Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
Beijing Xi’an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Henan Cologne new energy Co., Ltd
IPO and listing on GEM
Supplementary legal opinion (IV)
Kangda Gufa Zi [2021] No. 0107-4
March, 2002
catalogue
catalogue 1 text 5 I. inquiry letter (II) 2 About major events in the future 5 II. Inquiry letter (II) 3 About the equity pledge of the issuer thirteen
Beijing Kangda law firm
About Henan Cologne new energy Co., Ltd
Supplementary legal opinion on initial public offering and listing on GEM (IV) Kangda Gufa Zi [2021] No. 0107-4 to: Henan Cologne new energy Co., Ltd
Beijing Kangda law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Henan Cologne new energy Co., Ltd. (hereinafter referred to as “the issuer” or “Cologne new energy” or “the company”) as the special legal adviser for the issuer to apply for starting work within the territory of the people’s Republic of China, On May 28, 2021, the legal opinion of Beijing Kangda law firm on the initial public offering and listing on the gem of Henan Cologne new energy Co., Ltd. (hereinafter referred to as the “legal opinion”) and Kangda Gufa Zi [2021] No. 0107 were issued Beijing Kangda law firm’s lawyer work report on the initial public offering of shares and listing on the gem of Henan Cologne new energy Co., Ltd. (hereinafter referred to as “lawyer work report”), On September 29, 2021, the supplementary legal opinion (I) of Beijing Kangda law firm on the initial public offering and listing on the gem of Henan Cologne new energy Co., Ltd. (hereinafter referred to as “supplementary legal opinion (I)”) was issued, On December 17, 2021, the supplementary legal opinion (II) of Beijing Kangda law firm on the initial public offering and listing on the gem of Henan Cologne new energy Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”) was issued, On March 22, 2022, it issued the supplementary legal opinion (III) of Beijing Kangda law firm on the initial public offering and listing on the gem of Henan Cologne new energy Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (III)”). Whereas the Shenzhen Stock Exchange issued the second round of examination and inquiry letter on the application documents of Henan Cologne new energy Co., Ltd. for initial public offering and listing on the gem (audit letter [2022] No. 010040) (hereinafter referred to as “inquiry letter (II)”) on January 10, 2022, our lawyers checked the questions raised by the regulatory authorities in the inquiry letter (II), And issued this supplementary legal opinion (IV) of Beijing Kangda law firm on the initial public offering and listing on the gem of Henan Cologne new energy Co., Ltd. (hereinafter referred to as “supplementary legal opinion (IV)”).
Our lawyers only express legal opinions based on the facts that have occurred or existed before the date of issuance of this supplementary legal opinion (IV). Our lawyers determine whether the inspected items are legal, compliant, true and effective based on the current effective (or effective when the facts occur) laws, administrative regulations, normative legal documents, the approval and confirmation made by the competent government departments, our lawyers from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation agencies, credit rating agencies Documents directly obtained by public institutions such as notarial institutions and materials copied and copied by our lawyers from the above public institutions and confirmed by the institutions; Our lawyers have conducted necessary verification and verification on documents not directly obtained from the above public institutions, or materials copied and copied by our lawyers from the above public institutions but not confirmed by the above public institutions.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith to ensure that the contents of legal related matters in this supplementary legal opinion (IV) are true, accurate and complete. The concluding opinions issued in this supplementary legal opinion (IV) are legal and accurate, and there are no false records, misleading statements or major omissions. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
The issuer and the relevant parties subject to the inspection of our lawyers have assured us that the written materials or oral testimony provided by them are true, accurate and complete, the relevant copies or copies are consistent with the original, and there are no false, misleading statements or major omissions in any documents or facts provided.
This supplementary legal opinion (IV) constitutes a supplement to the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III). It is only used by the issuer for the purpose of this IPO and shall not be used for other purposes.
Our lawyers agree to take this supplementary legal opinion (IV) as the necessary legal document for the issuer’s application for this IPO, submit it together with other application documents, and bear the responsibility for the legal opinion issued by our firm according to law.
Unless otherwise specified in the context, the abbreviations used in this supplementary legal opinion (IV) have the same meaning as those in legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III).
Following the principles of prudence and importance, our lawyers independently, objectively and impartially issued the following supplementary legal opinions on the basis of checking relevant materials and facts:
Text
1、 Inquiry letter (II) 2 Major events in the future
“According to the public information, in the second half of 2021, many places in Henan Province were hit by catastrophic floods. Affected by the floods, the issuer’s production was suspended, some orders were delayed, and some factories, machinery and equipment and inventories were damaged. After preliminary calculation, after deducting the insurance deductible, the issuer expects a net loss of about 15 million yuan, accounting for 1.39% of the issuer’s audited net assets at the end of the latest period.
