Beijing Hairun Tianrui law firm on the initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. at Shenzhen Stock Exchange
Legal opinion on GEM Listing
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
Beijing Hairun Tianrui law firm
About New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Initial public offering of shares listed on the gem of Shenzhen Stock Exchange
Legal opinion
To: New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd
Beijing Hairun Tianrui law firm (hereinafter referred to as "the firm") accepted the entrustment of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as "the issuer") to act as the special legal adviser of the issuer's initial public offering of shares listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "the issuance and listing") and express legal opinions for the issuer's issuance and listing.
In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules of the gem), 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 other relevant laws In accordance with the provisions of laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we express legal opinions and issue this legal opinion.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers issue this legal opinion in accordance with the provisions of the company law, the securities law, the GEM Listing Rules, the measures for the administration of law firms engaging in securities legal business, the securities legal business practice rules of law firms (for Trial Implementation), and the facts that have occurred or exist before the issuance date of this legal opinion. 2. In the course of work, our lawyers have obtained the guarantee of the issuer: that is, the issuer has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for making this legal opinion, and the documents and materials provided are true, accurate, complete and effective, without concealment, falsehood and major omissions.
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units to issue this legal opinion.
4. When giving legal opinions, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to the law and the general duty of care of ordinary people for other business matters. There are no false records, misleading statements or major omissions in the documents produced and issued.
5. Our lawyers agree to take this legal opinion as a necessary legal document for the issuer's issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities.
6. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
Based on the full verification and verification of the documents and relevant facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the issuance and listing of the issuer:
1、 Approval and authorization of this listing
(I) on April 30, 2020, the issuer held the 2019 annual general meeting of shareholders, approved the matters related to the issuance and listing, and authorized the board of directors to handle the matters related to the issuance and listing. On April 21, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021 to extend the validity period of relevant resolutions on the issuer's IPO and the authorization period to the board of directors for 12 months.
(II) on September 10, 2021, the listing audit center of Shenzhen Stock Exchange announced the announcement on the results of the 57th review meeting of the municipal Party Committee on GEM in 2021, considered that the issuer met the issuance conditions, listing conditions and information disclosure requirements, and agreed to the issuer's issuance and listing (initial public offering).
(III) February 23, 2022, The China Securities Regulatory Commission (hereinafter referred to as "CSRC") issued the reply on Approving the registration of initial public offering of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (zjxk [2022] No. 378) and approved the issuer's registration application for this issuance and listing. (Ⅳ) on April 15, 2022, Shenzhen Stock Exchange made a decision The notice on the listing of RMB ordinary shares of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. on the gem (SZS [2022] No. 368) agrees that the RMB ordinary shares issued by the issuer are listed on the gem. The securities are referred to as "Xinte electric" for short and the securities code is "301120".
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the internal approval and authorization of the issuer and the consent of the CSRC. The issuer's listing has been approved by Shenzhen Stock Exchange.
2、 Subject qualification of this listing
(I) the issuer was changed from a limited liability company to a joint stock company on May 20, 2010 in accordance with the company law and other relevant provisions. The issuer now holds the business license with the unified social credit code of 91110105101785863e issued by the market supervision and Administration Bureau of Chaoyang District, Beijing. Its domicile is a801, office building 8, building 2, yard 1, lizezhong 1st Road, Chaoyang District, Beijing. The legal representative is Tan Yong and the registered capital is 185707370 yuan, The business scope is "Processing and manufacturing transformers, reactors, combined transformers, special transformers and various accessories, components and parts; repairing reactors, switch control equipment and transformers; selling mechanical equipment, hardware and electrical appliances, household appliances, computers, software and auxiliary equipment, electronic products; import and export of goods; technology import and export; Technology development; technical services; computer technology training; computer graphic design; corporate image planning ； Conference services; Economic and trade consultation. (the project shall not be operated without special approval) ". (II) the issuer is legally established and validly existing. As of the date of issuance of this legal opinion, the issuer has no circumstances requiring termination in accordance with laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the issuer has the subject qualification for this issuance and listing.
3、 Substantial conditions of this listing
(I) according to the information and confirmation provided by the issuer, the certificate issued by the relevant competent department, the audit report [Zhong Huan Shen Zi (2021) 0211544] issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and verified by the lawyers of the firm, the issuer's listing complies with the provisions of paragraph 1 of Article 12 of the securities law and item 1 of paragraph 1 of article 2.1.1 of the GEM Listing Rules: 1 Have a sound and well functioning organization; 2. Have the ability of continuous operation; 3. The financial and accounting reports of the last three years have been issued with unqualified audit reports; 4. The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years; 5. Other conditions stipulated by the securities regulatory authority under the State Council approved by the State Council.
(II) the total share capital of the issuer before this issuance is RMB 185707370. According to the capital verification report [Zhong Huan Yan Zi (2022) No. 0210029] issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the total share capital of the issuer after this issuance is RMB 247627370, and the total share capital is no less than RMB 30 million, Comply with the provisions of Article 47 of the securities law and item (II) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
(III) the total number of shares issued by the issuer to the public this time is 61.92 million, accounting for 25.01% of the total number of shares after the completion of this issuance, which is in line with the provisions of Article 47 of the securities law and item (III) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
(IV) according to the audit report [Zhong Huan Shen Zi (2021) 0211544] issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the issuer's net profits attributable to the owners of the parent company after deducting non recurring profits and losses in 2019 and 2020 were 609652 million yuan and 77.834 million yuan respectively. The issuer's net profits in the last two years were positive, and the cumulative net profits were not less than 50 million yuan. The issuer complied with Article 47 of the securities law Article 2.1.1, paragraph 1, item (IV) and article 2.1.2, paragraph 1, item (I) of the GEM Listing Rules.
(V) the lawyers of the firm reviewed the commitment and statement documents issued by the issuer and relevant responsible subjects. According to the verification of our lawyers, the relevant commitments and binding measures made by the issuer and relevant responsible subjects according to the requirements of the regulatory authorities comply with the current laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange. The contents of the public commitments and the binding measures in case of failure to fulfill the commitments are legal and effective.
In conclusion, our lawyers believe that the issuance and listing of the issuer meets the substantive conditions stipulated in the securities law, GEM Listing Rules and other laws, regulations and normative documents.
4、 The sponsor institution and sponsor representative of this offering and listing
(I) the issuer's offering and listing this time is sponsored by Minsheng Securities Co., Ltd., which is a securities operating institution registered with the China Securities Regulatory Commission and listed in the list of sponsors, and has the membership of Shenzhen Stock Exchange, which meets the provisions of article 3.1.1 of the GEM Listing Rules.
(II) Minsheng Securities Co., Ltd. designated Xiao Bing and Zhang Haidong as the recommendation representatives to be specifically responsible for the recommendation of the issuer, which is in line with Article 3.1.3 of the GEM Listing Rules.
5、 Concluding observations
To sum up, our lawyers believe that the issuer is a joint stock limited company legally established and existing, and has the subject qualification to apply for this issuance and listing; The issuer has obtained the necessary approval and authorization for this issuance and listing, and the issuer meets the substantive conditions for IPO and listing on the gem of Shenzhen Stock Exchange as stipulated by the securities law, the GEM Listing Rules and other relevant laws.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Hairun Tianrui law firm on the IPO of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. on the gem of Shenzhen Stock Exchange)
Beijing Hairun Tianrui law firm (seal)
Person in charge (signature): Handling lawyer (signature):
Yan kebing: Zhao tingkai:
April 18, 2002
