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 (IV)
[2020] Hai Zi No. 087-4
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
catalogue 1 part I reply to inquiry letter 4 I. question 1 About the actual controller 4 II. Question 2 On administrative punishment 9 III. question 4 On the verification of shareholder information disclosure Part II update of legal matters related to this offering and listing 19 I. business of the issuer 19 II. Main property of the issuer 19 III. environmental protection, product quality, technology and other standards of the issuer nineteen
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 (IV)
[2020] Hai Zi No. 087-4 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 In accordance with other relevant regulations of Shenzhen Stock Exchange, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, 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. (hereinafter referred to as the legal opinion) was issued [2020] Hz No. 087 [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 the supplementary legal opinion (II)) [2020] Hai Zi No. 087-3 supplementary legal opinion (III) 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 the supplementary legal opinion (III)) [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" (hereinafter referred to as the lawyer work report).
This supplementary legal opinion is hereby issued in accordance with the fourth round examination and inquiry letter on 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. 010755, hereinafter referred to as the inquiry letter) issued by Shenzhen Stock Exchange and the changes in some legal matters of the issuer.
This supplementary legal opinion forms an integral part of legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and lawyer work report. There are no opinions in this supplementary legal opinion, The legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and lawyer work report shall prevail; If the opinions expressed in this supplementary legal opinion are different from the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and lawyer work report, or the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) 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, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) 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:
Part I reply to inquiry letter
1、 Question 1 About actual controller
The application materials show:
Zong Baofeng has a sister brother relationship with Zong Lili, the actual controller of the issuer. At present, Zong Baofeng serves as the director and technical director of the issuer and holds 0.2396% of the shares of the issuer; The issuer did not identify Zong Baofeng as the actual controller.
The issuer is requested to analyze the reasons why Zong Baofeng is not recognized as the actual controller in combination with Zong Baofeng's employment in the issuer in the last two years, the specific role he has played in business decision-making, the changes in the number and proportion of shares directly and indirectly held by the issuer, as well as the corporate governance, operation and decision-making of the three meetings and the actual operation of business management of the issuer and its controlling shareholders during the reporting period, Whether it complies with the relevant provisions on the identification of the actual controller in the answers to some questions on initial business (revised in June 2020) and the questions and answers on the examination of initial public offering and listing of gem shares of Shenzhen Stock Exchange.
Ask the sponsor and the issuer's lawyer to express clear opinions.
reply:
[verification procedure]
1. Checked Zong Baofeng's employment in the issuer in the last two years, his specific work and responsibilities in the issuer's operation and management, and his specific role in business decision-making.
2. Obtained and consulted the company registration data of the issuer and the register of securities holders of the issuer, and verified the changes in the number and proportion of shares directly and indirectly held by Zong Baofeng, Tan Yong and zonglili. 3. Obtained and consulted the meeting materials of the third board of directors of the issuer during the reporting period, verified the operation and decision-making of the third board of directors of the issuer, focusing on the nomination, appointment and removal of directors and senior managers of the issuer, the proposal and voting process of major decisions of the previous board of directors of the issuer, and the proposal, attendance, voting process and deliberation results of previous general meetings of shareholders.
4. Reviewed the provisions on corporate governance in the articles of association of the issuer, and checked whether there were agreements or other arrangements outside the articles of association, which affected the identification of the actual controller of the issuer.
5. Interviewed Tan LiZong, the general manager and the financial controller of the issuer, and the actual operation of the issuer.
6. After consulting the relevant requirements on the identification of the actual controller in the answers to some questions about the initial public offering business (revised in June 2020) and the questions and answers on the audit of the initial public offering and listing of shares on the gem of Shenzhen Stock Exchange, we judged the compliance of not identifying Zong Baofeng as the actual controller of the issuer.
[verification results]
(I) Zong Baofeng's position in the issuer and his role in the issuer's business decision-making
Zong Baofeng joined the issuer after graduating from university in 2005 and successively served as design engineer, R & D Engineer, deputy commercial manager, deputy director of R & D center, technical director and other positions. He has been the technical director of the issuer since June 2013, and his position has not changed in the last two years; Zong Baofeng was elected as the director of the third board of directors of the issuer in August 2017 and the director of the Fourth Board of directors in August 2020. There has been no change in the position of director in the last two years.
According to the provisions of the articles of association and the working rules of the general manager of the issuer, the general manager of the issuer is responsible for presiding over the production and operation management of the company, organizing the implementation of the resolutions of the board of directors, organizing the implementation of the company's annual business plan and investment plan and other specific operation and management work of the company. The technical director of the issuer is nominated by the general manager of the issuer and appointed by the board of directors. He is the senior management of the issuer. Under the leadership of the general manager and in accordance with the arrangement and deployment of the general manager, he implements the issuer's technical research and development. His main responsibilities include: organizing the implementation of technical innovation, organizing the solution of technical problems in the issuer's production process, supervising and guiding the technical department to provide technical support to other business departments, etc. The operation and management of the issuer adopts the general manager responsibility system. As the technical director, Zong Baofeng needs to report to the general manager, be responsible to the general manager and carry out work under the leadership of the general manager. His individual cannot lead or control the specific operation and management of the company.
