Beijing Guofeng law firm
About Hangzhou Shenhao Technology Co.Ltd(300853)
Applying for issuing convertible corporate bonds to unspecified objects
Legal opinion
Gflzz [2021] an181-1
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…… 2 I. approval and authorization of this issuance 8 II. The issuer’s subject qualification for this offering 8 III. substantive conditions of this offering 9 IV. independence of the issuer 15 v. share capital and evolution of the issuer since its listing 15 VI. business of the issuer 16 VII. Related party transactions and horizontal competition 16 VIII. Main property of the issuer 19 IX. major creditor’s rights and debts of the issuer XX. Major asset changes and mergers and acquisitions of the issuer 20 Xi. Formulation and amendment of the articles of association of the issuer 21 XII. 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 XIII. Directors, supervisors and senior managers of the issuer and their changes 21 XIV. Tax of the issuer 22 XV. Environmental protection, product quality and technical standards of the issuer 22 XVI. Application of funds raised by the issuer 23 XVII. Business development objectives of the issuer 23 18. Litigation, arbitration or administrative punishment 23 XIX. Evaluation of the legal risk of the issuer’s prospectus 23 XX. General concluding observations of this offering twenty-four
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The issuer, Hangzhou Shenhao Technology Co.Ltd(300853) , company Hangzhou Shenhao Technology Co.Ltd(300853) , is a joint stock limited company established by Hangzhou Shenhao Information Technology Co., Ltd. on September 10, 2014
Shenhao Co., Ltd. refers to Hangzhou Shenhao Information Technology Co., Ltd., which was established on September 5, 2002 and is the predecessor of the issuer
Shengguan technology refers to Hangzhou Shengguan Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Shenhong intelligent refers to Hangzhou Shenhong Intelligent Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Nanjing shenningda refers to Nanjing shenningda Intelligent Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Nanjing shenningda Beijing branch refers to the Beijing Branch of Nanjing shenningda Intelligent Technology Co., Ltd., which is the branch of Nanjing shenningda
Shanghai DaoHai refers to Shanghai DaoHai Investment Co., Ltd., which is a shareholder holding more than 5% of the issuer’s shares
Jiangsu Jianyin refers to Jiangsu Jianyin Investment Co., Ltd., which is a shareholder holding more than 5% of the issuer’s shares
Haohe investment refers to Hangzhou Haohe investment partnership (limited partnership), which is the shareholder of the issuer
Haohong investment refers to Hangzhou Haohong investment partnership (limited partnership), which is the shareholder of the issuer
Haoyi investment refers to Hangzhou Haoyi investment partnership (limited partnership), which is the 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 to issue convertible corporate bonds to unspecified objects in Shenzhen Stock Exchange
The reporting period and the last three years refer to 2018, 2019, 2020 and January March 2021
Sponsor / lead underwriter refers to Huatai United Securities Co., Ltd
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Beijing Guofeng law firm
Issuance plan refers to the issuance of Hangzhou Shenhao Technology Co.Ltd(300853) to unspecified objects
Plan for convertible corporate bonds
Regulations on bondholders’ meeting refers to the issuance of Hangzhou Shenhao Technology Co.Ltd(300853) to unspecified objects
Rules for the meeting of bondholders of convertible companies
The prospectus refers to the prospectus for Hangzhou Shenhao Technology Co.Ltd(300853) issuing convertible corporate bonds to unspecified objects prepared by the issuer
“Credit rating report” refers to the “Dongfang jcgbp Zi [2021] No. 463” credit rating report issued by Dongfang Jincheng International Credit Evaluation Co., Ltd
The rules of procedure of the general meeting of shareholders refer to the rules of procedure of the Hangzhou Shenhao Technology Co.Ltd(300853) general meeting of shareholders, the rules of procedure of the board of directors refer to the rules of procedure of the Hangzhou Shenhao Technology Co.Ltd(300853) board of directors, the rules of procedure of the board of supervisors refer to the rules of procedure of the Hangzhou Shenhao Technology Co.Ltd(300853) board of supervisors, the measures for the administration of connected transactions refer to the measures for the administration of Hangzhou Shenhao Technology Co.Ltd(300853) connected transactions
The “tjss [2020] No. 68” audit report issued by Tianjian certified public accountants refers to the 20172019 audit report of Hao Technology Co., Ltd. and the “tjss [2021] No. 3758” audit report of Hangzhou Hangzhou Shenhao Technology Co.Ltd(300853) Co., Ltd. in 2020
The first quarter report of 2021 refers to the report of Hangzhou Shenhao Technology Co.Ltd(300853) the first quarter report of 2021
Internal control assurance report refers to the assurance report on Hangzhou Shenhao Technology Co.Ltd(300853) internal control (tjss [2021] No. 3760) issued by Tianjian certified public accountants
Use of previously raised funds refers to the use of Hangzhou Shenhao Technology Co.Ltd(300853) previously raised funds
Situation report
The “tianjianshen [2021] No. 3762” Hangzhou verification report on the use of previously raised funds issued by Tianjian certified public accountants refers to the verification report on the use of previously raised funds of Hangzhou Shenhao Technology Co.Ltd(300853) Co., Ltd
The articles of association of the issuer and the chapter of the company refer to the procedures of Hangzhou Shenhao Technology Co.Ltd(300853) articles of Association
Company Law refers to the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the registration of securities issuance by companies listed on the gem (for Trial Implementation)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The management of securities legal business refers to the measures for the administration of law firms engaging in securities legal business, and the practice of securities legal business refers to the rules for the practice of securities legal business of law firms (for Trial Implementation)
Rules
“Rules for the preparation and reporting of information disclosure by public securities companies” No. 12 refers to No. 12 – legal opinions and lawyers’ work reports on public securities issuance
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai stock exchange refers to Shanghai Stock Exchange
Credit information publicity system refers to the national enterprise credit information publicity system
The people’s Republic of China is only for the purpose of issuing this legal opinion. China and territory refer to excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: in this legal opinion, if the total is inconsistent with the sum of the sub item values, it is caused by rounding.
Beijing Guofeng law firm
About Hangzhou Shenhao Technology Co.Ltd(300853)
Applying for issuing convertible corporate bonds to unspecified objects
Legal opinion
Gflzz [2021] an181-1
To: Hangzhou Shenhao Technology Co.Ltd(300853) (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 issues this legal opinion accordingly.
The lawyer of the firm issues this legal opinion in accordance with the company law, the securities law, the administrative measures, the administrative measures for securities legal business, the rules for the practice of securities legal business and other relevant laws, regulations, rules, normative documents and the actual situation of the issuer, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
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 offering, 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 and relevant provisions of the CSRC, 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 together with other materials; The lawyer of the firm 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 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 offering; 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;
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;
The lawyer of the firm has fulfilled the certificate 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
