Beijing JUNHE law firm
Notice on issuing A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021
Supplementary legal opinion (II)
March, 2002
About Geovis Technology Co.Ltd(688568)
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (II)
Geovis Technology Co.Ltd(688568) ：
Beijing JUNHE law firm (hereinafter referred to as “the firm”) is entrusted by Geovis Technology Co.Ltd(688568) (hereinafter referred to as “the issuer”) to appoint a lawyer (hereinafter referred to as “the firm’s lawyer” or “we”) in the capacity of special legal counsel on the issue of A-Shares to specific objects by the issuer in 2021 (hereinafter referred to as “the offering”), On December 13, 2021, the legal opinion on issuing A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 (hereinafter referred to as the legal opinion) and the lawyer work report on issuing A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 (hereinafter referred to as the lawyer work report) were issued, On February 8, 2022, the supplementary legal opinion (I) on the issuance of A-share shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 was issued (hereinafter referred to as the supplementary legal opinion I), and together with the above legal opinion and lawyer work report, they are collectively referred to as “issued lawyer documents”).
According to the inquiry letter on the second round of examination of Geovis Technology Co.Ltd(688568) the application documents for issuing shares to specific objects (szkss (refinancing) [2022] No. 46) (hereinafter referred to as the inquiry letter) issued by the listing examination center of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on March 11, 2022, In accordance with the requirements of the inquiry letter, the exchange is now issuing the supplementary legal opinion (II) on the issuance of A-Shares to specific objects in Geovis Technology Co.Ltd(688568) 2021 (hereinafter referred to as the “supplementary legal opinion”). For the purpose of issuing this supplementary legal opinion, in accordance with the relevant provisions of relevant Chinese laws, regulations and normative documents, and on the basis of the facts on which the lawyer’s documents have been issued, our lawyers conducted supplementary investigation on the facts involved in issuing this supplementary legal opinion, and inquired and discussed relevant matters with the relevant personnel of the issuer, Obtained the certificates and documents obtained by the issuer and provided to our lawyers. In order to issue this supplementary legal opinion, our lawyers have reviewed the relevant documents and copies provided by the issuer, and based on the following guarantees made by the issuer to our lawyers: (1) the issuer has provided all the original written materials, copies or instructions necessary for issuing this supplementary legal opinion without any omission or concealment; (2) The original written materials, copies or descriptions provided by the issuer are true, accurate and complete; (3) The originals of relevant documents have not been revoked by relevant government departments within their validity period, and are held by their respective legal holders on the date of issuance of this supplementary legal opinion; (4) The documents provided by the issuer and the signatures and seals on the documents are true; (5) The duplicate materials or copies provided by the issuer are completely consistent with the original. For the fact that the issuance of this supplementary legal opinion is very important and cannot be supported by independent evidence, the bourse relies on the supporting documents issued by relevant government departments, the issuer or other relevant institutions and the explanation / confirmation issued by the issuer to the bourse.
This supplementary legal opinion is a supplement to the lawyer’s documents issued. Unless otherwise specified in the context, the terms, definitions and abbreviations used in this supplementary legal opinion have the same meanings as those used in the issued lawyer’s documents. All statements made in the lawyer’s documents issued by the office are also applicable to this supplementary legal opinion.
This supplementary legal opinion shall come into force after being signed by the handling lawyer of the exchange and stamped with the official seal of the exchange, and shall only be used by the issuer for the purpose of this issuance, and shall not be used for any other purpose. The issuer agrees to submit this application as a supplement to the legal opinions of the issuer and bear the legal responsibilities of the issuer together with this application.
In accordance with the requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have reviewed and verified the documents and relevant facts provided by the issuer, and hereby issue this supplementary legal opinion as follows:
Question 2 about land and real estate
According to the reply of the first round of inquiry: (1) geovis online online digital earth construction project is implemented at the southeast corner of the intersection of Wangjiang West Road and Fangxing Avenue, high tech Zone, Hefei, Anhui Province. It is estimated that the land purchase and tax are 20 million yuan; (2) The area of intelligent data factory (including supercomputer room) in the new site is 10000 square meters.
The issuer is requested to explain: (1) the nature of the land to be purchased by this raised investment project and the basis for cost calculation; (2) Explain the area calculation basis of the intelligent data factory area in combination with the equipment content, equipment quantity and floor area required by the raised investment project; (3) Whether the issuer and its holding subsidiaries and joint-stock subsidiaries are engaged in real estate business.