According to the provisions of the company law and the articles of association of the issuer, as a director of the issuer, Zong Baofeng can put forward proposals to the board of directors of the issuer, and can participate in the board of directors of the issuer and vote. At the beginning of the reporting period, the board of directors of the issuer was composed of 5 people. In February 2020, the board of directors of the issuer was adjusted to 9 people. In accordance with the provisions of the company law and the articles of association of the issuer, the voting of resolutions of the board of directors shall be one person, one vote. Zong Baofeng holds only one seat on the board of directors of the issuer and does not serve as the chairman, so he cannot control or dominate the board of directors of the issuer.
According to the provisions of the company law and the articles of association of the issuer, the shareholders who individually or jointly hold more than 10% of the shares of the company may convene an extraordinary general meeting of shareholders at their request; Shareholders who individually or jointly hold more than 3% of the company's shares may put forward interim proposals and submit them to the board of directors in writing 10 days before the general meeting of shareholders. According to the shares held by Zong Baofeng, he cannot separately request the convening of the general meeting of shareholders or put forward temporary proposals to the general meeting of shareholders; During the period when Zong Baofeng held the shares of the issuer, he did not propose to convene an extraordinary general meeting of shareholders in conjunction with other shareholders or put forward an interim proposal to the general meeting of shareholders of the issuer.
(II) Shareholding of Zong Baofeng
The number of shares of the issuer held by Zong Baofeng has not changed in the last two years. His shares directly held by Zong Baofeng account for only 0.2396% of the total shares of the issuer. He does not indirectly hold the shares of the issuer. He is not a shareholder holding 5% of the shares of the issuer.
The civil code of the people's Republic of China and other relevant laws and regulations do not stipulate that brothers and sisters are regarded as immediate relatives. Zong Baofeng, as Zong Lili's brother, is not the immediate relatives of Zong Lili, the issuer's actual controller. In addition to the above shareholding, Tan Yong, Zong Lili and Zong Baofeng did not sign an agreement on voting power entrustment and concerted action.
(III) corporate governance, operation and decision-making of the issuer
1. Operation of the general meeting of shareholders
The issuer has established the rules of procedure of the general meeting of shareholders in accordance with the provisions of the company law and the articles of association. According to the foregoing provisions: the general meeting of shareholders is composed of all shareholders and is the highest authority of the issuer; Shareholders shall exercise their voting rights according to the proportion of shares held by the issuer. Ordinary resolutions shall be adopted by more than half of the effective voting rights held by shareholders attending the general meeting of shareholders, and special resolutions shall be adopted by more than two-thirds of the effective voting rights held by shareholders attending the general meeting of shareholders.
During the reporting period, Tan Yong directly held 726087% of the shares of the issuer and was the controlling shareholder of the issuer. Zong Lili directly held 3.0667% of the shares of the issuer. The total number of shares held by Tan Yong and zonglili accounted for 756754% of the total share capital of the issuer; The shares held by other shareholders of the issuer are relatively scattered, and there are no shareholders directly holding more than 5%; Tan Yong and Zong Lili have been able to have a significant impact on the resolutions of the issuer's general meeting of shareholders and control all major decisions of the issuer according to their shares; Zong Baofeng holds less than 1% of the shares. He can neither make a proposal to the general meeting of shareholders alone nor veto any proposal.
During the reporting period, although Zong Baofeng attended all previous general meetings of shareholders and participated in voting (except for avoidance of voting), he did not vote against it. His voting was consistent with the final resolution of the general meeting of shareholders and had no decisive impact on the deliberation results of the general meeting of shareholders.
2. Actual operation of the board of directors
The issuer has established the rules of procedure of the board of directors in accordance with the provisions of the company law and the articles of association. The board of directors is entrusted by the general meeting of shareholders and is responsible for the general meeting of shareholders. The board of directors shall exercise corresponding functions and powers in accordance with the provisions of the articles of association. A resolution made by the board of directors must be adopted by more than half of all directors; In addition to being approved by more than half of all directors, special matters shall also be approved by more than two-thirds of the directors attending the meeting of the board of directors.
During the reporting period, Zong Baofeng personally or authorized other directors to attend the previous board meetings and participate in the voting (except for the avoidance of voting). He did not vote against the previous board meetings, and his voting was consistent with the final resolution of the board of directors, which had no decisive impact on the deliberation results of the board of directors.
3. Actual operation of the board of supervisors
The issuer has established the board of supervisors system in accordance with the company law and the articles of association. The board of supervisors, composed of three supervisors, is the supervisory body of the issuer and supervises the performance of duties by the board of directors and senior managers.
During the reporting period, the supervisors of the issuer conscientiously performed their duties, effectively supervised the performance of duties by the directors and senior managers of the issuer, and safeguarded the legitimate rights and interests of the issuer and shareholders.
During the reporting period, the voting results of all previous meetings of the board of supervisors of the issuer were consistent with the voting results of the same proposal submitted to the board of directors for deliberation, and there was no inconsistency with the voting opinions of Tan Yong and Zong Lili.
4. Actual operation of operation and management
The technical department led by Zong Baofeng carries out specific work under the leadership of the general manager. During the reporting period, there was no conflict caused by the technical department refusing to implement the unified arrangement of the general manager.
(IV) the issuer's relevant shareholders, directors, senior executives and other personnel, as well as the issuer's board of directors, general meeting of shareholders and other institutions
