Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Applying for IPO and listing on GEM
Lawyer work report
Gflzz [2020] an330-2
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
catalogue
interpretation…… 3 Introduction 5 text 10 I. approval and authorization of this issuance and listing 2. The issuer’s subject qualification for this offering and listing 14 III. substantive conditions for this offering and listing 15 IV. establishment of the issuer V. independence of the issuer 25 VI. initiator or shareholder of the issuer (actual controller) 27 VII. Share capital and evolution of the issuer 39 VIII. Business of the issuer 54 IX. related party transactions and horizontal competition 60 X. main property of the issuer 75 Xi. Major creditor’s rights and debts of the issuer 81 XII. Major asset changes and mergers and acquisitions of the issuer 86 XIII. Formulation and amendment of the articles of association of the issuer 87 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 89 XV. Directors, supervisors and senior managers of the issuer and their changes 90 XVI. Tax of the issuer 93 XVII. Environmental protection, product quality and technical standards of the issuer 97 XVIII. Application of funds raised by the issuer XIX. The issuer’s business development objectives 101 XX. Litigation, arbitration or administrative punishment 101 21. Evaluation of the legal risk of the issuer’s prospectus 102. Relevant commitments and binding measures involved in this offering and listing 102 23. Other issues that our lawyers think need to be explained 104. Concluding comments one hundred and eight
interpretation
In this lawyer’s work report, unless the context otherwise requires, the following words or abbreviations have the following meanings: issuer / Heshun technology / refers to Hangzhou Heshun Technology Co., Ltd., which is a joint stock limited company changed and established by Hangzhou Heshun new materials Co., Ltd
Heshun Co., Ltd. refers to Hangzhou Heshun Plastic Industry Co., Ltd., a limited liability company established on June 16, 2003, which is the predecessor of the issuer
Refers to the wholly-owned subsidiary of Zhejiang Heshun new materials Co., Ltd
Yihao investment refers to Hangzhou Yihao equity investment partnership (limited partnership), which is the shareholder of the issuer
Yuanning Huixin refers to Hangzhou Yuanning Huixin investment partnership (limited partnership), which is the shareholder of the issuer
Guangfeng qiwo refers to Hangzhou Guangfeng qiwo equity investment partnership (limited partnership), which is the shareholder of the issuer
The shareholder of Tongjun (Zhejiang Fujun partnership) refers to the equity of Tongjun Investment Co., Ltd
Zhefu Jufeng refers to Zhefu Jufeng equity investment partnership (limited partnership) in Ningbo Meishan bonded port area, which is the shareholder of the issuer
Jintou Zhiye refers to Hangzhou Jintou Zhiye venture capital partnership (limited partnership), which is the shareholder of the issuer
Yuanlijian industry and trade refers to Shanghai yuanlijian industry and Trade Co., Ltd., which is a related party of the issuer
Kerui venture capital refers to Hangzhou Kerui venture capital partnership (limited partnership), which is the former shareholder of the issuer
Yifangbo investment refers to Zhejiang yifangbo Investment Development Co., Ltd., a former shareholder of the issuer
Hangzhou Kexiang Equity Investment Co., Ltd. (formerly known as Kexiang investment index company of Zhejiang Kexiang Equity Investment Co., Ltd.) is an enterprise controlled by the issuer’s shareholder Chen Wei. It is also a limited partner of the issuer’s shareholder Yuanning Huixin. He Feng, the issuer’s shareholder and director, is its shareholder.
