Guangdong Huashang law firm
About Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Issuing convertible corporate bonds to unspecified objects
Legal opinion
August, 2001
21a-3, 22a, 23a, 24a and 25A, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen, China
catalogue
Section 1 lawyer's statement 3 Section II text 4 I. approval and authorization of this issuance 4 II. Issuer's subject qualification 5 III. substantive conditions of this offering 6 IV. establishment and listing of the issuer 10 v. independence of the issuer Vi. controlling shareholder and actual controller of the issuer 13 VII. Share capital of the issuer and its evolution VIII. Business of the issuer 14 IX. related party transactions and horizontal competition 14 X. main property of the issuer 15 Xi. Major creditor's rights and debts of the issuer 16 XII. Major asset changes and mergers and acquisitions of the issuer 17 XIII. Formulation and amendment of the articles of association of the issuer 17 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 18 XV. Directors, supervisors and senior managers of the issuer and their changes XVI. Tax and financial subsidies of the issuer 19 XVII. Environmental protection, product quality, technology and other standards of the issuer 19 XVIII. Application of funds raised by the issuer 20 XIX. Business development objectives of the issuer 20. Litigation, arbitration or administrative punishment 21. Conclusion twenty-one
Guangdong Huashang law firm
About Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Issuing convertible corporate bonds to unspecified objects
Legal opinion
To: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Guangdong Huashang law firm (hereinafter referred to as "the firm") has accepted the entrustment of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as "the issuer" or "the company") to act as the special legal adviser for the issuer's issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as "the issuer").
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"), and the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "administrative measures") The rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the CSRC and the Shanghai Stock Exchange, In accordance with the requirements of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards recognized by the lawyer industry This legal opinion is issued for the issuance of convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects in the spirit of ethics and diligence.
Section 1 lawyer's statement
1、 In accordance with the provisions of 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 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 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.
2、 This legal opinion only expresses legal opinions on legal issues in China related to this offering. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, credit rating, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, credit rating, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer.
3、 The lawyer of the exchange agrees to take this legal opinion and lawyer's work report as the necessary legal documents for the issuer to apply for the issuance, submit them to the Shanghai stock exchange for approval together with other application materials and the CSRC to perform the registration procedures, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
4、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus prepared for this offering or in accordance with the examination requirements of CSRC and Shanghai Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the relevant contents of the prospectus again.
5、 The issuer promises to our lawyers that it has fully provided our lawyers with the original, true and complete written materials, copies, copies or oral testimony necessary for issuing this legal opinion, and that the copies of all documents provided to our lawyers are consistent with the original, and the signatures and seals on all documents are true, And all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
6、 This legal opinion is only used by the issuer for the purpose of this issuance. Without the written consent of the exchange, it shall not be used for any other purpose, or quoted and relied on by any other person.
7、 Unless otherwise specified, the abbreviation used in this legal opinion is consistent with the lawyer work report issued by this office. Any difference in the mantissa between the sum of the total and each addend in this legal opinion is caused by rounding.
Section II main body
1、 Approval and authorization of this offering
With regard to the approval and authorization of the issuer's issuance, our lawyers consulted the following documents, including but not limited to: the current effective articles of association of the issuer, the 30th meeting of the second board of directors and the second extraordinary general meeting in 2021, including meeting notice, meeting proposal, meeting resolution, voting vote, meeting minutes, etc, The necessary inspection procedures were performed.
The issuer has held the 30th meeting of the second board of directors on July 15, 2021, The meeting deliberated and adopted the proposal on the company's compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects, and the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report of the company issuing convertible corporate bonds to unspecified objects to raise funds, proposal on
< Chipsea Technologies (Shenzhen) Corp.Ltd(688595) （深圳）股份有限公司可转换公司债券持有人会议规则>
The independent directors of the issuer have expressed independent opinions on relevant issues, such as the proposal on the report on the use of the company's previously raised funds, the proposal on the company's issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and commitments of relevant subjects; The issuer held the second extraordinary general meeting of shareholders in 2021 on August 2, 2021, considered and passed the proposals related to the issuance, and authorized the board of directors to handle specific matters related to the issuance.
After verification, our lawyers believe that:
1. The shareholders' meeting of the issuer has made a resolution to approve the issuance in accordance with the prescribed procedures.
2. The contents of the above resolutions comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, and are legal and effective.
3. The scope of authorization and procedures of the general meeting of shareholders comply with the provisions of laws and regulations, and are legal and effective.
4. The issuer has fulfilled the necessary procedures for issuing convertible bonds to unspecified objects this time, which must be approved by the Shanghai Stock Exchange and registered by the CSRC.
2、 Issuer's subject qualification
According to the full set of industrial and commercial archives provided by the issuer and the inquiry of the national enterprise credit information publicity system by the exchange, the issuer is a joint stock limited company established by Xinhai Co., Ltd. based on the overall change of audited net assets on September 30, 2015, and obtained the business license with unified social credit code of 91440300754288784a issued by Shenzhen Municipal Supervision Bureau on November 23, 2015.
