Beijing Tianyuan law firm
On Shanghai canrui Technology Co., Ltd. initial public offering and listing on the science and Innovation Board
Supplementary legal opinions (II)
Beijing Tianyuan law firm
28 Fengsheng Hutong, Xicheng District, Beijing
The Pacific Securities Co.Ltd(601099) insurance building, 10th floor
Postal Code: 100032
Beijing Tianyuan law firm
About Shanghai canrui Technology Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Supplementary legal opinions (II)
Jtgz (2021) No. 629-3 to: Shanghai canrui Technology Co., Ltd
According to the legal service agreement signed between the exchange and the issuer, the exchange serves as the special legal adviser of the company for this issuance and listing. Our lawyers have issued legal opinions, lawyer work report and supplementary legal opinions I. On March 25, 2022, Shanghai Stock Exchange Kechuang board listing audit center approved and issued the second round of examination and inquiry letter on the application documents of Shanghai canrui Technology Co., Ltd. for initial public offering and listing on Kechuang board (hereinafter referred to as the “inquiry letter”) for this issuance and listing, which has been verified and verified, According to relevant laws such as the securities law, the company law, the administrative measures, 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 administrative measures for law firms to engage in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), etc Laws and regulations, relevant provisions of China Securities Regulatory Commission and the facts that have occurred or exist before the issuance date of this supplementary opinion, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this office and the handling lawyer issue supplementary opinions on the issues that need to be expressed by the lawyer of the issuer under the inquiry letter.
This supplementary legal opinion modifies or supplements the contents disclosed in the legal opinion, lawyer work report and supplementary legal opinion I. For the unchanged contents in the legal opinion, lawyer work report and supplementary legal opinion I, this supplementary legal opinion will not be repeated.
The matters stated by our lawyers in the legal opinion also continue to apply to this supplementary legal opinion. Unless otherwise specified, the meanings of terms in this supplementary legal opinion are the same as those in legal opinion, lawyer work report and supplementary legal opinion I.
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 authenticity, accuracy and integrity of the contents of the documents on which this supplementary legal opinion is issued, and issued this supplementary legal opinion as follows:
1、 On capital flow verification
According to the reply materials, the intermediary’s verification of the capital flow of Jingyang investment includes the payment of consulting service fee of RMB 5.12 million, which is mainly to purchase industry consulting and research reports to prepare for the possible investment business of Jingyang investment in the future.
Please explain to the issuer whether the payment object of the consulting service fee and the final flow of funds are related to the company’s customers and suppliers.
The sponsor and the issuer’s lawyers are requested to check the above matters and give clear opinions, and explain the verification of the rationality and compliance of the consulting business.
reply:
In view of the above matters, our lawyers obtained the bank account flow during the reporting period of Jingyang investment and verified the specific object of Jingyang investment service fee expenditure; Obtain the original documents such as contracts and invoices signed by Jingyang investment and relevant companies, as well as the relevant consulting reports provided by the other party for the performance of the contract; Obtain the industrial and commercial registration data of relevant companies, conduct network verification through the national enterprise credit network, enterprise inspection and other websites, and cross check the shareholders’ information with the issuer’s related parties, employee roster, shareholders and key personnel of the issuer’s main customers and suppliers; Obtain the letter of commitment issued by relevant companies or their shareholders, interview some companies, obtain their bank receipts on payment and receipt and the running expenditure records of their shareholders in the same period, understand the final flow of funds after receiving the service fee, and confirm that the investment related services do not involve commercial bribery, improper pursuit of business opportunities, improper benefit transmission or other improper benefit arrangements; Interview the actual controller of Jingyang investment and obtain the confirmation letter issued by Jingyang investment to understand the business rationality of Jingyang investment’s purchase of investment related services.
