Shanghai jintiancheng law firm
About Shanghai Newtouch Software Co.Ltd(688590)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Text four
1、 Question 1 About the distributed PAAS platform project four
2、 Question 6 About other sixteen
Shanghai jintiancheng law firm
About Shanghai Newtouch Software Co.Ltd(688590)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
To: Shanghai Newtouch Software Co.Ltd(688590)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Shanghai Newtouch Software Co.Ltd(688590) (hereinafter referred to as "the issuer" or "the company" or " Shanghai Newtouch Software Co.Ltd(688590) "), and acts as the special legal adviser of the issuer for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "the offering") in accordance with the lawyer engagement contract signed between the issuer and the firm.
For this issuance project, we have issued the legal opinion of Shanghai jintiancheng law firm on Shanghai Newtouch Software Co.Ltd(688590) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the legal opinion) and the lawyer work report of Shanghai jintiancheng law firm on Shanghai Newtouch Software Co.Ltd(688590) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the lawyer work report). We hereby issue a supplementary legal opinion according to the relevant issues that need to be verified and explained by the issuer's lawyer in the examination and inquiry letter on the application documents of Shanghai Newtouch Software Co.Ltd(688590) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the inquiry letter) No. 33 of szkss (refinancing).
Unless otherwise specified, the definitions, terms, names and abbreviations used in this supplementary legal opinion have the same meanings in the legal opinion and lawyer work report.
For the purpose of issuing the supplementary legal opinion, the lawyer of the firm has fully investigated the facts involved in issuing the supplementary legal opinion, inquired and investigated the Issuer on relevant matters, held necessary discussions with the sponsor and the issuer, and obtained relevant certificates and documents.
The exchange agrees to use this supplementary legal opinion as a necessary legal document for the issuer's issuance, together with the legal opinion, and shall be liable for this supplementary legal opinion according to law.
In accordance with the securities law, the company law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have fully verified and verified the relevant documents and facts provided by the issuer, and now issue the following supplementary legal opinions:
text
1、 Question 1 About distributed PAAS platform project
According to the application materials and public information, listed companies are mainly engaged in software outsourcing services, and their income mainly comes from customers in the financial industry. In this financing, it is planned to implement the distributed PAAS platform project to provide software development and technical services based on distributed PAAS platform technology for customers in finance, manufacturing and other industries. The project plans to raise 3598104 million yuan, including 191248 million yuan for the purchase of software and hardware equipment and 150 million yuan for the purchase of office space.
……
The issuer is requested to explain: (1) the technical barriers of this raised investment project, the company's existing technology, patents, software copyrights, research projects and personnel reserves, and analyze the feasibility of the implementation of this raised investment project (4) Whether the nature of the land and the purpose of the real estate to be purchased belong to the field of science and innovation and whether there is a disguised investment in real estate.
……； Ask the lawyer of the issuer to check (1) and (4) and give opinions.
reply:
Issuer's Description:
(I) the technical barriers of the project, the company's existing technology, patents, software copyrights, research projects and personnel reserves, and analyze the feasibility of the implementation of the project
1. The technical barriers of this raised investment project are high, and it is difficult for new market competitors to master the core technologies related to the distributed PAAS platform in a short time. The company has the necessary technology and talent reserves to implement the above projects, and there is no technical barrier to the implementation of raised investment projects
The distributed PAAS platform involves a wide range of technical fields and the speed of technical development and updating. The technical barriers to be broken through involve many popular technical fields, and the technical requirements are higher than those of general software development and application products.
First of all, the realization of a fully functional and high-quality distributed PAAS platform requires rich technical accumulation and a comprehensive breakthrough in mobile device rendering, H5 multi browser optimization, service dynamic gray publishing, sustainable optimization of micro service architecture, metadata parsing and adaptation, distributed transaction control, distributed data storage and monitoring, distributed message publishing and event monitoring, distributed workflow engine design Distributed model design and maintenance, distributed service registration and management, distributed log management, distributed data cache, distributed service flow control, distributed integrated routing management, distributed task scheduling and calculation, distributed low code development and version maintenance, integrated testing and service management and many other technical difficulties. Secondly, the stability and compatibility of these technologies also need to be polished and optimized for a long time in a complex practical application environment. Finally, with the rapid development of emerging technologies such as 5g, cloud services and the Internet of things, distributed PAAS platform manufacturers also need to have forward-looking thinking, keep up with cutting-edge technologies such as big data, artificial intelligence and blockchain, and constantly innovate and iterate in the distributed PAAS platform. The breakthrough of technical barriers requires a long time of accumulation and research, It is difficult for new entrants or manufacturers with relatively backward technology to quickly establish technical advantages in a short time.