“Three meetings” refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
This issuance refers to the issuer’s application for initial public offering of RMB common shares (A shares) and listing on the gem
The reporting period refers to 2017, 2018, 2019 and January June 2020
This issuance and listing means that the issuer applies for an initial public offering of no more than 20 million RMB common shares and is listed on the gem
Beijing Guofeng law firm
Sponsor refers to Dongxing Securities Corporation Limited(601198)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Yinxin appraiser refers to Yinxin Asset Appraisal Co., Ltd
Prospectus (refers to the initial report of Hangzhou Heshun Technology Co., Ltd. prepared by the issuer for this offering and listing) prospectus for public offering of shares (Report Draft)
“Audit report” refers to the “TJS [2020] No. 10078” audit report issued by Tianjian Certified Public Accountants on October 16, 2020
Tianjian Certified Public Accountants issued the “internal control report of Tianjian” refers to Jianshen [2020] No. 10079 “assurance report on the internal control of Hangzhou Heshun Technology Co., Ltd. on October 16, 2020
The tax assurance report refers to the “tjss [2020] No. 10082” on the main taxes of Hangzhou Heshun Technology Co., Ltd. in the last three years and the first period issued by Tianjian Certified Public Accountants on October 16, 2020
Verification report on tax payment
The audit report on share reform issued by Lixin certified public accountants in April 2015 refers to the audit report and financial statements of Hangzhou Heshun new materials Co., Ltd. (xksbz [2015] No. 610377) issued on April 15
The asset appraisal report issued by Yinxin appraiser on April 16, 2015 refers to the “Yinxin pingbao Zi (2015) Hu No. 0063” appraisal report on the net asset value appraisal project of joint-stock restructuring of Hangzhou Heshun new materials Co., Ltd
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The measures for the administration of registration refer to the measures for the administration of the registration of the initial public offering of shares on the gem (for Trial Implementation), the measures for the administration of securities legal business refer to the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation)
The compilation and reporting rules No. 12 refers to the compilation and reporting rules No. 12 for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020)
CSRC refers to the China Securities Regulatory Commission
Fund industry association refers to China Securities Investment Fund Industry Association
Administration for Industry and Commerce / Municipal Supervision Bureau refers to the Administration for Industry and Commerce / market supervision administration
Enterprise publicity system refers to the national enterprise credit information publicity system
Exchange refers to Shenzhen Stock Exchange
Share transfer system refers to the national share transfer system for small and medium-sized enterprises
Share transfer company refers to the national small and medium-sized enterprise share transfer system Co., Ltd
Yuhang rural commercial bank refers to Zhejiang Hangzhou Yuhang Rural Commercial Bank Co., Ltd
Bank Of China Limited(601988) refers to Bank Of China Limited(601988)
Bank Of Nanjing Co.Ltd(601009) refers to Bank Of Nanjing Co.Ltd(601009)
Bank Of Communications Co.Ltd(601328) refers to Bank Of Communications Co.Ltd(601328)
China and China refer to the people’s Republic of China, which is only for the purpose of issuing this lawyer’s work report, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan refers to RMB unless otherwise specified
Note: in this lawyer’s work report, if the total is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding.
Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Applying for IPO and listing on GEM
Lawyer work report
Gflzz [2020] an330-2
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.
introduction
The office was reorganized and established in January 2005 by the former Beijing Guofang law firm established in 1994, and was renamed “Beijing Guofeng law firm” in January 2015. Our business scope includes providing legal services in the fields of company, finance, securities, taxation, real estate, intellectual property, foreign investment, arbitration and litigation agency.
The signature of this lawyer is as follows:
Lawyer Zhu Rui, master of law, Shanghai Academy of social sciences. He is now a partner of the exchange, mainly engaged in capital market legal business such as securities issuance, M & A and reorganization. He has provided domestic and overseas IPO, refinancing, merger and reorganization, corporate bonds and perennial legal services for many companies, including Wuxi Xuelang Environmental Technology Co.Ltd(300385) , Wuxi ruinian International Co., Ltd., Shanghai Industrial Development Co.Ltd(600748) , AVIC International Leasing Co., Ltd., Shanghai Pharmaceuticals Holding Co.Ltd(601607) Co., Ltd., Zhejiang Medicine Co.Ltd(600216) , Ningbo Fangzheng Automobile Mould Co.Ltd(300998) , etc.
Contact information of lawyer Zhu Rui: Tel.: 02123122000, fax: 02123122100, e-mail: [email protected]. 。
Lawyer Xu Wenhua, master of law, East China University of political science and law. He is now a practicing lawyer of the firm, mainly engaged in corporate compliance, equity investment and financing, mergers and acquisitions, securities issuance, private equity funds and other capital market legal businesses. He has worked for Shangshi energy, Prius, Corelli software, healthy smile, Tongling technology, CIC Guoxin, norkang, Jingshang Tourism Group, haoluowei, Xinyue logistics (logistics exchange) Xinchao group and other companies provide domestic and foreign initial public offerings, investment and financing, mergers and acquisitions and perennial legal services.
The contact information of lawyer Xu Wenhua is: Tel.: 02123122000, fax: 02123122100, e-mail: [email protected]. 。
In order to do a good job in the lawyer service of this issuance and listing, the bourse assigns the handling lawyer to the site of the issuer to carry out due diligence, verification and verification (hereinafter referred to as “inspection”). 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, other laws, regulations, rules and normative documents and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The lawyer of the firm has checked the documents and facts of the issuer related to the issuance and listing, and on this basis, prepared a legal opinion and the lawyer’s work report.
The above work process of our lawyers includes:
1. Two way communication between the lawyers of the firm and the issuer. The lawyers of the firm introduce the lawyers to the issuer in this stock issuance and