Please the issuer:
(1) Analyze the direct impact of the flood on the production line and whether the indirect damage to the production line and the subsequent remedial measures of the issuer are in line with the provisions of the accounting standards after the flood, and explain the direct impact of the flood on the production line The subsequent impact on the issuer’s ability to continue operations, and further improve the risk tips related to the prospectus.
(2) Combined with the claim terms of the insurance contract, explain the progress and latest results of the flood insurance claim, the calculation process and basis of the claim amount, whether the flood belongs to the claim scope agreed in the contract, whether the claim has been accepted and finally confirmed by the underwriting insurance company, and the compensation situation of the underwriting insurance company up to now.
Please ask the sponsor and the reporting accountant to express clear opinions on question (1), and ask the sponsor and the issuer’s lawyer to express clear opinions on question (2). “
reply:
(I) in combination with the claim terms of the insurance contract, explain the progress and latest results of the flood insurance claim, the calculation process and basis of the claim amount, whether the flood falls within the claim scope agreed in the contract, whether the claim has been accepted and finally confirmed by the underwriting insurance company, and the compensation payment of the underwriting insurance company up to now
1. Claim settlement clause of insurance contract
As of July 20, 2021, the claim settlement terms of the insurance contract insured by the issuer are as follows:
Insurer’s claim settlement clause
1. The insurer agrees to assume the liability of insuring the people’s property insurance company of China Limited in accordance with the provisions of property all risks of the people’s property insurance company of China Limited (2009 Edition) and additional insurance clauses (if additional insurance is insured);
2. The absolute deductible for each accident is RMB 2000 or 10% of the loss, whichever is higher;
3. Compensation for insufficient insurance amount.
1. The insurer agrees to bear the insurance liability in accordance with the provisions of the comprehensive property insurance clauses and the corresponding additional insurance clauses;
China Life Insurance Company Limited(601628) Property Insurance Co., Ltd. 2. The absolute deductible of each accident is 1000 yuan or 10% of the amount of accident loss, whichever is higher;
3. If the insured amount is insufficient, it shall be compensated in proportion when the accident occurs.
China The Pacific Securities Co.Ltd(601099) Property Insurance Co., Ltd. undertakes the motor vehicle commercial insurance of Ping An Insurance (Group) Company Of China Ltd(601318) Property Insurance Co., Ltd. in accordance with the types of insurance and their corresponding terms and special agreements, and undertakes the insurance liability co., Ltd. in accordance with the provisions of the insurance contract
According to the claim settlement terms of the insurance contract, in addition to the deductible, the insurer shall be liable for compensation in accordance with the insurance terms. 2. Progress and latest results of flood insurance claim settlement, calculation process and basis of claim amount
(1) Claim settlement progress and results
As of the date of issuance of this supplementary legal opinion (IV), the progress and results of insurance claim settlement are as follows:
Unit: 10000 yuan
Insurer’s payable amount paid amount unpaid amount progress remarks
People’s Insurance of China 1107650 – compensation completion –
limited company
China Life Insurance Company Limited(601628) property insurance 272763139963132800 reviewed and confirmed –
Company limited by shares, unpaid
15.43 – compensation for completed vehicle insurance
China The Pacific Securities Co.Ltd(601099) insurance shares
Limited liability company – machinery and equipment insurance
Ping An Insurance (Group) Company Of China Ltd(601318) property insurance 44.68 44.68 – completion of compensation –
limited company
Total 13864241253624132800——
Note: the policy (policy No.: azhzz010292q0001520) issued by Zhengzhou Central Branch of China The Pacific Securities Co.Ltd(601099) Insurance Co., Ltd. (hereinafter referred to as ” The Pacific Securities Co.Ltd(601099) insurance”) has an insurance period from July 22, 2020 to July 21, 2021, covering machinery and equipment with an insured amount of 258884 million yuan. On July 8, 2021 and July 20, 2021, the issuer additionally insured with China Life Insurance Company Limited(601628) Property Insurance Co., Ltd. for the subject matter of insurance corresponding to the above-mentioned policy, and applied for settlement of claims to China Life Insurance Company Limited(601628) Property Insurance Co., Ltd. after the flood The Pacific Securities Co.Ltd(601099) insurance expires in October 2021
