Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Legal opinion on the application for listing of initial public offering shares on the gem of Shenzhen Stock Exchange
Gflzz [2020] an330-40
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
Beijing Guofeng law firm
About Hangzhou Heshun Technology Co., Ltd
Legal opinion on the application for listing of initial public offering shares on the gem of Shenzhen Stock Exchange
Gflzz [2020] an330-40
To: Hangzhou Heshun Technology Co., Ltd. (issuer)
According to the agreement signed by the company (hereinafter referred to as "Guohe law firm") and, As the special legal adviser for the issuer to apply for the initial public offering of RMB common shares (A shares) (hereinafter referred to as "this offering") and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this listing", which is jointly referred to as "this offering listing" with this offering), the exchange provides relevant legal services for this offering and listing.
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 measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") The measures for the administration of securities legal business of law firms (hereinafter referred to as the "measures for the administration of securities legal business"), the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the "rules for the practice of securities legal business") and other laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Checked the documents and relevant facts provided by the issuer, and issued this legal opinion on the 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 listing, on the facts that have occurred or exist before the date of issuance 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 China Securities Regulatory Commission (hereinafter referred to as 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 registration, 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 and complete, The concluding opinions issued are legal and accurate, free from false records, misleading statements or major omissions, and 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 listing together with other materials; The lawyers of the exchange agree that the issuer may quote the relevant contents of this legal opinion on its own in the legal documents prepared for the application for this listing or at the request of the examination authority, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation;
4. 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 above-mentioned quotation is not regarded as any express or implied guarantee by our lawyers for the authenticity and accuracy of the quoted contents, Our lawyers are not legally qualified to examine and judge such contents; During the inspection, our lawyer has specially reminded the issuer and other institutions and personnel subject to the inspection of our lawyer that the certificates or testimony provided by them should be true, accurate and complete, and all copies or copies should be completely consistent with the original or the original without any false records, misleading statements or major omissions. They should bear corresponding legal liabilities for any commitments or confirmation made;
The issuer has guaranteed that it has provided all relevant factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this legal opinion to our lawyers, and confirmed that all documents provided by the issuer are true, accurate, legal, effective and complete, without any false records, misleading statements or major omissions, and all signatures and seals on the documents are true, All copies or duplicates are completely consistent with the original or the original;
5. This legal opinion is only for the purpose of the issuer's application for this listing and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, administrative regulations, rules and normative documents such as the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business and the rules for the practice of securities legal business, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have examined the documents and relevant facts provided by the issuer, and now issue the following legal opinions:
1、 Approval and authorization of this listing
1. After checking the meeting materials of the issuer's general meeting of shareholders, the second extraordinary general meeting of shareholders in 2020 held by the Issuer on October 31, 2020 deliberated and adopted the proposal on the company's application for initial public offering and listing on the gem, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this issuance and listing on the gem and other proposals related to this issuance and listing.
The contents of the above resolutions comply with laws, regulations, rules, normative documents and the articles of association of Hangzhou Heshun Technology Co., Ltd. (hereinafter referred to as the "articles of association"), which are legal and effective; The scope of authorization and procedures for the board of directors authorized by the general meeting of shareholders of the issuer to handle matters related to this issuance and listing are legal and effective. According to the above resolutions of the general meeting of shareholders, after the completion of this issuance, the issuer's shares will apply for listing on the gem of Shenzhen Stock Exchange. At the same time, the general meeting of shareholders of the issuer has authorized the board of directors to fully handle the relevant procedures for the listing of the company's shares on the gem of Shenzhen Stock Exchange.
2. On August 25, 2021, the Shenzhen Stock Exchange GEM Listing Committee held the 51st review meeting of the listing committee in 2021. After review, the issuer's issuance and listing met the issuance conditions, listing conditions and information disclosure requirements.
3. On January 28, 2022, China Securities Regulatory Commission issued "zjxk [2022] No. 253" reply on Approving the registration of initial public offering of shares of Hangzhou Heshun Technology Co., Ltd., agreeing to the registration application of the issuer for initial public offering of shares.
4. According to paragraph 1 of Article 46 of the securities law and article 1.3 of the listing rules, the issuer's current listing shall be examined and approved by the Shenzhen Stock Exchange, and a listing agreement shall be signed with the Shenzhen Stock Exchange before listing to clarify the rights, obligations and relevant matters of both parties.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the approval and authorization obtained by the issuer for this listing are legal and effective, and all necessary approvals and authorizations have been obtained except for the examination and approval of the Shenzhen Stock Exchange and the signing of the listing agreement with the Shenzhen stock exchange.
