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 (V)
[2020] Hai Zi No. 087-5
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
1、 Question 1 On the verification of shareholder information disclosure 4 II. Question 2 About the gambling agreement five
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 (V)
[2020] Hai Zi No. 087-5 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. 087-4 supplementary legal opinion (IV) 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 (IV)) [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 according to the implementation letter of the audit center on New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. applying for initial public offering and listing on the gem (audit letter [2021] No. 011030, hereinafter referred to as the implementation letter) issued by Shenzhen Stock Exchange and verified by our lawyers.
This supplementary legal opinion forms an integral part of legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) 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), supplementary legal opinion (IV) and lawyer work report shall prevail; If the opinions expressed in this supplementary legal opinion are different from those in legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) and lawyer work report, Or if the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) 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), supplementary legal opinion (IV) 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 and the business standards, ethics and diligence recognized by the Chinese lawyer industry, our lawyers hereby issue supplementary legal opinions on the issuer's issuance and listing as follows:
1、 Question 1 Verification of Shareholder Information Disclosure
The sponsor and the issuer's lawyers are requested to conduct a comprehensive and in-depth verification of the shareholders' information disclosed by the issuer in accordance with the requirements of the guidelines for the application of regulatory rules - issuance No. 2, carefully implement the verification work one by one, and supplement and improve the special verification instructions on whether the shareholders who have not penetrated the verification have the relevant circumstances of the resignation of the CSRC system as regulated in the guidelines for the application of regulatory rules - issuance No. 2.
reply:
[verification procedure]
The lawyers of the firm checked the shareholder information disclosed by the issuer in accordance with the requirements of the guidelines for the application of regulatory rules - issuance class No. 2 and other provisions; This time, a penetration check was conducted on a total of 7 institutional shareholders who had not penetrated before and indirectly held less than 100000 shares of the issuer after the delisting of the new third board of China Merchants Investment Management Group Co., Ltd. (hereinafter referred to as "China Merchants"), to check whether their ultimate holders had the situation related to the participation of resigned personnel of the CSRC system regulated in the guidance for the application of regulatory rules - issuance class No. 2. [verification results]
(I) verification before this supplementary verification
According to the relevant provisions of Article 10 of the guidelines for the application of regulatory rules - issuance category No. 2, "these Guidelines shall not apply if the issuer shares an issuer through a listed company or an enterprise listed on the new third board", the institutional shareholders of the issuer's inter access shares generated during the listing of the new third board through the institutional shareholder Zhongke merchants may be exempted from verification.
Prior to this supplementary verification, the lawyers of the firm, in accordance with the requirements of the guidelines for the application of regulatory rules - issuance class No. 2, checked other institutional shareholders meeting the penetration requirements except 7 institutional shareholders who had access shares after delisting from the third board of China Science and technology merchants and held less than 100000 shares of the issuer.
For verification, our lawyers obtained the identity information of natural person shareholders and non natural person shareholders who directly hold the issuer's shares after penetrating to the ultimate holder, and submitted the relevant identity information to Beijing regulatory bureau of China Securities Regulatory Commission for information comparison and query. According to the query results replied by Beijing regulatory bureau of China Securities Regulatory Commission, except for the above seven institutional shareholders that have not been subject to penetration verification, there are no resigned personnel from the CSRC system among the issuer's other direct or indirect shareholders. With regard to the above verification process and conclusion, our lawyers have formed a special verification description and submitted it to Shenzhen Stock Exchange on August 3, 2021.
(II) status of this supplementary verification
After the delisting of the new third board of China Merchants, which was not penetrated before this supplementary verification, the seven institutional shareholders who indirectly took shares through China Merchants and held less than 100000 shares of the issuer conducted penetration verification, obtained the identity information of 65 natural persons who penetrated to the final holder, and submitted the relevant identity information to the Beijing regulatory bureau of China Securities Regulatory Commission for information comparison and query. According to the query results replied by Beijing regulatory bureau of China Securities Regulatory Commission, there are no resigned personnel from the CSRC system among the ultimate holders of the above institutional shareholders. [lawyer's opinion]
1. Our lawyers have conducted comprehensive and in-depth verification on the shareholder information disclosed by the issuer in accordance with the requirements of the guidelines for the application of regulatory rules - issuance No. 2, and earnestly implemented the verification work one by one. Except for the institutional shareholders who can be exempted from verification according to the relevant provisions of Article 10 of the guidelines for the application of regulatory rules - issuance class No. 2, the institutional shareholders of the issuer have passed through the verification to the final holder, and there is no situation that they should pass through but did not pass through the verification.
2. The final holding natural persons of 7 institutional shareholders who indirectly took shares through China Merchants and held less than 100000 shares of the issuer after the delisting of the new third board of China Science and technology merchants without penetration verification in the previous time do not have the relevant circumstances of the resignation of the CSRC system regulated by the guidelines for the application of regulatory rules - issuance class No. 2.
3. Our lawyers have revised and further improved the special verification instructions issued according to the supplementary verification, and submitted them to Shenzhen stock exchange together with this reply.
