Notice of Beijing Hairun Tianrui law firm on the initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and its listing on the gem
Supplementary legal opinion (VI)
[2020] Hai Zi No. 087-6
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
interpretation…… 2 Part I update of legal matters related to this offering and listing five
1、 The approval and authorization of the issuer for this issuance and listing five
2、 The issuer’s subject qualification for this issuance and listing five
3、 The issuer’s substantive conditions for this issuance and listing five
4、 Establishment of the issuer eight
5、 Independence of the issuer eight
6、 Promoter or shareholder (actual controller) ten
7、 The share capital of the issuer and its evolution ten
8、 Issuer’s business ten
9、 Related party transactions and horizontal competition eleven
10、 The principal property of the issuer twelve
11、 Significant creditor’s rights and debts of the issuer fourteen
12、 Significant asset changes and mergers and acquisitions of the issuer fifteen
13、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors sixteen
14、 Formulation and amendment of the issuer’s articles of Association sixteen
15、 Directors, supervisors and senior managers of the issuer and their changes sixteen
16、 Issuer’s tax sixteen
17、 The issuer’s environmental protection and product quality, technology and other standards seventeen
18、 Application of funds raised by the issuer eighteen
19、 The issuer’s business development objectives eighteen
20、 Litigation, arbitration or administrative punishment eighteen
21、 Evaluation of the legal risk of the issuer’s prospectus twenty
22、 Concluding observations 20 part II feedback reply update twenty-one
1、 Question 1 of the first round of inquiry letter About peer competition twenty-one
2、 Question 7 of the first round of inquiry letter On administrative punishment twenty-eight
3、 Question 2 of the second round of inquiry letter Accounts receivable, notes receivable and third-party collection twenty-eight
4、 Question 12 of the second round of inquiry letter About horizontal competition twenty-nine
5、 Question 1 of the third round of inquiry letter About cost verification thirty-three
6、 Question 5 of the third round of inquiry letter About capital flow verification thirty-three
interpretation
Audit report refers to the audit report of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhsz (2021) 0211544) issued by Zhong Shen Zhong Huan
Internal control assurance report refers to the internal control assurance report of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. issued by Zhongshen Zhonghuan zhuanzi (2021) 0211248
Zhonghuan zhuanzi (2021) No. 02011250 “tax review report” issued by Zhongshen Zhonghuan refers to the special review report on the tax payment of main taxes of Huadu Special Electric Co., Ltd
“Non recurring profit and loss assurance report” refers to the assurance report on non recurring profit and loss of Xinhua Special Electric Co., Ltd. (Zhonghuan zhuanzi (2021) 0211249) issued by Zhongshen Zhonghuan
The reporting period, the last three years and the first period refer to 2018, 2019, 2020 and January June 2021
Beijing Hairun Tianrui law firm
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
IPO and listing on GEM
Supplementary legal opinion (VI)
[2020] Hai Zi No. 087-6 to: New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
According to the special legal service agreement signed between the issuer and the bourse, the bourse is entrusted to act as the special legal adviser of the issuer for this issuance and listing. In accordance with relevant laws, regulations and normative documents such as the securities law, the company law, the measures for the administration of registration, 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 law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the CSRC Other relevant regulations of Shenzhen Stock Exchange, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, issued the [2020] Hai Zi No. 087 legal opinion of Beijing Hairun Tianrui law firm on the initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and its listing on the gem [2020] Hz No. 087-1 supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing on gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (I), (2020] Hz No. 087-2 supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing on gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (II) [2020] Hz No. 087-3 supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing on gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (III), and [2020] Hz No. 087-4 supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing on gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (IV) [2020] Hz No. 087-5 supplementary legal opinion of Beijing Hairun Tianrui law firm on initial public offering and listing on gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (V), and [2020] Hz No. 088 lawyer work report of Beijing Hairun Tianrui law firm on initial public offering and listing on gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd.
As the issuer adjusted the audit base date of the financial data declared for this issuance and listing to June 30, 2021, and the reporting period to January 1, 2018 to June 30, 2021, China audit Zhonghuan audited the issuer’s financial statements for 2018, 2019, 2020 and January June 2021 and issued the audit report. For this reason, the exchange has verified the matters related to the adjustment of the issuer’s audit base date, the changes of the issuer’s production and operation activities since the supplementary legal opinion (V) as of the audit base date (except for special instructions), and the changes of legal matters involved in previous feedback replies, and issued this supplementary legal opinion. Unless otherwise specified, the relevant facts reflected in this supplementary legal opinion are the facts during the period from January to June 2021 or up to June 30, 2021.
This supplementary legal opinion forms an integral part of the legal opinion, the lawyer’s work report and the previous supplementary legal opinion. For matters not expressed in this supplementary legal opinion, the legal opinion, the lawyer’s work report and the previous supplementary legal opinion shall prevail; If the opinions expressed in this supplementary legal opinion are different from those in the legal opinion, lawyer work report and previous supplementary legal opinions, or if the legal opinion, lawyer work report and previous supplementary legal opinions are not disclosed or expressed, this supplementary legal opinion shall prevail. Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as the legal opinion, lawyer work report and previous supplementary legal opinion issued by the exchange for the issuer’s issuance and listing.
