About Beijing JUNHE law firm
Han’S Laser Technology Industry Group Co.Ltd(002008) legal opinion on the spin off of its subsidiary Shenzhen Han’s Photoelectric Equipment Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange
China. Beijing
8 Jianguomen North Street
20th floor, China Resources Building, zip code: 100005
Tel: (010) 85191300 Fax: (010) 85191350
catalogue
Text 5 I. approval and authorization of this spin off 6 II. Subject qualification of this spin off 7 III. substantive conditions of this spin off 8 IV. verification of matters related to this spin off 16 v. information disclosure of this spin off 18 VI. concluding comments nineteen
20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 85191300 F: (86-10) 85191350 [email protected]. About Beijing JUNHE law firm
Han’S Laser Technology Industry Group Co.Ltd(002008)
Spin off its subsidiary Shenzhen Han’s Photoelectric Equipment Co., Ltd
Listed on the gem of Shenzhen Stock Exchange
Legal opinion
Han’S Laser Technology Industry Group Co.Ltd(002008) ：
Beijing JUNHE law firm (hereinafter referred to as “the firm”) is a law firm qualified to engage in legal business. In accordance with the legal counsel agreement signed with Han’S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as ” Han’S Laser Technology Industry Group Co.Ltd(002008) ” or “listed company” or “company”), in the capacity of distinguished legal counsel, This legal opinion is issued on the initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) (hereinafter referred to as the “spin off”) of the subsidiary of Han’S Laser Technology Industry Group Co.Ltd(002008) spin off, Shenzhen Han’s Photoelectric Equipment Co., Ltd. (hereinafter referred to as “Han’s photoelectric”).
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the spin off of listed companies (Trial) (hereinafter referred to as the “spin off rules”) and other laws of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Regulations and rules and other normative documents issued by departments under the State Council (hereinafter referred to as “normative documents”).
In order to issue this legal opinion, our lawyers investigated the subject qualification, substantive conditions and information disclosure of the company’s spin off, and consulted the documents that our lawyers thought necessary to issue this legal opinion, including but not limited to the relevant records, materials and certificates related to the approval and authorization, subject qualification and substantive conditions of the spin off, And relevant laws, regulations and normative documents, and made inquiries and necessary discussions with the members of the board of directors and senior managers on relevant matters.
In the course of the foregoing investigation, our lawyers have obtained the following assurance from the company: the company has provided the original written materials, copies or oral testimony that our lawyers believe is necessary to issue this legal opinion. After verification by our lawyers, the relevant copies or copies are consistent with the original.
The lawyers of our firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative legal documents officially promulgated and implemented by the state, and based on their understanding of relevant facts and laws.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Han’S Laser Technology Industry Group Co.Ltd(002008) or other relevant institutions to make judgments.
Our lawyers only express opinions on legal issues related to the spin off, and do not express opinions on audit, asset evaluation, investment decision-making, etc. The reference of our lawyers to some data and conclusions in professional reports such as accounting statements, audit reports and assurance reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers do not have the qualification and ability to comment on the financial data and other professional matters involved in this spin off. Therefore, our lawyers rely on the opinions of qualified professional institutions to judge these professional issues.
In accordance with the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Sufficient verification and verification have been carried out to ensure 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 or major omissions, and bear corresponding legal liabilities.
This legal opinion is only for the purpose of this spin off of the company and shall not be used for any other purpose. Our lawyer agrees that the company will take this legal opinion as an integral part of its application materials for this spin off, and bear the responsibility for the legal opinion issued according to law.