2、 Question 2 About gambling agreement
According to the application materials, on September 5, 2013, Guoke Ruihua and Guoke Zhengdao signed the agreement on capital increase of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as the "capital increase agreement") with the company and its actual controller Tan Yong. The agreement has the terms of "equity repurchase", "liquidation" and "performance commitment", which constitute special arrangements.
Please the issuer: according to the relevant provisions on the gambling agreement in the Q & A on the review of initial public offering and listing of GEM stocks of Shenzhen Stock Exchange, explain whether the gambling agreement has conditional restoration or entry into force terms, and whether it complies with the provisions on the gambling agreement in the Q & a on the review of initial public offering and listing of GEM stocks of Shenzhen Stock Exchange.
The sponsor and the issuer's lawyers are requested to express their clear opinions according to the provisions on the gambling agreement in the examination and answer of the initial public offering and listing of gem shares of Shenzhen Stock Exchange.
reply:
[verification procedure]
1. Obtain and review the capital increase agreement of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as the capital increase agreement) signed by Guoke Ruihua and Guoke Zhengdao with the issuer and its actual controller Tan Yong in September 2013, and check whether there are four situations that cannot be involved in the gambling agreement in the Q & A on the review of initial public offering and listing of gem shares of Shenzhen Stock Exchange.
2. Obtain and review the termination agreement on the capital increase agreement of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as the termination agreement) signed by Guoke Ruihua and Guoke Zhengdao with the issuer and its actual controller Tan Yong in August 2015, and check whether there are conditional restoration or effective provisions in the relevant termination agreement. 3. Obtain and check the public trading information, trading price and trading partner of guokeruihua and guokezhengdao during the listing of the issuer in the national share transfer system in May and June 2017, as well as the public information disclosed by the issuer in the national share transfer system, and verify whether the investors guokeruihua and guokezhengdao involved in the original gambling agreement still hold the shares of the issuer, Judge whether there are conditional recovery or effective terms and their possibility after the gambling agreement is terminated and the investor withdraws.
4. Interviewed Guoke Ruihua, Guoke Zhengdao and Tan Yong, the issuer's actual controller, to find out whether the capital increase agreement and other legal documents signed by Guoke Ruihua, Guoke Zhengdao and Tan Yong, the issuer and their actual controller, have conditional restoration or entry into force provisions on the original gambling agreement; Understand whether the relevant parties have signed other agreements or similar arrangements with the nature of restoring gambling terms in addition to the termination agreement.
[verification results]
(I) whether the issuer complies with the relevant provisions on the gambling agreement in the Q & A on the review of initial public offering and listing of gem shares of Shenzhen Stock Exchange
The relevant provisions on the gambling agreement in item 13 of the examination questions and answers on the IPO and listing of GEM stocks in Shenzhen Stock Exchange are as follows: "If an investment institution has agreed on a gambling agreement and other similar arrangements when investing in the issuer, in principle, the issuer is required to clean up before declaration, but if the following requirements are met at the same time, it may not be cleaned up: first, the issuer is not a party to the gambling agreement; second, there is no agreement in the gambling agreement that may lead to the change of the company's control; third, the gambling agreement is not linked to the market value; fourth, the gambling agreement does not seriously affect the issuer's sustainable operation ability or Other circumstances that seriously affect the rights and interests of investors. "
According to the capital increase agreement signed by the investors Guoke Ruihua and Guoke Zhengdao with the issuer and its actual controller Tan Yong, Guoke Ruihua and Guoke Zhengdao agreed with the issuer and its actual controller Tan Yong on basic investment terms such as investment preconditions, corporate governance and standardized operation, information knowledge, debt and contingent debt, related party transactions and horizontal competition, The terms of "equity repurchase", "liquidation" and "performance commitment" are separately agreed, which constitute a special arrangement for gambling. Of which:
1. The "equity repurchase" clause stipulates that the investor has the right to require the issuer or the actual controller of the issuer to perform all equity repurchase obligations under specific circumstances;
2. The "liquidation" clause stipulates that in case of liquidation of the issuer under specific circumstances, the investor has the right to receive the distribution in cash and other ways before the actual controller and the management shareholders of the company until all the investment principal is obtained. After the investor obtains the investment principal in the form of cash or liquid securities, the remaining property of the issuer that can be distributed to shareholders according to the law will be distributed to other shareholders other than the investor according to the shareholding ratio.
3. The "performance commitment" clause stipulates the amount of net profit to be realized by the issuer, the cash compensation and calculation method lower than the amount, and the invalidity of the performance commitment clause.
According to the relevant provisions of the "Shenzhen Stock Exchange gem IPO review questions and answers", the above situations are gambling matters that should be cleared up.
(II) the issuer's liquidation of the gambling agreement, the withdrawal of investors and whether the gambling agreement is subject to conditional restoration or effective terms
In 2015, according to the development strategy, the issuer decided to apply for the listing of shares in the share transfer system. According to the requirements of the share transfer system, in order to make the company meet the requirements of clear equity and no gambling terms between the company and shareholders, Guoke Ruihua and Guoke Zhengdao signed a termination agreement with the issuer and Tan Yong on the termination of gambling on August 3, 2015. According to the termination agreement: the parties confirm the agreement
