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
Legal opinion
[2020] Hai Zi No. 087
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
interpretation…… 1. Approval and authorization of the issuer for this issuance and listing 6 II. The issuer’s subject qualification for this issuance and listing 9 III. The issuer’s substantive conditions for this issuance and listing IV. establishment of the issuer 14 v. independence of the issuer 15 VI. sponsors and shareholders of the issuer (actual controllers) 17 VII. The share capital of the issuer and its evolution 18 VIII. Business of the issuer 29. Related party transactions and horizontal competition 21 X. main property of the issuer 24 Xi. Major creditor’s rights and debts of the issuer 25 XII. Major asset changes and mergers and acquisitions of the issuer 26 XIII. Formulation and amendment of the issuer’s articles of Association 26 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 27 XV. Directors, supervisors and senior managers of the issuer and their changes 28 XVI. Tax of the issuer 28 XVII. Environmental protection, product quality, technology and other standards of the issuer 29 XVIII. Application of funds raised by the issuer XIX. Business development objectives of the issuer 31 XX. Litigation, arbitration or administrative punishment 31 21. Evaluation of the legal risk of the issuer’s prospectus 32. Concluding comments thirty-two
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
The issuer, joint stock company and xintedian refer to New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
This issuance and listing refers to the initial public offering of RMB common shares (A shares) by New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. and its listing on the gem of Shenzhen Stock Exchange
Xinte Co., Ltd. refers to Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd., which is the predecessor of the issuer
Beijing Xinte refers to Beijing Xinte Electric Co., Ltd., which is a wholly-owned subsidiary of the issuer
Beijing inverter refers to Beijing New Hua Du Supercenter Co.Ltd(002264) Inverter Transformer Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hebei Inverter Transformer Co., Ltd., a wholly-owned subsidiary of Hebei Inverter Transformer Co., Ltd
Beijing sneibo refers to Beijing sneibo Technology Co., Ltd., formerly a subsidiary of the issuer, which was cancelled on January 22, 2020
Hebei sneibo refers to Hebei sneibo Coating Technology Co., Ltd., formerly a wholly-owned subsidiary of Beijing sneibo, which was cancelled on June 6, 2017
Zhongke Huitong (Xiamen) equity investment fund Co., Ltd., formerly known as Zhongke Huitong (Shenzhen), refers to equity investment fund Co., Ltd., Zhongke Huitong (Tianjin) equity investment fund Co., Ltd. and Zhongke Huitong (Shandong) equity investment fund Co., Ltd., which are shareholders of the issuer
Guokeruihua refers to guokeruihua venture capital enterprise, which was originally the shareholder of the issuer
Guokezhengdao refers to Beijing guokezhengdao Investment Center (limited partnership), which was originally a shareholder of the issuer
Yinghe Ruihua refers to Beijing Yinghe Ruihua Electric Co., Ltd
Share transfer system refers to the national share transfer system for small and medium-sized enterprises
China Securities Depository and Clearing Corporation refers to Beijing Branch of China Securities Depository and Clearing Corporation Limited
China means the people’s Republic of China and is only for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
CSRC refers to the China Securities Regulatory Commission
Minsheng securities refers to Minsheng Securities Co., Ltd., the lead underwriter and sponsor of this issuance and listing
Zhongshen Zhonghuan refers to Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the audit institution for this issuance and listing
The firm and its lawyers refer to Beijing Hairun Tianrui law firm and its handling lawyers
Legal opinion refers to the legal opinion 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. [2020] Hai Zi No. 087
The lawyer work report refers to the 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 [2020] Hai Zi No. 088
Prospectus refers to the prospectus of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. for initial public offering and listing on the gem (application draft)
Audit report refers to the audit report of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhsz (2020) No. 022956) 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. (zhzz (2020) No. 023349) issued by Zhong Shen Zhong Huan
Tax review report refers to the special review report on tax payment of main taxes of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhzz (2020) No. 023350) issued by Zhong Shen Zhong Huan
The verification report on non recurring profits and losses refers to the verification report on non recurring profits and losses of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhzz (2020) No. 023351) issued by Zhong Shen Zhong Huan
The articles of association refers to the current effective articles of association of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
The articles of Association (Draft) refers to the articles of Association (Draft) of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. applicable after the issuer’s listing
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of registration refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
The reporting period and the last three years refer to 2017, 2018 and 2019
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Beijing Hairun Tianrui law firm
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
IPO and listing on GEM
Legal opinion
[2020] Hai Zi No. 087 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 issuer, the issuer accepts the special legal consultant.
In accordance with relevant laws and regulations such as the company law, the securities 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 rules for the listing of stocks on the gem of Shenzhen Stock Exchange In accordance with the provisions of the rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, express legal opinions and issue this legal opinion.
Chapter I lawyer’s statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The lawyers of the firm shall express their legal opinions in accordance with the provisions of 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 (zjf [2001] No. 37) issued by the CSRC, the facts that have occurred or existed before the date of issuance of this legal opinion or during the reporting period, as well as the current national laws, regulations, normative documents and relevant provisions of the CSRC.
2. The lawyers of the firm promise that they have strictly performed their statutory duties, followed the principles of diligence and good faith, fully verified and verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and the application for this issuance and listing in accordance with the methods and methods described in this legal opinion and lawyer’s work report, and ensure that there are no false records, misleading statements and major omissions in this legal opinion and lawyer’s work report.
3. Our lawyer agrees to take this legal opinion and lawyer’s work report as the necessary legal documents for the issuer’s application for this issuance and listing, and report them together with other application materials, and is willing to bear corresponding legal liabilities. 4. Our lawyers agree that the issuer may quote some or all of the contents of this legal opinion and lawyer’s work report in the prospectus and its abstract or in accordance with the examination requirements of the CSRC, but when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation of the above contents. Our lawyers have the right to review and confirm the relevant contents of the issuer’s prospectus and its abstract for this offering and listing.
5. In the course of work, our lawyers have obtained the guarantee of the issuer: that is, the issuer has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of this legal opinion and lawyer’s work report, and the documents and materials provided are true, accurate, complete and effective, without concealment, falsehood and major omissions.
6. The lawyers of the firm have carefully checked and verified the authenticity, accuracy and completeness of the contents of the documents and materials by means of personal access to government departments, interview with relevant personnel of the enterprise, written examination, field investigation and review in accordance with relevant business rules; In the process of verification and verification, legal professionals have fulfilled the special duty of care for legal related business matters; The materials provided by the issuer and verified and verified by our lawyers, as well as relevant explanations and confirmation, constitute the basic basis for our lawyers to issue this legal opinion and lawyer’s work report; For the fact that this legal opinion and the lawyer’s work report are very important and cannot be supported by independent evidence, our lawyers rely on the documents issued by relevant government departments, issuers or audit, asset evaluation and other relevant units as the basis for making this legal opinion; The verification method of the facts reflected in this legal opinion is consistent with the relevant parts of the lawyer’s work report, and the definition standard of relevant matters and time is consistent with the lawyer’s work report.
7. Our lawyers only express opinions on the legal issues related to the issuer’s issuance and listing, but do not express opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in relevant accounting reports, audit reports and asset evaluation reports in this legal opinion and lawyer’s work report does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and our lawyers are not qualified to verify and evaluate such data.
8. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
The lawyers of the firm, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, fully verify and verify the documents and relevant facts provided by the issuer, and express this legal opinion on the issuance and listing of the issuer.
Chapter II positive
