Beijing Guofeng law firm
About Hangzhou Shenhao Technology Co.Ltd(300853)
Applying for issuing convertible corporate bonds to unspecified objects
One of the supplementary legal opinions
Gflzz [2021] an181-5
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
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The first part is the reply to the inquiry four
1、 Question 2 of the inquiry letter four
2、 Question 3 of the inquiry letter six
3、 Question 4 of the inquiry letter 8 Part II supplementary information disclosure in the new period thirteen
1、 The issuer's subject qualification for this issuance and listing thirteen
2、 The issuer's substantive conditions for this issuance and listing thirteen
3、 Issuer's business twenty
4、 Related party transactions and horizontal competition twenty
5、 The principal property of the issuer twenty-one
6、 Significant creditor's rights and debts of the issuer twenty-three
7、 Issuer's tax twenty-eight
8、 The issuer's environmental protection, product quality and technical standards thirty
9、 Litigation, arbitration or administrative punishment thirty-one
10、 The general concluding observations of this offering thirty-two
Beijing Guofeng law firm
About Hangzhou Shenhao Technology Co.Ltd(300853)
Applying for issuing convertible corporate bonds to unspecified objects
One of the supplementary legal opinions
Gflzz [2021] an181-5
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. The exchange has examined the documents and relevant facts provided by the issuer in accordance with the provisions of relevant laws, regulations, rules and normative documents and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, And issued the legal opinion of Beijing Guofeng law firm on Hangzhou Shenhao Technology Co.Ltd(300853) applying for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the "legal opinion") on the issue of the issuer Lawyer's work report of Beijing Guofeng law firm on Hangzhou Shenhao Technology Co.Ltd(300853) applying for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "lawyer's work report").
According to "No. 211936" Notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as "feedback") and the requirements of the issuer, at the same time, due to the changes in the relevant situation of the issuer between the issuance of the above-mentioned legal opinion and lawyer work report and the issuance date of this supplementary legal opinion (hereinafter referred to as "new period"), On the basis of further inspection of the issuer's issuance, our lawyers issue this supplementary legal opinion to modify, supplement or further explain the relevant contents of the legal opinion and lawyer's work report already issued by our lawyers.
Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for the issuer's issuance together with other materials, and bear corresponding responsibilities for this supplementary legal opinion according to law; This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose.
The matters stated by our lawyers in the legal opinion and lawyer work report are also applicable to this supplementary legal opinion. Unless otherwise specified, the meaning of relevant terms in this supplementary legal opinion is consistent with that of the same terms in the legal opinion and lawyer's work report.
In accordance with the requirements of relevant laws, regulations, rules and normative documents such as the company law, the securities law, the measures for the administration of issuance, the measures for the administration of securities legal business, the rules for the practice of securities legal business, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, our lawyers issued the following supplementary legal opinions:
1、 Question 2 of the inquiry letter
The issue plans to raise 550 million yuan for the new intelligent Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization base construction project of yuzhenggongchu [2020] plot 20 (hereinafter referred to as the intelligent Siasun Robot&Automation Co.Ltd(300024) project) and supplement working capital. After the completion of the intelligent Siasun Robot&Automation Co.Ltd(300024) project, the capacity of 350 sets of Rail Transit Intelligent Patrol Siasun Robot&Automation Co.Ltd(300024) (including 210 sets of rail transit line patrol Siasun Robot&Automation Co.Ltd(300024) , 140 sets of train bottom detection Siasun Robot&Automation Co.Ltd(300024) etc.) will be formed. The estimated after tax financial internal rate of return of the project is 29.45%. During the reporting period, the smart Siasun Robot&Automation Co.Ltd(300024) produced and sold by the company was mainly used in power system inspection, and the customers were mainly state grid and its subordinate enterprises. In July 2020, the issuer raised 620576900 yuan through initial public offering for smart Siasun Robot&Automation Co.Ltd(300024) production and construction projects, R & D center construction projects and supplementary working capital. As of March 31, 2021, the first intelligent Siasun Robot&Automation Co.Ltd(300024) production and construction project is still under construction, and the proportion of the use progress of the raised funds is 55.98%.
The issuer is requested to supplement: (1) the connection and difference between the target product of raised investment, Rail Transit Intelligent Patrol Siasun Robot&Automation Co.Ltd(300024) and the issuer's existing products in terms of technology application, raw materials, production equipment, etc., the technical situation mastered in the implementation of the intelligent Siasun Robot&Automation Co.Ltd(300024) project, and whether there are major uncertainties in the technical research and development and mass production of the raised investment project; (2) Whether the implementation of the raised investment project needs to obtain relevant franchise licenses, and whether all the qualifications and licenses involved in the production of the project have been obtained; (3) The customer certification, trial acceptance, etc. obtained by the intelligent Siasun Robot&Automation Co.Ltd(300024) project, and in combination with the customer development in the business field and new business field during the reporting period, explain whether the issuer has the ability to develop customers in the rail transit field and whether there is significant uncertainty in the sales of the products of the raised investment project; (4) In combination with the changes in the sales volume and market share of the company's new products in recent years, the market capacity, market competition pattern, on-hand orders or intentional orders of the target products of the raised investment project, explain whether the new production capacity of the raised investment can be effectively digested; (5) The average product unit price in the benefit calculation of raised investment projects is much higher than the issuer's existing products.