2、 The issuer's subject qualification for this listing
1. According to the statement of the issuer, the audit report (TJs [2021] No. 9348) issued by Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as the "audit report"), and the industrial and commercial registration data of the issuer, the "three sessions" meeting documents, relevant internal control systems and major procurement and sales contracts during the reporting period of the issuer, The issuer is a joint stock limited company established by Hangzhou Heshun Plastics Co., Ltd. (hereinafter referred to as "Heshun Co., Ltd.") according to the overall change of the audited original book net asset value into shares according to law. Since its establishment, Heshun Co., Ltd. has been in continuous operation for more than three years.
2. According to the current valid business license of the issuer and after querying the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）And other publicly disclosed information (query date: March 18, 2022). As of the query date, the basic information of the issuer is as follows:
Company name: Hangzhou Heshun Technology Co., Ltd
Unified social credit code 913 Dalian Demaishi Precision Technology Co.Ltd(301007) 494479f
Type of joint stock limited company (unlisted, natural person investment or holding)
Legal representative: fan Heqiang
The registered capital is 60 million yuan
Date of establishment: June 16, 2003
Business term: June 16, 2003 to no fixed term
Address: room 512, floor 5, building 1, No. 11, Liangzhan Road, Renhe street, Yuhang District, Hangzhou, Zhejiang Province
Production of insulating materials, plastic particles and polyester film. Services: technical development and services of functional films; Wholesale and retail: Wujinjiaodian, plastic products, chemical fibers, business scope textiles; Import and export of goods (except for items prohibited by laws and administrative regulations, and items restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3. According to the statement of the issuer, the articles of association, Hangzhou market supervision and Administration Bureau, Hangzhou Yuhang District Taxation Bureau of the State Administration of Taxation, Hangzhou Yuhang branch of Hangzhou planning and natural resources bureau, Hangzhou Yuhang District human resources and Social Security Bureau, Hangzhou Yuhang branch of Hangzhou housing provident fund management center, Hangzhou Customs of the people's Republic of China, Hangzhou fire rescue brigade, Hangzhou Yuhang District Emergency Management Bureau Supporting documents issued by Deqing County market supervision and Administration Bureau, Deqing County Taxation Bureau of the State Administration of Taxation, Deqing County natural resources and Planning Bureau, Deqing branch of Huzhou Ecological Environment Bureau, Deqing County Human Resources and Social Security Bureau, Deqing County branch of Huzhou housing provident fund management center, Huzhou customs of the people's Republic of China, Deqing County Fire Rescue Brigade, Deqing County Emergency Management Bureau and other competent government departments, And the enterprise publicity system is queried（ http://www.gsxt.gov.cn. , query date: March 18, 2022), people's court announcement website（ https://rmfygg.court.gov.cn. , inquiry date: March 18, 2022). As of the inquiry date, the issuer is a joint stock limited company validly existing in accordance with the law, and there are no circumstances that should be terminated according to laws, regulations, rules, normative documents and the articles of association.
To sum up, our lawyers believe that the issuer is a joint stock limited company established and effectively existing according to law, and there are no circumstances that should be terminated according to laws, regulations, rules, normative documents and the articles of association, so it has the subject qualification of this listing.
3、 Substantive conditions of the issuer's listing
1. Upon examination, the issuer's issuance and listing this time meets the issuance conditions specified in Articles 10 to 13 of the registration management measures, has passed the deliberation of the Listing Committee of Shenzhen Stock Exchange and obtained the approval for registration of this issuance from the CSRC, and has completed the public offering, which is in line with the provisions of item (I) of paragraph 1, article 2.1.1 of the listing rules.
2. According to the announcement on the results of the initial public offering and listing on the gem of Hangzhou Heshun Technology Co., Ltd. and the capital verification report (tianjianyan [2022] No. 92) issued by Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as the capital verification report), the total share capital of the issuer before the issuance was 60 million yuan. After the issuance, the total share capital was changed to 80 million yuan, Comply with the provisions of item (II) of paragraph 1 of article 2.1.1 of the listing rules that the total share capital after issuance shall not be less than 30 million yuan.
3. According to the announcement on the results of the initial public offering and listing on the gem of Hangzhou Heshun Technology Co., Ltd. and the capital verification report, the total number of shares of the issuer before the issuance is 60 million shares. After the issuance of 20 million shares, the total number of shares of the issuer reaches 80 million shares, and the shares issued publicly account for 25% of the total shares of the issuer, Comply with the provisions of item (III) of paragraph 1 of article 2.1.1 of the listing rules that the shares issued to the public reach more than 25% of the total shares.
4. According to the audit report, the issuer's net profits in 2019 and 2020 (based on the lower one before and after deducting non recurring profits and losses) were 347882 million yuan and 726937 million yuan respectively. The net profits in the last two years were positive, and the cumulative net profits were not less than 50 million yuan, which was in line with Article 2.1.1 of the listing rules