The issuer has been approved by the reply on Approving the registration of initial public offering of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (zjxk [2020] No. 1930) issued by China Securities Regulatory Commission and the notice on listing and trading of RMB common shares of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. on the science and Innovation Board issued by Shanghai Stock Exchange (SSE) (zjxk [2020] No. 328), Its shares were listed on the science and Innovation Board of Shanghai Stock Exchange on September 28, 2020. The stock is abbreviated as " Chipsea Technologies (Shenzhen) Corp.Ltd(688595) " and the stock code is "688595".
According to the articles of association, the business license (Unified Social Credit Code: 91440300754288784a) held by the issuer and the written confirmation issued by the Shenzhen Municipal Bureau of supervision on November 5, 2020, the industrial and commercial registration materials and the written confirmation issued by the issuer, and after the lawyers of the firm inquired the information of the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, The issuer is a legally existing joint stock limited company, and there is no dissolution by resolution of the general meeting of shareholders or dissolution due to merger or division, no bankruptcy due to failure to pay off due debts, no revocation of business license, order for closure or cancellation according to law, and no dissolution by the people's court in accordance with the provisions of the company law.
After verification, our lawyers believe that:
The issuer is a joint stock limited company established and validly existing according to law and its issued shares are listed on the science and Innovation Board of Shanghai Stock Exchange. As of the date of issuance of this legal opinion, the issuer has no circumstances that should be terminated in accordance with laws, regulations, normative documents and the articles of association, and the transaction of the issuer's shares should not be terminated according to law, Have the subject qualification of this issuance.
3、 Substantive conditions of this offering
The issuer's current issuance is the issuance of convertible corporate bonds by listed companies to unspecified objects. In accordance with the relevant provisions of the company law, the securities law and the administrative measures, our lawyers have examined the substantive conditions that the issuer should meet in accordance with laws, regulations and normative documents one by one. The lawyers of the firm consulted the issuer's audit report, annual report, first quarterly report of 2021 (Unaudited), internal control assurance report, assurance report on the use of the previously raised funds, prospectus, legal compliance certificates issued by relevant government departments, statements and commitments of the issuer, current directors of the issuer The questionnaire completed by the supervisors and senior managers, the issuer's industrial and commercial registration data, the resolutions of the general meeting of shareholders, the resolutions of the board of directors, the statements and commitments issued by the controlling shareholders and actual controllers of the issuer, the issuer's corporate governance related systems and other data, and the industrial and commercial registration information was queried in the national enterprise credit information publicity system.
After verification, our lawyers believe that:
(i) This offering meets the relevant conditions stipulated in the securities law
1. The issuer has established the general meeting of shareholders, the board of directors (and set up a strategy committee, audit committee, nomination committee, remuneration and assessment committee under the board of directors), the board of supervisors and other necessary internal institutions for carrying out daily business, and has employed senior managers such as the general manager, deputy general manager, chief financial officer and Secretary of the board of directors, It has established and improved the system of shareholders' meeting, the board of directors and its special committees, the board of supervisors, independent directors and the Secretary of the board of directors according to law, has a sound and well functioning organizational structure, and relevant institutions and personnel can perform their duties according to law, which is in line with the provisions of paragraph 1 (I) of Article 15 of the securities law.
2. According to the audit report, annual report, demonstration and analysis report of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. issuing convertible corporate bonds to unspecified objects and the written confirmation issued by the issuer, the issuer's net profits attributable to the owners of the parent company in 2018, 2019 and 2020 were 28.0914 million yuan, 42.8023 million yuan and 89.3215 million yuan respectively, The average three-year distributable profit is 53.4051 million yuan. Calculated according to the reasonable interest rate level, the average distributable profit of the issuer in the last three years is sufficient to pay one-year interest on corporate bonds, which is in line with the provisions of paragraph 1 (2) of Article 15 of the securities law.
3. According to the resolution of the issuer's second extraordinary general meeting in 2021 The proposal on the company's plan to issue convertible corporate bonds to unspecified objects, the plan for Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. to issue convertible corporate bonds to unspecified objects, the prospectus, the rules for the meeting of holders of convertible corporate bonds of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. and the written confirmation issued by the issuer, The raised funds of the convertible bonds issued this time will not be used for any purpose other than the approved purpose, nor will they be used to make up for losses and non productive expenses. The issuer promises to use the raised funds in strict accordance with the purposes of the funds listed in the prospectus. If the purpose of the funds is changed, it will be decided by the bondholders' meeting in accordance with the law, Comply with the provisions of paragraph 2 of Article 15 of the securities law.
4. According to the legal opinion "III. substantive conditions of this issuance (II) this issuance meets the relevant conditions specified in the administrative measures", our lawyers believe that this issuance meets the issuance conditions specified in the administrative measures and the provisions of paragraph 2 of Article 12 and paragraph 3 of Article 15 of the securities law.
5. According to the written confirmation issued by the issuer and verified by the lawyers of the exchange, the issuer does not have the following circumstances: (1) the fact that it has defaulted on the publicly issued corporate bonds or other debts or delayed the payment of principal and interest is still in a continuous state; (2) Violating the provisions of the securities law and changing the purpose of the funds raised by the public issuance of corporate bonds. The issuer is not prohibited from publicly issuing corporate bonds, which complies with the provisions of Article 17 of the securities law.
6. According to the information provided by the issuer and verified by our lawyers, the issuer has signed a recommendation agreement with Tianfeng Securities Co.Ltd(601162)
