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
Lawyer work report
[2020] Hai Zi No. 088
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
interpretation…… 2 Chapter 1 Introduction 4 chapter II text 8 I. approval and authorization of the issuer for this issuance and listing 8 II. The issuer’s subject qualification for this issuance and listing 11 III. substantive conditions for this offering and listing 12 IV. establishment of the issuer 16 v. independence of the issuer 19 VI. promoter or shareholder (actual controller) 23 VII. The share capital of the issuer and its evolution 37 VIII. Business of the issuer 72 IX. related party transactions and horizontal competition 76 X. main property of the issuer 83 Xi. Major creditor’s rights and debts of the issuer 104 XII. Major asset changes and mergers and acquisitions of the issuer 107 XIII. Formulation and amendment of the issuer’s articles of Association 108 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 109 XV. Directors, supervisors and senior managers of the issuer and their changes 110 XVI. Tax of the issuer 116 XVII. Environmental protection, product quality, technology and other standards of the issuer 122 XVIII. Application of funds raised by the issuer 124 XIX. Business development objectives of the issuer 126 XX. Litigation, arbitration or administrative punishment 127 21. Evaluation of the legal risk of the issuer’s prospectus one hundred and thirty
interpretation
Unless otherwise specified, relevant words in this report have the following specific meanings:
Issuer, joint stock company and Xinte electric 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 refers to Hebei New Hua Du Supercenter Co.Ltd(002264) Inverter Transformer Co., Ltd., which is a wholly-owned subsidiary of the issuer
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
Zhongke Zhuhai Hengqin refers to Zhuhai Hengqin Zhongke Liuyanghe venture capital partnership (limited partnership), which is the shareholder of the issuer
Meijin investment refers to Beijing Meijin Investment Co., Ltd., which was originally a shareholder 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 refers to the people’s Republic of China and is only for the purpose of issuing this report, 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
Zhongrui Yuehua certified public accountants means Zhongrui Yuehua certified public accountants Co., Ltd
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
Lawyer work report and this 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 issued by special electric Co., Ltd. (hzsz New Hua Du Supercenter Co.Ltd(002264) )
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)
Securities Investment Fund Law refers to the securities investment fund law of the people’s Republic of China
The measures for the administration of private equity funds refer to the Interim Measures for the supervision and administration of private investment funds
The measures for the filing of private equity funds refer to the measures for the registration of private investment fund managers and the filing of funds (for Trial Implementation)
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
Note: any discrepancy between the total number and the mantissa of the sum of the scores in this report is caused by rounding.
Beijing Hairun Tianrui law firm
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
IPO and listing on GEM
Lawyer work report
[2020] Hai Zi No. 088 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 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), the rules for the listing of stocks on the gem of Shenzhen Stock Exchange and other relevant laws This report is issued in accordance with the provisions of laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Chapter I Introduction
1、 Brief introduction of the firm and the handling lawyer
(I) introduction to the exchange
The firm is a partnership law firm registered in accordance with the law with the approval of Beijing Municipal Bureau of justice in April 1997. The person in charge is Luo Huiyuan. The main businesses include: enterprise restructuring, initial stock issuance and listing (A shares, B shares, H shares, red chips), refinancing of listed companies (additional issuance, allotment, convertible bonds), acquisition and reorganization of listed companies, financial business, litigation and arbitration and other legal services.
(II) introduction to handling lawyer
In order to complete the legal services of the issuer for this issuance and listing, the exchange has established a legal services working group headed by lawyer Zhao tingkai. Lawyer Zhao tingkai and lawyer Xiao Qingqing are the signing lawyers of the legal opinion and lawyer work report of the issuer.
Lawyer Zhao tingkai, a senior partner lawyer of the firm, now holds the lawyer’s practice certificate No. 111012003103803. His main business scope includes: enterprise restructuring and listing, refinancing of listed companies, enterprise investment, financing, acquisition, merger and reorganization, establishment, raising and management of private funds, issuance of bonds and notes by the company, asset securitization, etc. The securities legal service items involved in handling mainly include Arctech Solar Holding Co.Ltd(688408) , sound environmental resources Co., Ltd. Lanpec Technologies Limited(601798) , Henan Huibo Medical Co., Ltd., Hezhong high tech (Beijing) Environmental Protection Technology Co., Ltd., Beijing Xikema medical device Co., Ltd., Shenyang Zhongbei tongci Technology Co., Ltd., Jiangsu credit Bank Technology Co., Ltd., Xinjiang Shenmu Pharmaceutical Co., Ltd Restructuring and listing, merger and reorganization, refinancing, stock transfer system listing, etc. of many enterprises such as Shaanxi Huashan Tourism Group Co., Ltd. Tel: 01065218658. mail box: [email protected]. 。
Lawyer Xiao Qingqing, a full-time lawyer of the firm and a master of law, now holds the lawyer’s practice certificate No. 11101201611299870, mainly engaged in legal services in the fields of company, securities, investment, M & A and so on. Lawyer Xiao Qingqing has provided legal services for the restructuring and listing, merger and reorganization, refinancing, share transfer system listing and other businesses of Arctech Solar Holding Co.Ltd(688408) , Henan Huibo Medical Co., Ltd., Shenyang Zhongbei tongci Technology Co., Ltd., Xinjiang Shenmu Pharmaceutical Co., Ltd., Shaanxi Huashan Tourism Group Co., Ltd. Tel: 01065219696. mail box: [email protected]. 。
2、 The lawyers of the firm shall issue legal opinions and
