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 (III)
[2020] Hai Zi No. 087-3
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
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 (III)
[2020] Hai Zi No. 087-3 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] Hai Zi No. 087-1 supplementary legal opinion (I) of Beijing Hairun Tianrui law firm on the initial public offering and listing on the gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. [hereinafter referred to as supplementary legal opinion (I)] [2020] Hai Zi No. 087-2 supplementary legal opinion (II) of Beijing Hairun Tianrui law firm on the initial public offering and listing on the gem of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. [hereinafter referred to as supplementary legal opinion (II)] [2020] Hai Zi No. 088 "lawyer work report 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".
According to the inquiry letter on the examination of the application documents of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. for initial public offering and listing on the gem (audit letter [2021] No. 010515) (hereinafter referred to as the inquiry letter) issued by Shenzhen Stock Exchange and the audit report (Zhong Huan Shen Zi (2021) No. 0203754) issued by Zhong Shen Zhong Huan on the financial status of the issuer in 2018, 2019 and 2020, This supplementary legal opinion is issued for the reply to the inquiry letter, the update of the legal matters involved in the supplement of the 2020 annual report and the update of previous feedback replies.
This supplementary legal opinion forms an integral part of the legal opinion and lawyer's work report. For matters not expressed in this supplementary legal opinion, the legal opinion and lawyer's work report shall prevail; If there is any difference between the opinions expressed in this supplementary legal opinion and the legal opinion and lawyer work report, or if the legal opinion and lawyer work report do not disclose or express opinions, 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 and lawyer work report 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:
catalogue
interpretation...... 3 part I reply to inquiry letter five
1、 Question 1 of the inquiry letter About cost verification five
2、 Question 5 of the inquiry letter About capital flow verification twenty-one
3、 Question 7 of the inquiry letter On the correction of accounting errors and the practice quality of intermediaries Part II update of legal matters related to this offering and listing sixty-four
1、 The approval and authorization of the issuer for this issuance and listing sixty-four
2、 The issuer's subject qualification for this issuance and listing sixty-four
3、 The issuer's substantive conditions for this issuance and listing sixty-four
4、 Independence of the issuer sixty-seven
5、 Promoter or shareholder (actual controller) sixty-nine
6、 Issuer's business seventy
7、 Related party transactions and horizontal competition seventy-two
8、 The principal property of the issuer seventy-three
9、 Significant creditor's rights and debts of the issuer seventy-five
10、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors seventy-seven
11、 Directors, supervisors and senior managers of the issuer and their changes seventy-seven
12、 Issuer's tax seventy-seven
13、 The issuer's environmental protection and product quality, technology and other standards seventy-nine
14、 Litigation, arbitration or administrative punishment seventy-nine
15、 Concluding observations 81 Part III feedback reply update eighty-one
1、 Question 1 of the first round of inquiry letter About horizontal competition eighty-one
2、 Question 3 of the first round of inquiry letter About the listing of the new third board ninety-two
3、 Question 7 of the first round of inquiry letter On administrative punishment ninety-eight
4、 Question 9 of the first round of inquiry letter About patents ninety-nine
5、 Question 2 of the second round of inquiry letter Accounts receivable, notes receivable and third-party collection ninety-nine
6、 Question 12 of the second round of inquiry letter About horizontal competition one hundred and one
interpretation
Audit report refers to the audit report of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhsz (2021) 0203754) issued by Zhong Shen Zhong Huan
Internal assurance report issued by zhongzhuanhuan Electric Co., Ltd
Zhonghuan zhuanzi (2021) 0203403 special audit report on tax payment of Xinhua Special Electric Co., Ltd. refers to the special audit report on tax payment of main taxes issued by Zhongshen Zhonghuan
"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) 0203400) issued by Zhongshen Zhonghuan
The reporting period and the last three years refer to 2018, 2019 and 2020
Part I reply to inquiry letter
1、 Question 1 of the inquiry letter About cost verification
(2) On the price fairness of non oriented silicon steel sheet purchased through traders
The on-site supervision found that from 2017 to 2019, Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as Hainan Jinpan Smart Technology Co.Ltd(688676) ) purchased Baoshan Iron & Steel Co.Ltd(600019) non oriented silicon steel sheet through Wuhan xinjiajun Trading Co., Ltd. and Shanghai Benjiao Electric Co., Ltd. (hereinafter referred to as xinjiajun group), which was larger than the issuer through Wuhan Zhongcheng Xinyuan Industrial Development Co., Ltd. (hereinafter referred to as Wuhan Zhongcheng Xinyuan) The scale of Baoshan Iron & Steel Co.Ltd(600019) non oriented silicon steel sheet purchased by Wuhan baodexin Industrial Development Co., Ltd. (hereinafter referred to as Wuhan baodexin), but the average purchase price of the issuer is significantly lower than Hainan Jinpan Smart Technology Co.Ltd(688676) , the specific comparison is as follows:
Purchase amount of non oriented silicon steel sheet average purchase price of non oriented silicon steel sheet
Comparison (tax excluded) (10000 yuan) (tax excluded) (yuan / kg)
20202019 20182017 20202019 2018 January June 2017
The issuer purchases from Wuhan Zhongcheng Xinyuan, Wuhan Bao 305.51 155.85 980.66 56.53 6.04 5.20 5.64 5.90 Dexin ( Baoshan Iron & Steel Co.Ltd(600019) )
Hainan Jinpan Smart Technology Co.Ltd(688676) purchased from xinjiajun group (Baosteel 915.07166088117014 568.70 5.84 5.80 6.09 6.02 shares)
Average purchase price variance rate - 10.34%, 7.39%, 1.99%
Tengfei, the actual controller of xinjiajun group, and Hu Yi, the actual controller of Wuhan Zhongcheng Xinyuan and Wuhan baodexin, once jointly invested in the company and jointly served as the director and supervisor of relevant companies. Some companies controlled by them have similar registered addresses and contact information.