Please explain the determination basis and rationality of the product unit price and other parameters used in the profit forecast, conclude the relevant product prices and business profits of the companies in the contract industry, and explain whether the benefit calculation is reasonable and prudent; (6) In combination with the issuer's existing production and R & D personnel, production capacity, projects under research, R & D reserves, explain whether the company has the personnel, technical reserves and R & D management ability to implement two raised investment projects at the same time, the solution to the fund gap of raised investment projects, and whether there are large financial risks.
The issuer is requested to fully disclose the risks related to (1) (3) (4) (5) (6).
Ask the sponsor to check and give clear opinions, ask the accountant to check and give clear opinions on (5) (6), and ask the lawyer of the issuer to check and give clear opinions on (2).
(I) whether to obtain relevant franchise license for the implementation of raised investment projects
According to the resolution of the third meeting of the third board of directors of the issuer, the resolution of the 2020 annual general meeting of shareholders and the feasibility analysis report on the use of funds raised by Hangzhou Shenhao Technology Co.Ltd(300853) issuing convertible corporate bonds to unspecified objects and the prospectus prepared by the board of directors of the issuer, The issuer's raised investment project is the construction project of new intelligent Siasun Robot&Automation Co.Ltd(300024) R & D and industrialization base of yuzhenggongchu [2020] plot 20 and supplementary working capital. The main content of the project construction is to build a new R & D and industrialization base and purchase advanced production equipment, testing equipment and R & D experimental equipment.
According to the statement of the issuer, the feasibility analysis report of Hangzhou Shenhao Technology Co.Ltd(300853) issuing convertible corporate bonds to unspecified objects to raise funds and the prospectus prepared by the board of directors of the issuer, and the lawyer of the exchange interviewed the business leader of the issuer, the implementation of the raised investment project does not need to obtain the franchise license. In conclusion, our lawyers believe that the implementation of the raised investment project does not need to obtain the franchise license.
(II) whether all the qualifications and licenses involved in the production of the project have been obtained
According to the provisions of relevant laws, regulations, rules and normative documents, and after checking the relevant qualifications and licenses of the issuer, as of the issuance date of this supplementary legal opinion, the qualifications and licenses related to the production of raised investment projects obtained by the issuer are as follows:
Order holder qualification license name qualification license number issuing time issuing unit validity period
number
Pollutant discharge in Hangzhou 33011039012110
1 issuer release permit 7 February 28, 2017 Hangzhou District Environmental Protection Bureau February 27, 2022
Undertake the installation (repair and test) of national energy
2 power facility license of the issuer 4- Contemporary Amperex Technology Co.Limited(300750) 2018 2021.8.30 Zhejiang supervision and administration office 2024.1.1 (level IV)
3 the issuer's work safety standardization Hangzhou aqbjx 2020.3.16 Hangzhou 2023.4
Level III enterprise (machinery) Ⅲ 202 Sichuan New Energy Power Company Limited(000155) Emergency Management Bureau
4 the issuer's construction enterprise qualification d2333228332021.7.21 Zhejiang residence certificate 2026.7.20 housing and urban and rural
Order holder qualification license name qualification license No. issuing time issuing unit validity No
provincial bureau of public works
According to the registration (code assignment) information form of enterprise investment projects in Zhejiang Province, the registration of the issuer's raised investment projects is as follows:
No. name of raised investment project filing authority filing date filing document No
Yu zhenggongchu [2020] 20
Plot No. 1 new intelligent machine Yuhang District Development and Reform Bureau 2021.1.14210133011004-01 1 machine R & D and industrialization-483703
Base construction project
2 supplementary working capital ---
According to the administrative measures for environmental protection of construction projects in Zhejiang Province (revised in 2021) and the visit of our lawyers to Yuhang environmental protection supervision office in Yuhang District, Hangzhou, The project is not included in the list of environmental impact assessment of new-type projects of the Ministry of construction of the people's Republic of China (No. 2024 No. 024 of the people's Republic of China investment and environmental impact assessment) (No. 2024 No. 20 of the Ministry of environmental impact assessment of the project).
According to the relevant real estate ownership certificates of the issuer, the land use of the raised investment project of the issuer is as follows:
No. name of raised investment project land use right certificate No. land acquisition date land acquisition method
Yu zhenggongchu [2020] 20
New intelligent machine Zhejiang (2021) Yuhang District real estate of plot No. 2021.1.29
One person R & D and industrialization base property right No. 0015220
Construction Project
2 supplementary working capital ---
In conclusion, our lawyers believe that all the qualifications and licenses related to the production of the raised investment project have been obtained.
2、 Question 3 of the inquiry letter
According to the application documents, the convertible bonds issued this time will be placed preferentially to the original shareholders of the company, and the original shareholders have the right to give up the right of placement.
The issuer is requested to disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose.
Ask the sponsor and the issuer's lawyer to check and express clear opinions.
According to China Securities Depository and Clearing Co., Ltd
