Guohao law firm (Hangzhou)
about
Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on GEM
of
Supplementary legal opinion (II)
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 8577 5888 fax / Fax: (+ 86) (571) 8577 5643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
March, 2001
catalogue
The first part is the verification of the issuer during the period 5 I. Basic information of the issuer 5 II. Approval and authorization of this issuance and listing 6 III. The issuer's subject qualification for this issuance and listing 6 IV. substantive conditions for this issuance and listing 7 v. establishment of the issuer 12 VI. independence of the issuer 12 VII. Sponsors and shareholders of the issuer (retroactive to the actual controller of the issuer) 15 VIII. Share capital and evolution of the issuer 9. Issuer's business 21 X. related party transactions and horizontal competition 22 Xi. Main property of the issuer 30 XII. Major creditor's rights and debts of the issuer 33 XIII. Major asset changes and mergers and acquisitions of the issuer 35 XIV. Formulation and amendment of the articles of association of the issuer 36 XV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 36 XVI. Directors, supervisors and senior managers of the issuer and their changes 37 XVII. Tax of the issuer 37 XVIII. Environmental protection, product quality and technical standards of the issuer 43 XIX. Application of funds raised by the issuer 44 XX. Business development objectives of the issuer 44 21. Litigation, arbitration or administrative punishment 45 XXII. Evaluation of the legal risk of the issuer's prospectus 45 XXIII. Relevant commitments and binding measures involved in this offering 46. Concluding observations forty-six
Part II reply and update of audit inquiry letter 47 I. question 1 of the audit inquiry letter: about the historical evolution and shareholders 47 II. Question 2 of the audit inquiry letter: about related party transactions 48 III. question 3 of the audit inquiry letter: about the issuer's business 57 IV. question 4 of the audit inquiry letter: about the issuer's outsourcing procurement 66 v. question 5 of the audit inquiry letter: about real estate leasing 83 VI. question 7 of the audit inquiry letter: about environmental protection 93 Part III signature page one hundred and four
Guohao law firm (Hangzhou)
About Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on the gem
Supplementary legal opinion (II)
To: Shipu Testing Technology (Shanghai) Co., Ltd
As a law firm qualified to engage in legal business, Guohao law firm (Hangzhou) accepted the entrustment of Shipu testing as a special legal adviser for Shipu testing's initial public offering and listing on the gem, On September 16, 2020, the legal opinion of Guohao law firm (Hangzhou) on the initial public offering of shares and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the legal opinion) and Guohao law firm (Hangzhou) were issued for the initial public offering of shares and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd The lawyer's work report on the initial public offering and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the lawyer's work report), On February 22, 2021, the supplementary legal opinion of Guohao law firm (Hangzhou) on the initial public offering and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the supplementary legal opinion (I)).
The closing date of the issuer's previous financial statements was September 30, 2020, and now the closing date of the issuer's financial statements has been updated to December 31, 2020. Our lawyers have accordingly updated and verified the issuer's relevant business conditions and other important information, and supplemented the changes in the matters involved in the audit inquiry letter.
In accordance with the securities law, the company law and other relevant laws and regulations, as well as the measures for the administration of gem registration, the Compilation Rules, 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 provisions issued by the CSRC, and in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, we have conducted sufficient verification and verification to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
This supplementary legal opinion is a supplement to the legal opinion, lawyer work report and supplementary legal opinion (I). This supplementary legal opinion shall be used together with the legal opinion, lawyer work report and supplementary legal opinion (I). In case of any inconsistency between the legal opinion, lawyer work report, supplementary legal opinion (I) and this supplementary legal opinion, this supplementary legal opinion shall prevail. Unless otherwise specified in the context, the matters and relevant interpretations stated by the firm and its lawyers in the legal opinion, lawyer work report and supplementary legal opinion (I) shall apply to this supplementary legal opinion.
On the basis of applying the relevant interpretations of legal opinion, lawyer work report and supplementary legal opinion (I), the supplementary legal opinion is as follows:
As of the date of issuance of this supplementary legal opinion, the prospectus submitted as the application document of the issuer refers to the prospectus for initial public offering of shares and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (application draft)
Audit report refers to the audit report of Shipu Testing Technology (Shanghai) Co., Ltd. (tzyz [2021] No. 9785) issued by Tianzhi certified public accountants
The internal control assurance report refers to the internal control assurance report of Shipu Testing Technology (Shanghai) Co., Ltd. (tzyz [2021] No. 13594) issued by Tianzhi certified public accountants
Tax audit report refers to the audit report on the main tax types and tax payment of Shipu Testing Technology (Shanghai) Co., Ltd. (tzyz [2021] No. 13598) issued by Tianzhi certified public accountants
The base date of declaration refers to December 31, 2020
The reporting period refers to the continuous period from January 1, 2018 to December 31, 2020
The latest period refers to the continuous period from January 1, 2020 to December 31, 2020
Period refers to the period from the issuance date of the supplementary legal opinion (I) to the issuance date of this supplementary legal opinion
Note: the difference in the mantissa between the sum of some totals and the direct addition of each addend in this supplementary legal opinion is caused by rounding in the calculation.