Meanwhile, in the purchase and sales contract signed between the issuer and Wuhan baodexin, the seal stamped by Wuhan baodexin is the special seal for contract of xinjiajun group.
The issuer is requested to make supplementary disclosure:
① The reason and rationality that the average price of non oriented silicon steel sheet purchased by the issuer is significantly lower than the Hainan Jinpan Smart Technology Co.Ltd(688676) purchase price, the basis of purchase pricing and the fairness of purchase price, and the proportion of purchase from the issuer in the sales of similar products; The production life and price corresponding to the stock materials purchased by the issuer, the specific differences between the materials purchased by Hainan Jinpan Smart Technology Co.Ltd(688676) and the settlement terms, whether the issuer and its related parties and Wuhan Zhongcheng Xinyuan, Wuhan baodexin and xinjiajun group and the related parties of these three enterprises have related relationships or other interest arrangements, non recurring capital transactions, and whether they bear costs and expenses for the issuer;
② The seal of the purchase contract signed between the issuer and Wuhan baodexin is the real reason for the special seal for contract of xinjiajun group, whether the special seal for contract of the actual supplier is not stamped, whether it forms a potential dispute and the legal effect of the purchase, and whether the payment object of the purchase is consistent with the contract signatory; Whether there are major defects in the internal control measures of the issuer's procurement process, procurement procedures and internal control; Whether the issuer has other similar situations during the reporting period, and the corresponding purchase contract amount and proportion;
③ Purchase non oriented silicon steel sheet according to Hainan Jinpan Smart Technology Co.Ltd(688676) purchase price to calculate the impact on the issuer's performance, and whether the issuer has the situation that the purchase price of other raw materials is lower than that of comparable companies in the same industry.
The sponsor, reporting accountant and lawyer of the issuer are requested to:
① Express clear opinions on the above issues, and explain the verification process, scope, proportion and conclusion;
② In view of the authenticity, accuracy and completeness of the issuer's financial and business data, whether the relevant intermediaries maintained necessary professional suspicion and practice caution in the verification, whether sufficient and effective verification evidence was obtained in the previous verification, whether it affected the judgment of the authenticity, accuracy and completeness of the relevant application documents, and whether they did not prudently express verification opinions.
③ Explain the supplementary verification conducted for the above situations, including the verification method, verification procedure, verification proportion and verification conclusion, and whether the verification evidence obtained supports the verification conclusion.
reply:
(I) the reason and rationality that the average price of non oriented silicon steel sheet purchased by the issuer is significantly lower than the Hainan Jinpan Smart Technology Co.Ltd(688676) purchase price, the basis of purchase pricing and the fairness of purchase price, and the proportion of purchase from the issuer in the sales of its similar products; The production life and price corresponding to the stock materials purchased by the issuer, the specific differences between the materials purchased by Hainan Jinpan Smart Technology Co.Ltd(688676) and the settlement terms, whether the issuer and its related parties and Wuhan Zhongcheng Xinyuan, Wuhan baodexin and xinjiajun group and the related parties of these three enterprises have related relationships or other interest arrangements, non recurring capital transactions, and whether they bear the costs and expenses for the issuer
[verification procedure]
In view of the above problems, the verification procedures for the previous performance and the supplementary verification procedures for this performance are as follows:
1. The previous information retrieval of Zhongcheng Xinyuan and baodexin was carried out through the national enterprise credit information publicity system and tianyancha website to verify the basic information of Zhongcheng Xinyuan and baodexin, such as ownership structure and operation, and whether they are related to the issuer; This time, the information of xinjiajun group and its related parties is supplemented and retrieved through the national enterprise credit information publicity system and Tianyan check, which is supplemented to sort out whether there is an association relationship among the issuer, Zhongcheng Xinyuan, baodexin and xinjiajun group.
2. During the previous field visit to the steel traders of the issuer during the reporting period, Baiying steel, Zhongcheng Xinyuan and baodexin learned about their business situation, the reasons for the formation of business model, rationality and universality, the issuer and its business development, verified the authenticity and fairness of the issuer and its procurement business and the purchase price of raw materials, and obtained the confirmation of their relationship with the issuer