In accordance with the requirements of relevant laws, regulations and normative documents, as well as the business standards, ethics and diligence recognized by the Chinese lawyer industry, our lawyers hereby issue the following supplementary legal opinions on the issuer’s issuance and listing:
Part I update of legal matters related to this offering and listing
1、 Approval and authorization of the issuer for this issuance and listing
According to the resolution documents of the board of directors and the general meeting of shareholders approving and approving the issuer’s issuance and listing, the issuer held the 2019 annual general meeting on April 30, 2020, made resolutions on the issuer’s issuance and listing plan, the feasibility of the investment project of the raised funds and other matters that need to be clarified according to law, and authorized the board of directors to handle matters related to the issuance and listing; The validity period of the resolution of the general meeting of shareholders and the authorization period of the board of directors are 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
In view of the expiration of the validity period of the issuer’s resolution on this issuance and listing and the authorization period to the board of directors, on April 6, 2021 and April 21, 2021, the issuer held the fourth meeting of the Fourth Board of directors and the first extraordinary general meeting of shareholders in 2021 to extend the validity period of the issuer’s resolution on this issuance and listing and the authorization period to the board of directors for 12 months.
After verification, our lawyers believe that the necessary approvals and authorizations obtained by the issuer at this stage in applying for this issuance and listing are still valid, and the registration consent of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange are still required. The issuer will be listed on the gem of Shenzhen Stock Exchange after this issuance.
2、 The issuer’s subject qualification for this issuance and listing
According to the issuer’s current valid business license, articles of association and company registration materials, audit report issued by Zhongshen Zhonghuan and other documents, as of the date of issuance of this supplementary legal opinion, the issuer is a joint stock limited company established and effectively existing by a limited liability company according to law, and there is no situation requiring termination as stipulated in laws, regulations, normative documents and articles of association.
After verification, our lawyers believe that the issuer still has the subject qualification of this issuance and listing.
3、 The issuer’s substantive conditions for this issuance and listing
According to the verification of the lawyers of the exchange, the issuer still meets the substantive conditions for applying for IPO and listing on the gem stipulated in the company law, the securities law, the measures for registration administration, the rules for listing on the gem and other laws, regulations and normative documents. The specific conditions are as follows:
(I) the issuer’s current issuance and listing meets the substantive conditions stipulated in the company law and the securities law
The shares to be issued to the public for one time shall be of the same class as the shares to be issued to the public in accordance with the provisions of Article 26 of this law, and each share shall have the same price as the shares to be issued to the public for the same time.
2. According to the information provided by the issuer, the audit report, internal control assurance report issued by Zhongshen Zhonghuan, the supporting documents issued by the competent authority of the issuer, the statement and commitment documents issued by the issuer, its controlling shareholders and actual controllers, and verified by the lawyers of the exchange, the issuer meets the following conditions: (1) it has a sound and well functioning organization; (2) Have the ability of continuous operation; (3) The financial and accounting reports of the last three years have been issued with unqualified audit reports; (4) The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years; (5) Other conditions prescribed by the securities regulatory authority under the State Council approved by the State Council. The issuer complies with the provisions of Article 12 of the securities law.
(II) the issuer’s current issuance and listing meets the conditions specified in the registration management measures
1. The issuer is a joint stock limited company established in accordance with the law and has continued to operate for more than three years. It has a sound and well functioning organization. Relevant institutions and personnel can perform their duties in accordance with the law and comply with the provisions of Article 10 of the measures for the administration of registration.
2. According to the information provided by the issuer, the audit report, internal control assurance report issued by Zhongshen Zhonghuan and the statement and commitment issued by the issuer, and verified by our lawyers, the issuer’s basic accounting work is standardized, and the preparation and disclosure of financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, which fairly reflects the issuer’s financial position, operating results and cash flow in all material aspects, The financial and accounting reports of the last three years shall be issued with unqualified audit reports by certified public accountants, which shall comply with the provisions of paragraph 1 of Article 11 of the measures for the administration of registration.
3. According to the information provided by the issuer, the internal control assurance report issued by Zhongshen Zhonghuan, the statement and commitment issued by the issuer and verified by our lawyers, the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the operation efficiency, legal compliance and reliability of the company’s financial report, and the certified public accountant has issued an internal control assurance report with an unqualified conclusion, Comply with the provisions of paragraph 2 of Article 11 of the measures for the administration of registration.
4. According to the information provided by the issuer, the statements and commitments issued by the issuer, its controlling shareholders and actual controllers, and the audit report issued by Zhongshen Zhonghuan, and verified by the lawyers of this firm, the issuer’s business is complete, has the ability to directly face the market and operate independently and continuously, and complies with the provisions of Article 12 of the registration management measures. 5. According to the information provided by the issuer, the statement and commitment issued by the issuer and verified by the lawyers of the exchange, the issuer produces and operates