Part I verification of the issuer during the period
1、 Basic information of the issuer
The lawyers of the firm have examined the following materials of the issuer:
1. The current valid business license and articles of association of the issuer;
2. The industrial and commercial registration data of the issuer;
3. The current register of shareholders of the issuer.
The lawyer of the firm confirmed after verification:
Our lawyers have discussed the equity structure and basic overview of the issuer in the legal opinion, lawyer work report and supplementary legal opinion (I). During the period, Zhang Haiqiong transferred 0.59% equity of Shanghai Weili held by Zhang Haiqiong to Wu Yaohua, the actual controller of the issuer, and then withdrew. Wu Yaohua's shareholding ratio of Shanghai Weili was changed from 68.37% to 68.96%. After this change, the equity structure of the issuer is as follows:
During the period, the basic profile of the issuer has not changed.
2、 Approval and authorization of this issuance and listing
The lawyers of the firm have examined the following materials of the issuer:
1. Notes issued by the issuer.
The lawyer of the firm confirmed after verification:
Our lawyers have disclosed in detail the approval and authorization of the issuer's issuance and listing in the legal opinion, lawyer work report and supplementary legal opinion (I). The first extraordinary general meeting of shareholders in 2020 held by the Issuer on August 14, 2020 has approved the company's application for initial public offering and listing on the gem in accordance with the law, It also authorized the board of directors for a period of 24 months on the issue and listing.
As of the issuance date of this supplementary legal opinion, the approval and authorization of the issuer for this issuance and listing are within the period of validity, and there is no change during the period. The issuer's issuance and listing has been approved and authorized by the internal authority. It still needs to obtain the examination and approval of Shenzhen Stock Exchange and report to the CSRC to perform the issuance registration procedures. It also needs to obtain the examination and approval of Shenzhen Stock Exchange and sign the listing agreement.
3、 The issuer's subject qualification for this issuance and listing
The lawyers of the firm have examined the following materials of the issuer:
1. The current valid business license and articles of association of the issuer;
2. The industrial and commercial registration data of the issuer;
3. Our lawyers' query results on the national enterprise credit information publicity system, enterprise check and other websites;
4. Information on the meeting of the board of directors in recent three years;
5. Audit report;
6. Certificate issued by the local market supervision and administration department where the issuer is located.
The lawyer of the firm confirmed after verification:
Our lawyers have disclosed in detail that the issuer has the subject qualification for this issuance and listing in the legal opinion, lawyer work report and supplementary legal opinion (I).
As of the issuance date of this supplementary legal opinion, the issuer is a joint stock limited company established and validly existing according to law, and there is no need to terminate in accordance with laws, regulations, normative documents and the articles of association, It has the subject qualification specified in the company law, the securities law and the measures for the administration of gem registration on the company's initial public offering and listing on the gem.
4、 Substantive conditions for this issuance and listing
Our lawyers have disclosed in detail that the issuer meets the substantive conditions for this issuance and listing in the legal opinion, lawyer work report and supplementary legal opinion (I).
Upon verification by the lawyers of the exchange, as of the issuance date of this supplementary legal opinion, the issuer still complies with the conditions for IPO and listing on the gem of a joint stock limited company as stipulated in the company law, the securities law, the measures for the administration of gem registration and the GEM Listing Rules.
(I) the issuer's issuance and listing meet the relevant conditions stipulated in the company law
1. According to the proposal on the company's initial public offering and listing on the gem, which was deliberated and adopted by the issuer's first extraordinary general meeting in 2020, the shares issued by the issuer this time are limited to RMB common shares (A shares), each share has the same rights, the same issuance conditions and price per share, and the shares subscribed by any unit or individual, Pay the same price per share.
The lawyers of the exchange believe that the issuer's issuance and listing this time comply with the provisions of Article 126 of the company law.
2. According to the issuance plan deliberated and approved by the issuer's first extraordinary general meeting in 2020, the issuer's general meeting of shareholders has made resolutions on the type, amount, issuance price and issuance object of the issued shares.
The lawyers of the exchange believe that the issuer's issuance and listing this time comply with the provisions of Article 133 of the company law.
(II) the issuer's issuance and listing meet the relevant conditions stipulated in the securities law
1. After verification by the lawyers of the exchange, the issuer has signed a recommendation agreement and an underwriting agreement with Haitong Securities Company Limited(600837) and entrusted Haitong Securities Company Limited(600837) to underwrite the shares issued by the issuer and act as its sponsor.
The lawyers of the exchange believe that the issuer's issuance and listing this time comply with the provisions of paragraph 1 of Article 10 and paragraph 1 of Article 26 of the securities law.
2. The issuer's current issuance and listing meets the following conditions for public issuance of new shares as stipulated in Article 12 of the Securities Law:
(1) According to the issuer's organization chart, the articles of association and amendments to previous articles of association, internal control and assurance report, relevant systems of internal control, general meetings of shareholders in recent three years