1、 Relevant information about the payment object of consulting service fee
After verification, Jingyang investment paid a total of 5.12 million yuan of investment consulting related service fees during the reporting period. Jingyang investment signed an investment consulting related service agreement with relevant companies. According to the service agreement, the consulting report issued by relevant companies and confirmed by both parties, Jingyang investment hired the opposite party to provide it with investment consulting related services such as investment project recommendation, project due diligence and business negotiation (hereinafter referred to as “investment related services”), Relevant companies have provided investment related services according to the contract and issued research reports, industry reports and other service results. The contract is true and effective without any dispute or dispute.
2、 The final flow of relevant service fees is not related to the company’s customers and suppliers
Obtain and consult its bank receipts on the receipt and payment of funds and the current expenditure records of its shareholders in the same period. After receiving the service fees paid by Jingyang investment, the relevant companies will finally use them for their own operation and management expenses. The flow of relevant funds is legal and compliant, and there is no need to provide the funds obtained from Jingyang investment again to Jingyang investment, the issuer and the affiliates of the two companies or any third party designated by them, There is no case that the funds obtained from Jingyang investment office are provided to the issuer’s employees, customers and suppliers.
3、 Rationality and compliance of Jingyang investment in purchasing investment related services
After verification, Jingyang investment is an investment platform established by the issuer’s actual controller, and its purchase of investment related services is business reasonable, as follows:
1. Jingyang investment is an investment platform established by the actual controller of the issuer. After consulting the business license and articles of association of Jingyang investment, the business scope of Jingyang investment includes investment consulting, investment management, business consulting (except brokerage) and marketing planning.
After verification of the issuer’s complete set of industrial and commercial files and other materials and interview with Luo Liquan, the actual controller of Jingyang investment, Jingyang investment obtained the equity transfer price of 145 million yuan from the transfer of the issuer’s shares during the reporting period, has more funds, and plans to engage in relevant investment activities for asset value preservation and appreciation. In view of the certain risks of equity investment, Jingyang investment has not established its own investment team, Its procurement of investment related services is reasonable and prepared for investment behavior.
2. According to the interview with Luo Liquan, the actual controller of Jingyang investment, it is reasonable that Jingyang investment has not made relevant investment for the time being. During the reporting period, Jingyang investment has not found a suitable investment target and made investment. On the one hand, there are certain risks in the investment, and Jingyang investment is still further understanding and carefully evaluating the investment opportunities; On the other hand, due to the rapid development of the integrated circuit industry and the rapid development of the issuer’s business, the main energy and goal of the actual controller of Jingyang investment is still to operate and manage the issuer’s business; At the same time, due to the frequent epidemic in China, there are many restrictions on travel and research, which also affect the relevant investment.
According to the confirmation letter issued by Jingyang investment, related companies or their shareholders, our lawyers interviewed some companies and obtained and consulted their bank receipts on payment and receipt and the running expenditure records of their shareholders in the same period. After receiving the service fee, the related companies were mainly used for their own operation and management expenditure. The use of relevant funds was legal and compliant, and there were no related parties, customers and suppliers transferred to the issuer, At the same time, the relevant companies or their shareholders and Jingyang investment confirm that the investment related services do not involve commercial bribery, improper pursuit of business opportunities, improper benefit transfer or other improper benefit arrangements. Based on the above, our lawyers believe that the purchase of investment related services by Jingyang investment is legal and compliant.
In conclusion, our lawyers believe that during the reporting period, Jingyang investment has more funds through the transfer of the issuer’s equity, and its purchase of investment related services is reasonable to prepare for future investment behavior; After Jingyang investment pays consulting service fees to relevant companies, the final flow of funds is the other party’s own operation and management expenses, which is not related to the issuer’s customers and suppliers.
(no text below)
(there is no text on this page, which is the seal and signature page of Beijing Tianyuan law firm’s supplementary legal opinion on Shanghai canrui Technology Co., Ltd. initial public offering and listing on the science and Innovation Board (II)) (seal) person in charge of Beijing Tianyuan law firm:
Zhu Xiaohui
Handling lawyer (signature):
Zhang Yajuan
Xie Fayou
Li Hua
Address of Japan office: 10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032
