, the undertaking lawyer of the exchange, on the basis of full verification and verification of the issuer's behavior and the legality, compliance, authenticity and effectiveness of this application, issued the following legal opinions:
1、 Approval and authorization of this issuance and listing
The lawyer in charge of this office checked the following documents, including but not limited to: 1 Notices, proposals, resolutions and minutes of relevant board meetings of the issuer; 2. Meeting notices, proposals, votes, resolutions and minutes of relevant shareholders' meetings of the issuer; 3. Announcement on the results of the 52nd review meeting of the municipal Party Committee on GEM in 2021 issued by Shenzhen Stock Exchange; 4. Reply on issuance registration issued by CSRC, etc.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
(I) the board of directors and the general meeting of shareholders of the issuer have made a resolution to approve the issuance and listing in accordance with the prescribed procedures
The issuance and listing of the issuer has been reviewed and approved by the relevant board of directors and general meeting of shareholders of the issuer. The convening and convening procedures and resolution procedures and contents of such meetings comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the formed meeting resolutions are legal and effective.
(II) according to the announcement on the results of the 52nd review meeting of the municipal Party Committee on GEM in 2021 issued by the listing audit center of Shenzhen Stock Exchange on August 27, 2021, the issuer meets the issuance conditions, listing conditions and information disclosure requirements, and the issuer's issuance and listing has been approved by Shenzhen Stock Exchange.
(III) on January 11, 2022, the CSRC issued the reply on issuance registration (zjxk [2022] No. 53) and approved the issuer's registration application for this public offering.
In conclusion, the lawyer in charge of the exchange believes that the issuer's issuance and listing has been approved and authorized by the competent authority, and has been reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange and approved by the CSRC for registration.
2、 The issuer's subject qualification for this issuance and listing
The lawyer in charge of this office checked the following documents, including but not limited to: 1. The business license of the issuer; 2. The articles of association of the issuer; 3. The industrial and commercial registration data of the issuer; 4. Audit report of the issuer; 5. Supporting documents issued by the issuer's competent industrial and commercial, tax and other departments; 6. Written confirmation of the issuer, etc.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
(I) the issuer is a joint stock limited company legally established and validly existing
Huashi technology was founded on June 2, 1998 and registered with Zhejiang market supervision and Administration Bureau. The unified social credit code is 9133 Shenzhen Sdg Information Co.Ltd(000070) 42039575; The domicile is 1 / F, building 3, No. 16, Jiaqi Road, Xianlin street, Yuhang District, Hangzhou, Zhejiang Province; The legal representative is Yu Yongfang; The company type is a joint stock limited company (unlisted, invested or controlled by natural persons); The registered capital and paid in capital are 57.02 million yuan; The business term is long-term; The business scope of the company is "Design, development, installation and service of computer information system integration, software development and service, building intelligence engineering, safety prevention engineering, computer information system engineering, communication information network system integration engineering, electronic engineering, industrial automation engineering, electromechanical equipment installation engineering, urban and road lighting engineering, decoration engineering, lightning protection engineering and firefighters Design, construction, technology development and technical consulting services of engineering, sound engineering, port and shipping equipment installation engineering, highway traffic engineering, environmental protection engineering, power engineering and information security engineering, maintenance, inspection of fire-fighting facilities, sales of instruments, safety tools, office supplies, building materials, electromechanical equipment, electronic equipment and lighting equipment, Production, R & D and sales of electronic products, house leasing, import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) ".
(II) according to the business license and the articles of association and verified by the undertaking lawyer of the exchange, the undertaking lawyer of the exchange believes that the issuer is a joint stock limited company established and effectively existing according to law, there is no need to terminate according to the provisions of laws, regulations, normative documents and the articles of association, and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
The lawyer in charge of this office checked the following documents, including but not limited to: 1. The business license of the issuer; 2. The articles of association of the issuer; 3. The industrial and commercial registration data of the issuer; 4. Audit report of the issuer; 5. Internal control assurance report of the issuer; 6. Information of all previous meetings of the board of directors and shareholders' meeting of the issuer; 7. Previous capital verification reports of the issuer; 8. Questionnaires and written confirmation documents completed by the issuer, actual controller, directors, supervisors and senior managers; 9. The certificate issued by the issuer's government authorities in charge of industry and Commerce and taxation; 10. Announcement on the results of the 52nd review meeting of the municipal Party Committee on GEM in 2021 issued by Shenzhen Stock Exchange; 11. Reply on issuance registration issued by CSRC, etc.
On the basis of careful verification, the undertaking lawyer of the firm issued the following legal opinions:
(I) the issuer meets the conditions stipulated in the company law
1. The shares issued by the issuer this time are RMB ordinary shares (A shares) with a par value of 1.00 yuan per share. The issuance conditions and price of each share are the same, and each share has the same rights. Any unit or individual subscribing for each share shall pay the same price, which complies with the relevant provisions of Article 126 of the company law.
2. The issue and listing of the issuer has been deliberated and approved by the board of directors and the general meeting of shareholders, which is in line with the provisions of Article 133 of the company law.
(II) the issuer meets the conditions stipulated in the securities law
1. According to the recommendation agreement signed between the issuer and Anxin securities and verified by the undertaking lawyer of the exchange, the issuer has hired Anxin securities to act as the sponsor of this issuance and listing, which is in line with the provisions of Article 10 of the securities law.
2. After verification by the lawyer in charge of the exchange, as of the date of issuance of this legal opinion, the issuer has established the general meeting of shareholders, the board of directors and the board of supervisors in accordance with the provisions of the company law and other relevant laws and regulations; The board of directors has four special committees: strategy and Development Committee, audit committee, nomination committee and remuneration and assessment committee, and has established the system of independent directors and Secretary of the board of directors. The issuer has a sound and well functioning organization and complies with the relevant provisions of item (I) of paragraph 1 of Article 12 of the securities law.
3. According to the audit report and verified by the undertaking lawyer of the exchange, the issuer has the ability of sustainable operation,
