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 (I)
[2020] Hai Zi No. 87-1
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
interpretation...... 4 part I reply to inquiry letter 5 I. question 1 of the inquiry letter About horizontal competition 5 II. Question 2 of the inquiry letter About the determination of the actual controller 28 III. question 3 of the inquiry letter About the listing of the new third board IV. question 4 of the inquiry letter About the new shareholders in the last year 40 v. question 5 of the inquiry letter About history 51 VI. question 6 of the inquiry letter About the gambling agreement 73 VII. Question 7 of the inquiry letter On administrative punishment 82 VIII. Question 9 of the inquiry letter About patents 85 IX. question 10 of the inquiry letter About cooperative research and development 95 X. question 12 of the inquiry letter About environmental protection 99 Xi. Question 13 of the inquiry letter About real estate and land 104 XII. Question 14 of the inquiry letter Commitment on lock up period 107 Part II update of legal matters related to this issuance and listing 114 I. approval and authorization of the issuer for this issuance and listing 114. Issuer's qualification for secondary listing III. The issuer's substantive conditions for this offering and listing 114 IV. independence of the issuer 117 v. promoters or shareholders (actual controllers) Vi. business of the issuer VII. Related party transactions and horizontal competition VIII. Main property of the issuer 127 IX. major creditor's rights and debts of the issuer 129 X. rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer Xi. Directors, supervisors and senior managers of the issuer and their changes XII. Tax of the issuer XIII. The issuer's environmental protection, product quality, technology and other standards 132 XIV. Litigation, arbitration or administrative punishment 133 XV. Concluding comments one hundred and thirty-four
Beijing Hairun Tianrui law firm
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Supplementary legal opinion (I)
[2020] Hai Zi No. 087-1 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 (for Trial Implementation), 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. 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 [2020] No. 010283) (hereinafter referred to as the inquiry letter) issued by Shenzhen Stock Exchange and the audit report issued by Zhongshen Zhonghuan on the financial status of the issuer in 2017, 2018, 2019 and January June 2020 (Zhonghuan Shenzi (2020) No. 024320), This supplementary legal opinion is issued on the inquiry letter and the legal matters involved in the issuer's supplementary 2020 semi annual report.
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:
interpretation
Audit report refers to the audit report of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhsz (2020) No. 024320) 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. 025141) 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) 025143) issued by Zhong Shen Zhong Huan
Assurance report on non recurring profits and losses refers to the assurance report on non recurring profits and losses of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zhzz (2020) No. 025140) issued by Zhong Shen Zhong Huan
The reporting period and the last three years refer to 2017, 2018, 2019 and January June 2020
Part I reply to inquiry letter
1、 Question 1 of the inquiry letter About horizontal competition
The prospectus disclosed that Tan Yan, the younger sister of Tan Yong, the actual controller of the issuer, controls sprehua, Yinghe and Ruihua. Sprehua is mainly engaged in security engineering, water treatment operation and maintenance and electronic label solutions; Yinghe Ruihua is mainly engaged in the R & D, production and sales of reactor products, and has the same or similar business with the issuer. However, the two companies are independent entities in terms of equity, assets, personnel, finance and business, which does not constitute horizontal competition.
Please the issuer:
(1) Disclose the actual business of Yinghe Ruihua and its relationship with the issuer's business, the technical differences between the issuer and Yinghe Ruihua in business, and whether there is the possibility of crossing and crossing;
(2) Disclose the relationship between Yinghe Ruihua and the issuer in terms of assets, personnel, business and technology, whether they have joint production, procurement, sales channels, general raw materials and outsourcing for the issuer, and whether they have capital and business transactions with the issuer and its actual controllers, directors, supervisors, other key personnel, major customers, suppliers and major shareholders, Whether related party transactions are not related, costs and expenses are borne for the issuer, interest transfer or other interest arrangements exist;
(3) In combination with the above circumstances and in accordance with the relevant requirements of the examination and reply on the initial public offering and listing of GEM stocks of Shenzhen stock exchange one by one, disclose whether there is horizontal competition between the issuer and Yinghe Ruihua that has a significant adverse impact on the issuer.
The lawyer of the sponsor and the issuer is requested to express clear opinions on the above matters and explain:
(1) Whether the issuer has undisclosed connected transactions that seriously affect its independence;
(2) Whether all enterprises directly or indirectly controlled by the controlling shareholders, actual controllers and their relatives of the issuer have been carefully verified and fully disclosed when it is determined that there is no horizontal competition;
(3) Whether to judge the horizontal competition simply according to the business scope, and whether to determine that it does not constitute horizontal competition only based on the differences of business region, subdivided products / services and subdivided markets.
reply:
(I) whether there is a possibility of crossing and crossing the actual business of piluying and Ruihua, the business relationship with the issuer, the technical differences in the business between the issuer and Yinghe Ruihua
[verification procedure]
1. Interviewed yuan Xiaojing and Han Yu, the main management personnel of Yinghe Ruihua, to understand the actual business situation of Yinghe Ruihua, its relationship with the issuer's business and its product technology;
2. Interviewed the technical director of the issuer to understand the business development of the issuer, technologies related to frequency conversion transformer and reactor and their differences;
3. Interviewed the vice president of China Electrical Industry Association to understand the general opinions and opinions on the technologies and differences of frequency conversion transformers and reactors in the industry;
4. Inquire and verify the main differences in the product types and related technologies of frequency conversion transformers and reactors through the websites of industry associations and other authoritative information websites; Query its product and technical information through the website of Yinghe Ruihua, analyze and judge the possibility of realizing the leapfrog or crossover of frequency conversion transformer technology
