Guohao law firm (Hangzhou)
about
Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on GEM
of
Supplementary legal opinion (III)
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.
May, 2001
catalogue
The first part is the text 4 I. question 1 of the audit inquiry letter: about shareholders 4 II. Question 2 of the audit inquiry letter: about employees 17 III. question 3 of the audit inquiry letter: about the main business and qualification 28 IV. question 4 of the audit inquiry letter: about core competitiveness V. question 5 of the audit inquiry letter: about assets 81 VI. question 6 of the audit inquiry letter: about administrative punishment and environmental protection 103 VII. Question 11 of the audit inquiry letter: about suppliers 116 Part II signature page one hundred and thirty-one
Guohao law firm (Hangzhou)
About Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on the gem
Supplementary legal opinion (III)
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, Guohao law firm (Hangzhou) issued the supplementary legal opinion (I) 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)), On March 30, 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 (II)).
According to the requirements of the second round of examination and inquiry letter on the application documents for initial public offering and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the examination and inquiry letter) No. [2021] 010476 issued by Shenzhen Stock Exchange on April 14, 2021, Our lawyers have further checked the relevant matters involved in the audit inquiry letter, and hereby issue this supplementary legal opinion. 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, supplementary legal opinion (I) and supplementary legal opinion (II). This supplementary legal opinion shall be used together with the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II). In case of any inconsistency between the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) 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, supplementary legal opinion (I) and supplementary legal opinion (II) are applicable to this supplementary legal opinion.
The first part is the main body
1、 Question 1 of the audit inquiry letter: about shareholders
The reply to the audit inquiry shows:
(1) In April 2019, Shenzhen Venture Capital, laterite intelligence, Guangfa Qianhe, Zhuhai Qingshi signed a capital increase contract with the original shareholders of Shipu Co., Ltd., Yang Jin, Wu Yaohua, Shipu investment and other companies. The above investors invested 30 million yuan in total to subscribe for the company’s new registered capital of 665800 yuan.
(2) In December 2019, Zhenjiang fertile land, changruifengzheng, Wuhan Yinxin, Shanghai Zizhu, Shanghai Lixu, Jiangsu Fuquan and Shanghai Fujing signed a capital increase contract with Yang Jin and Wu Yaohua, the former shareholders and actual controllers of the company and Shipu investment, which agreed that Zhenjiang fertile land, changruifengzheng, Wuhan Yinxin, Shanghai Zizhu, Shanghai Lixu, Jiangsu Fuquan Shanghai Fujing and other investors contributed 79.9672 million yuan in total according to the pre investment valuation of 114 million yuan and subscribed for 5.9016 million yuan of new share capital.
Please the issuer:
(1) Explain the background and reasons for the multiple capital increases during the reporting period, and the source of funds for obtaining the issuer’s shares through the natural persons indirectly holding the issuer’s shares by such non natural person shareholders; Combined with the main financial data, previous price and other factors during capital increase and equity transfer, explain the pricing basis and fairness of capital increase and equity transfer, corresponding to the P / E ratio of the previous year and the current year of equity change, and the reason and rationality of price difference in equity transfer with similar time;
(2) Supplementary disclosure of the background, time and pricing basis of Shanghai Yishi’s shares in the issuer, as well as the basic information of its general partners Wang Yun, pan Sijian, Zhang Huihui, Gan Zaiming and Wei Li; Compliance of Ye Yan’s shareholding in Shanghai Yishi during his work in cyberlab; The source of capital contribution of each partner of Shanghai Yishi, whether the issuer and its related parties pay for shares or provide them with funds required for shares, and whether there is equity holding on behalf of them; (3) In accordance with the provisions of the guidelines for the application of regulatory rules – disclosure of shareholders’ information of enterprises applying for initial public listing (hereinafter referred to as the regulatory guidelines), truthfully, accurately and completely disclose shareholders’ information, supplement and issue special commitments, update the prospectus, increase the disclosure information as required, and briefly disclose the verification results and conclusions.
The sponsor and the issuer’s lawyers are requested to conduct comprehensive and in-depth verification of the shareholder information disclosed by the issuer in accordance with the requirements of the regulatory guidelines, carefully implement the verification work one by one, and submit special verification instructions.
Ask the sponsor and the issuer’s lawyer to check the matters (1) and (2) and give clear opinions.