At the same time, after more than 20 years of development, the company has formed a number of self-developed core technologies, focusing on the fields of big data, artificial intelligence, mobile Internet and cloud computing. On the basis of the above core technologies, the company has actively carried out technology research and development related to the distributed PAAS platform, and has formed technology accumulation related to the distributed PAAS platform in the long-term research and development practice. In the future, the company will continue to innovate and iterate on the distributed PAAS platform by following the cutting-edge technologies such as big data, artificial intelligence and blockchain.
To sum up, the technical barriers of this raised investment project are high, and it is difficult for new market competitors to master the core technologies related to the distributed PAAS platform in the short term. After years of development and independent research and development, the company has the necessary technology and talent reserves for the implementation of the above projects. There are no technical barriers for the implementation of raised investment projects. 2. For the "distributed PAAS platform project" developed by this raised investment project, the company has accumulated corresponding technology and formed intellectual property rights related to distributed architecture
The company actively carries out the technology research and development of distributed architecture and has accumulated corresponding technologies in the fields of distributed tools and platforms. The company has accumulated rich experience in openstack virtualization resource management, docker container technology, kubernetes container orchestration engine, spring cloud microservices, Devops, distributed data storage, user interaction technology and other fields. The company has formed distributed The underlying technology of microservice provides a technical basis for the construction of this raised investment project.
After long-term technology research and development practice, the company currently owns many software copyrights with distributed architecture technical characteristics, such as "xinzhiyun PAAS platform v1.0", "xinzhiyun Service Software v1.0", "decentralized shared storage platform v1.0 based on IPFs" and "newtouchtest integrated test platform v1.0", and submitted "a workflow task scheduling system, method and service terminal" to the Patent Office of the State Intellectual Property Office "Dynamic load balancing method based on server control", "automatic deployment method of log service based on service grid" and "a method of automatically constructing target file based on container technology" and many other patent applications related to distributed framework and low code platform technology.
As of the date of issuing the inquiry reply, the technical reserves of the company's "distributed PAAS platform project" are as follows:
Serial number technical name technical description specific characterization of technology the company's additional empowerment of technology corresponds to the name of patent and software copyright
1. Decentralized shared storage platform v1.0 based on IPFs 0 1. Optimized distribution at different nodes 2022sr0112993
Participants and support matters of the transaction 2. Xinzhi Cloud Service Software v1 0 distributed architecture is a service server and resource server 2021sr0794261
The ordered set of column framework simplifies the atomicity, consistency and isolation of distributed system. 3. A workflow task scheduling is aimed at the openness and persistence of distributed transaction and flow infrastructure; Z1.2. Distributed event discovery engine and distributed service center configuration (e.g. z1.032. Distributed event registration engine and service center configuration)
Component, object cache, task message bus, load and efficiency; 4. Dynamic scheduling, search service, data balancing, circuit breaker based on server control. 3. Optimize distributed logging and split state load balancing methods. ZL data governance, log management, data monitoring and other distributed file systems. The reading and writing efficiency of 2020 111786085 (application process engine and other rates to improve data governance and Management)
Distributed search service efficiency 5. Method of automatic deployment of log service based on service grid ZL 2020 111789064 (under application)
1. Support BPMN2 The power of 0
Process engine, which can design multiple points
Let the branch, multi rule, multi authority, multi 1, Xinzhi cloud PAAS platform users who do not know how to write code, or the complex process of technical processing, build enterprise v1 0 2022sr0274559, referred to as LCDP for short, is through personnel, using the "whole process closed loop of visual industry business; 2. Xinzhi intelligent application construction system low code, small amount of code or zero coding" window, through 2. All cloud online development, no system v1 0 2021sr07940122 platform technology can quickly generate new "drag" and other operation code / low code development module 3. A development platform based on Self-technical application of container technology can quickly develop adaptive, multi terminal adaptation, and the method of seeing and immediately constructing target files is consistent with the large screen construction actually obtained by the enterprise, Graphical ZL 2020 103172876 business scenario layout; (under application)