The recommendation institution is requested to check and comment on the above matters (1) (2) (3) and the issuer’s lawyer on the above matters (3).
reply:
1、 Responses to questions
(I) the issuer and its holding subsidiaries and joint-stock companies are not real estate development enterprises and do not hold the qualification to engage in real estate development and operation business
According to the relevant provisions of the law of the people’s Republic of China on the administration of urban real estate, real estate development enterprises refer to enterprises engaged in real estate development and operation for the purpose of profit.
According to the relevant provisions of the regulations on the administration of urban real estate development and operation, real estate development and operation refers to the behavior of real estate development enterprises in carrying out infrastructure construction and housing construction on the state-owned land in the urban planning area, and transferring real estate development projects or selling and renting commercial houses.
According to the relevant provisions of the provisions on the administration of the qualification of real estate development enterprises, real estate development enterprises shall apply for verification of enterprise qualification registration in accordance with the provisions; Enterprises that have not obtained the qualification certificate for real estate development shall not engage in real estate development and operation.
According to the documents and instructions provided by the issuer and its joint-stock companies and verified by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer and its holding subsidiaries and joint-stock companies are not “real estate development enterprises” under the above provisions and do not hold relevant qualifications for real estate development and operation.
In addition, according to the public inquiry of our lawyers on the official website of the Ministry of housing and urban rural development of the people’s Republic of China and the local housing and urban rural development department where the issuer and its holding subsidiaries and joint-stock companies are located, as of the date of issuance of this supplementary legal opinion, the issuer and its holding subsidiaries and joint-stock companies have no records of being listed in the list of real estate enterprises publicized by the housing and urban rural development department or being subjected to administrative punishment for operating real estate business without certificate.
(II) the business scope of the issuer and its holding subsidiaries and joint-stock companies does not include real estate development and operation
According to the current valid business license of the issuer and its holding subsidiaries and joint-stock companies and verified by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the business scope of the issuer and its holding subsidiaries and joint-stock companies is as follows:
Relationship between company name and issuer business scope
number
Technology development, technology transfer, technical consultation and technical services; Sell self-developed products, mechanical equipment, computers, software, auxiliary equipment and electronic products; Import and export of goods, technology and agent import and export; Computer information system integration service; Manufacturing of complete computers (except for the generation and manufacturing links of high pollution and high-1 issuers – environmental risks). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
General project: software development; Big data services; Information system integration service; Information technology consulting services; Information system operation and maintenance services; Software outsourcing services; Geographic remote sensing information service; Satellite remote sensing data processing; Integration of satellite remote sensing application system; Integration of satellite navigation multi-mode enhanced application service system; Integrated application system integration of satellite technology; Network and information security software development; Data processing and storage support services; Internet of things technology services; Energy and water system development of the wholly-owned subsidiary of zhi2 Xingtu space; Basic software development of artificial intelligence; Development of artificial intelligence application software; Artificial intelligence theory and algorithm software development; Artificial intelligence public data platform; Artificial intelligence public service platform; Basic resources and technology platform of artificial intelligence; General application system of artificial intelligence; Artificial intelligence industry application system. (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: Surveying and mapping services. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
Technology development, technology promotion, technology transfer, technical consultation and technical services; 3. Computer system services of the wholly-owned subsidiary of aerospace open source; Data processing; Basic software services; Application software services; Sales of electronic products, communication equipment, computers, software and auxiliary equipment. (market entities independently choose business projects and carry out business activities according to law)
Relationship between company name and issuer business scope
number
Moving; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
General items: satellite technology integrated application system integration; Integration of satellite remote sensing application system; Satellite remote sensing data processing; Integration of satellite navigation multi-mode enhanced application service system; IC chip design and services; Research and development of emerging energy technologies; Application system integration services in artificial intelligence industry; Basic resources and technology platform of artificial intelligence; Internet of things application services; Information system integration service; Big data services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technology research and test, development of a wholly-owned subsidiary of 4-star earth; Software sales; Software development; Manufacturing of computer software, hardware and peripheral equipment; Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment; Non residential real estate leasing; Leasing of computer and communication equipment; Science popularization service; Information technology consulting services; Enterprise management consulting; Brand management; Import and export of goods; Technology import and export; Agent import and export