The reply is as follows:
(I) explain the background and reasons for the multiple capital increases during the reporting period, and the source of funds for obtaining the issuer’s shares through the natural persons indirectly holding the issuer’s shares by these non natural person shareholders; Combined with the main financial data, previous price and other factors during capital increase and equity transfer, this paper explains the pricing basis and fairness of capital increase and equity transfer, the reason and rationality of price difference in equity transfer corresponding to the P / E ratio of the previous year and the current year of equity change
In this regard, our lawyers have performed the following verification procedures:
1. Check the industrial and commercial registration materials of the issuer and its predecessor, Shipu Co., Ltd;
2. Review the agreements and capital verification reports of the issuer and its predecessor Shipu Co., Ltd. on previous capital increases during the reporting period;
3. Review the resolutions of the shareholders’ meeting of the issuer and its predecessor Shipu Co., Ltd. on previous capital increases during the reporting period; 4. Records of interviews with the issuer’s shareholders by our lawyers;
5. Records of the lawyer’s interview with some natural person shareholders / partners after the penetration of the issuer’s shareholders; 6. Check the relevant statements, commitments, confirmations and other documents issued by the issuer’s shareholders and natural person shareholders / partners after penetration;
7. Check the payment certificate of capital contribution of natural person shareholders / partners after partial penetration of the issuer;
8. The lawyers of the firm made online inquiries on the issuer’s shareholders on the websites of the national enterprise credit information publicity system, enterprise investigation, China Securities Investment Fund Industry Association and so on.
The lawyer of the firm confirmed after verification:
1. Explain the background and reasons for the multiple capital increases during the reporting period, and the source of funds for obtaining the issuer’s shares through the natural persons indirectly holding the issuer’s shares by these non natural person shareholders
(1) Background and reasons for multiple capital increases during the reporting period
According to the issuer’s industrial and commercial registration data, agreements on capital increase and capital verification reports during the reporting period, the issuer and its predecessor Shipu Co., Ltd. made four capital increases during the reporting period, as follows:
Time of capital increase name of capital increasing party capital increase amount (10000 yuan) capital increase price (yuan / share) investment amount (10000 yuan)
August 2018 Huayang metal 36.50 27.40 1000
November 2018 Zhenjiang fertile soil 46.00 43.03 [Note 1] 1979.41 [Note 2]
May 2019 laterite intelligent 35.51 45.06 1600.00
Time of capital increase name of capital increasing party capital increase amount (10000 yuan) capital increase price (yuan / share) investment amount (10000 yuan)
Guangfa Qianhe 21.75 45.06 980.00
Shenzhen Venture Capital 8.88 45.06 400.00
Zhuhai Qingshi 0.44 45.06 20.00
Zhenjiang fertile soil 147.50 13.55 1998.57
Shanghai Fujing 110.66 13.55 1499.38
Jiangsu Fuquan 103.28 13.55 1399.43
December 2019 Wuhan Yinxin 81.15 13.55 1099.55
Shanghai Zizhu 66.42 13.55 900.00
Shanghai Lixu 44.28 13.55 600.00
Chang Ruifeng Zheng 36.89 13.55 499.79
Note 1: from June 2018 to August 2018, Zhenjiang fertile land was invested in three phases according to the company’s valuation on the corresponding date. The price difference between the three valuations is small, and the price here is the average capital increase price.
Note 2: since the amount included in the registered capital is rounded in the investment process, the actual investment amount is slightly lower than the investment amount of 20 million yuan agreed in the investment agreement.
During the reporting period, the issuer’s business scale expanded rapidly, new laboratories were built and expanded, the required capital investment increased rapidly, and the issuer solved part of the capital gap through equity financing. During the reporting period, the operating income of the issuer was 177713100 yuan, 297958500 yuan and 359899900 yuan respectively, with an increase of 67.66% and 20.79% respectively; The total assets were 245895800 yuan, 492302600 yuan and 597964600 yuan respectively, with an increase of 100.21% and 21.46% respectively. Equity financing is an important way for issuers to increase capital investment and support the rapid expansion of business scale.
(2) The source of funds for obtaining the issuer’s shares through the natural person who indirectly holds the issuer’s shares by such non natural person shareholders
During the reporting period, a total of 12 non natural person shareholders increased their capital to the issuer. Among them, GF Qianhe is a wholly-owned subsidiary of Gf Securities Co.Ltd(000776)