text
For the convenience of expression in this legal opinion, in this legal opinion, unless otherwise specified, the following words have the following meanings:
Han’S Laser Technology Industry Group Co.Ltd(002008) . Listing refers to Han’S Laser Technology Industry Group Co.Ltd(002008)
Company, company
Han optoelectronics refers to Shenzhen Han Optoelectronics Equipment Co., Ltd
Yunsheng consulting refers to Shenzhen Yunsheng consulting partnership (limited partnership)
Shenzhen Baixiang Consulting Co., Ltd
Zu Dian Ju Xian refers to Shenzhen Zu Dian Ju Xian consulting partnership (limited partnership)
Hexin consulting refers to Shenzhen Hexin consulting partnership (limited partnership)
Gaoling Yurun refers to Beijing Gaoling Yurun equity investment fund partnership (limited partnership)
CSI investment refers to Citic Securities Company Limited(600030) Investment Co., Ltd
Hi tech venture capital refers to Shenzhen hi tech Venture Capital Co., Ltd
Hi tech investment Zhiyuan phase I refers to Shenzhen hi tech investment Zhiyuan phase I equity investment fund partnership (limited partnership)
Xiaohe venture capital refers to Shenzhen Xiaohe venture capital partnership (limited partnership)
This spin off refers to the initial public offering of RMB common shares by Han Zu optoelectronics, the subsidiary of Han’S Laser Technology Industry Group Co.Ltd(002008) spin off, and its listing on the gem of Shenzhen Stock Exchange
Materials with conductivity between conductor and insulator at room temperature can be divided into integrated circuit (IC), discrete devices, optoelectronics and sensors according to semiconductor manufacturing technology. They can be widely used in downstream communication, computer, consumer electronics, network technology, automobile, aerospace and other industries.
The application of semiconductors in lighting, display, energy, integrated circuits and other fields constitutes the pan semiconductor industry, which is finally applied in optoelectronics, photovoltaic and other industries.
Lighting emitting diode, i.e. light emitting diode, is a semi-conductive led solid-state light-emitting device, which uses solid semiconductor chip as light-emitting material to generate photons through carrier recombination in semiconductor.
Packaging and testing: firstly, seal and test the manufactured semiconductor chip, and then confirm the structure and electrical function of the components to ensure that the semiconductor components meet the requirements of the system. The whole process is called packaging testing.
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 spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
The articles of association refers to the current effective Han’S Laser Technology Industry Group Co.Ltd(002008) articles of association
Audit report refers to Han’S Laser Technology Industry Group Co.Ltd(002008) audit report
Annual report of Han’S Laser Technology Industry Group Co.Ltd(002008) 2018, annual report of Han’S Laser Technology Industry Group Co.Ltd(002008) 2019, annual report of Han’S Laser Technology Industry Group Co.Ltd(002008) Technology Industry Group Co., Ltd. 2020
Han’S Laser Technology Industry Group Co.Ltd(002008) about the spin off office
The spin off plan refers to the subsidiary Shenzhen Han’s Photoelectric Equipment Co., Ltd. to entrepreneurship
Plan for listing on board
Prospectus refers to the initial public offering of Shenzhen Han’S Laser Technology Industry Group Co.Ltd(002008) Technology Co., Ltd
Stock prospectus
Beijing JUNHE law firm
Ruihua means Ruihua Certified Public Accountants (special general partnership)
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Rongcheng means Rongcheng Certified Public Accountants (special general partnership)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
1、 Approval and authorization of this spin off
On March 7, 2022, the company held the 11th meeting of the 7th board of directors, The proposal on the spin off of its subsidiary Shenzhen Han’s Optoelectronic Equipment Co., Ltd. for listing on the gem in compliance with relevant laws and regulations and the proposal on the spin off of Shenzhen Han’s Optoelectronic Equipment Co., Ltd. for initial public offering and listing on the gem were reviewed and approved Proposal on Han’S Laser Technology Industry Group Co.Ltd(002008) the plan for the spin off of its subsidiary Shenzhen Han’s Optoelectronic Equipment Co., Ltd. to be listed on the growth enterprise market; proposal on the compliance of the spin off and listing of Shenzhen Han’s Optoelectronic Equipment Co., Ltd. with the rules for the spin off of listed companies (trial) Proposal on spin off of Shenzhen Han’s Optoelectronic Equipment Co., Ltd. for listing on the gem is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, proposal on the company’s ability to maintain independence and sustainable operation, proposal on Shenzhen Han’s Optoelectronic Equipment Co., Ltd. having corresponding standardized operation ability The proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the spin off listing, the proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in the spin off, and the proposal on the purpose, commercial rationality, necessity and feasibility analysis of the spin off. Independent directors have expressed their independent opinions on the above matters.
Based on the above, our lawyers believe that the 11th meeting of the seventh board of directors of the company has agreed on the listing plan, the spin off plan and the spin off
