Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Applying for IPO and listing on GEM
Legal opinion
Gflzz [2020] an330-1
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 I. approval and authorization of this issuance and listing 8 II. The issuer’s subject qualification for this issuance and listing 8 III. substantive conditions for this offering and listing 8 IV. establishment of the issuer 11 v. independence of the issuer Vi. initiator or shareholder (actual controller) of the issuer 11 VII. Share capital and evolution of the issuer VIII. Business of the issuer 9. Related party transactions and horizontal competition 13 X. main property of the issuer 19 Xi. Major creditor’s rights and debts of the issuer 20 XII. Major asset changes and mergers and acquisitions of the issuer 21 XIII. Formulation and amendment of the articles of association of the issuer 21 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 21 XV. Directors, supervisors and senior managers of the issuer and their changes 22 XVI. Tax of the issuer 22 XVII. Environmental protection, product quality and technical standards of the issuer 23 XVIII. Application of funds raised by the issuer 23 XIX. The issuer’s business development objectives 24 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of the legal risk of the issuer’s prospectus 24. Relevant commitments and binding measures involved in this offering and listing 24. Other issues that our lawyers think need to be explained XXIV. Conclusion 25 twenty-five
interpretation
In this legal opinion, 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
“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
Tianjian Certified Public Accountants issued “tianjianshen [2020] 10082 tax verification report” on October 16, 2020, which refers to the verification report on the tax payment of main taxes of Hangzhou Heshun Technology Co., Ltd. in the last three years and the first period
The audit report on share reform refers to the report issued by Lixin Certified Public Accountants on the overall change of the issuer to establish a joint stock company in April 2015
Audit report and financial statements of Hangzhou Heshun New Material Co., Ltd. (xksbz [2015] No. 610377) issued on the 15th
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 and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this legal opinion, if the total is inconsistent with the mantissa of the sum of the itemized values, it is caused by rounding.
About Hangzhou Heshun Technology Co., Ltd
Applying for IPO and listing on GEM
Legal opinion
Gflzz [2020] an330-1
To: Hangzhou Heshun Technology Co., Ltd. (issuer)
According to the legal 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.
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, administrative regulations, rules and normative documents, as well as 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, Issue this legal opinion on the issue and listing of the issuer.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers only express legal opinions on the legal issues related to this issuance and listing, on the facts that have occurred or exist before the issuance date of this legal opinion, and only in accordance with the current effective laws, administrative regulations, rules, normative documents of China and the relevant provisions of the CSRC and the stock exchange, and do not express legal opinions in accordance with any laws outside China, Where it is necessary to invoke overseas laws, the legal opinions provided by legal service institutions outside China shall be quoted;
2. In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, our lawyers have strictly performed their statutory duties for the facts that have occurred or exist before the date of issuance of this legal opinion, followed the principles of diligence and good faith, and conducted sufficient inspection to ensure that the facts identified in the legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities;
3. Our lawyer agrees to submit this legal opinion as a necessary legal document for the issuer to apply for this issuance and listing together with other materials; The lawyer of the exchange agrees that the issuer may quote the relevant contents of this legal opinion and the lawyer’s work report in the legal documents prepared by the issuer for the purpose of applying for this issuance and listing or in accordance with the requirements of the examination authority, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation;
4. The contents listed in this legal opinion are the concluding opinions of the Issuer on legal issues related to this issuance and listing; The factual materials, inspection principles, inspection methods, inspection contents, inspection process, inspection results, relevant national regulations and necessary documents related to the contents listed in this legal opinion are detailed in the lawyer’s work report issued by our lawyer for the issuer’s issuance and listing;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the certificates, testimony or documents issued or provided by relevant government departments, judicial organs, issuers, other relevant units or relevant persons to issue legal opinions;
For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notary institutions and other public institutions, our lawyers have fulfilled the relevant obligations specified in the measures for the administration of securities legal business and the rules for the practice of securities legal business, And take the above documents as the basis for issuing legal opinions; Our lawyers do not express opinions on non legal professional matters such as accounting, capital verification, audit and asset evaluation. For the contents of the above-mentioned non legal professional matters involved in this legal opinion, our lawyers strictly quote the professional documents issued by relevant institutions and the instructions issued by the company or relevant persons, The foregoing quotation is not deemed as any express or implied guarantee made by our lawyers for the authenticity and accuracy of the quoted contents, and our lawyers do not have the legal qualification to check and judge such contents; During the inspection, our lawyers have specially reminded the issuer and other institutions and personnel subject to the inspection of our lawyers that the certificates or testimony provided by them should be true
