Guohao law firm (Hangzhou)
about
Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on GEM
of
Supplementary legal opinion (IV)
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.
June, 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 subsidiaries 7 III. question 3 of the audit inquiry letter: about suppliers 19 IV. question 4 of the audit inquiry letter: About subcontracting and business risks 23 v. question 5 of the audit inquiry letter: about related parties 28 Part II signature page thirty-seven
Guohao law firm (Hangzhou)
About Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on the gem
Supplementary legal opinion (IV)
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, Guohao law firm (Hangzhou) issued the supplementary legal opinion (II) 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)), On May 18, 2021, the supplementary legal opinion (III) 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 (III)).
According to the requirements of the third round of examination and inquiry letter on the application documents for the initial public offering and listing on the gem of Shipu Testing Technology (Shanghai) Co., Ltd. (hereinafter referred to as the examination and inquiry letter) issued by Shenzhen Stock Exchange on June 4, 2021 (examination and inquiry letter [2021] No. 010627), 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), supplementary legal opinion (II) and supplementary legal opinion (III), This supplementary legal opinion shall be used together with legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III). In case of any inconsistency between the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) 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 legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) 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) The actual control of Zhenjiang fertile land and Xihui investment is fan Chongdong. Zhenjiang fertile land and Xihui investment jointly hold 10.20% equity of the issuer. In addition, fan Chongdong holds another 0.79% equity of Longzheng environmental protection and serves as a director of the company.
(2) In August 2016, Shipu investment transferred part of its equity of the issuer (capital contribution of RMB 250000) to Xihui investment at the transfer price of RMB 1 / capital contribution, and the share payment has been confirmed.
Please the issuer:
(1) Supplementary disclosure of fan Chongdong’s basic information, and its specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance; Whether there is any affiliated relationship or other interest arrangement with the issuer, actual controller, directors, supervisors and senior managers; The reason and rationality that the price of equity of the issuer transferred by Xihui investment is lower than that of other shareholders in the same period, and this part is recognized as the reason and calculation process of share payment; (2) Special instructions shall be issued in accordance with the relevant provisions of the guidelines for the application of regulatory rules – issuance class No. 2.
The sponsor and the issuer’s lawyers are requested to verify and express clear opinions, conduct comprehensive and in-depth verification of the shareholder information disclosed by the issuer in accordance with the requirements of the regulatory guidelines, earnestly implement the verification work one by one, and submit special verification instructions.
The reply is as follows:
(I) supplementary disclosure of fan Chongdong’s basic information and his specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance; Whether there is any affiliated relationship or other interest arrangement with the issuer, actual controller, directors, supervisors and senior managers; The reason and rationality that the price of equity of the issuer transferred by Xihui investment is lower than that of other shareholders in the same period, and this part is recognized as the reason and calculation process of share payment. In this regard, our lawyers have performed the following verification procedures:
1. Check the copy of fan Chongdong’s ID card and the questionnaire filled in;
2. Consult the questionnaire completed by the directors, supervisors and senior managers of the issuer;
3. Check the resolutions of the shareholders’ meeting, the equity transfer agreement and the payment certificate of equity transfer payment related to the issuer of Xihui investment;
4. The interview transcript of the lawyer of the firm with the general manager and fan Chongdong of the issuer;
5. Our lawyers conduct online verification on the national enterprise credit information publicity system, enterprise inspection, China Securities Investment Fund Industry Association and other websites.
The lawyer of the firm confirmed after verification:
1. Basic information of fan Chongdong
According to the copy of fan Chongdong’s ID card and the questionnaire filled in, the basic information is as follows:
Fan Chongdong, male, born in China in December 1978, has no permanent residence right abroad. His ID number is 320621197812******. He was appointed senior manager of Xiangcai securities limited liability company (formerly known as Xiangcai securities) from June 2004 to March 2007. From April 2007 to August 2012, he served as the director and executive director of Orient Securities Company Limited(600958) Co., Ltd. (former name, hereinafter referred to as ” Orient Securities Company Limited(600958) “), from September 2012 to December 2014, he served as the executive director of Oriental Citigroup Securities Co., Ltd. (former name, hereinafter referred to as “Oriental Citigroup securities”), and from June 2016 to April 2021, he served as the general manager of Jiangsu weili\’an Intelligent Technology Co., Ltd, He has been the executive director of Xihui investment since May 2015, the director of Longzheng environmental protection since November 2016, the appointed representative of the executive partner of Jiangsu fertile land equity investment management partnership (limited partnership) since June 2017, and the vice chairman of Anhui HENGCHUANG Intelligent Equipment Co., Ltd. since August 2020.
2. Fan Chongdong’s specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance
According to the interview with the general manager of the issuer and fan Chongdong by our lawyers, after Xihui invested in the issuer, fan Chongdong played the following specific roles in introducing external investors to the issuer and assisting the issuer in standardizing Corporate Governance:
(1) Successively coordinated and introduced external professional institutional investors such as Shenzhen Venture Capital, laterite intelligence, GF Qianhe and Shanghai Zizhu to the issuer;
(2) Actively participate in the corporate governance of the issuer and assist in improving the level of corporate governance; Provide relevant consulting services at the request of the issuer to help the issuer improve its internal control system and optimize its management process; It has played an important role in standardizing corporate governance and improving management efficiency;
(3) Assist the issuer in formulating relevant development strategic plans, which has played a positive role in the issuer’s future development and the formation of industrial layout.
3. Whether fan Chongdong has any related relationship or other interest arrangement with the issuer, actual controller and directors, supervisors and senior managers
According to the questionnaire completed by the issuer’s directors, supervisors, senior managers and fan Chongdong and the interview with fan Chongdong by our lawyers, fan Chongdong indirectly holds 1.96% of the issuer’s shares through Xihui investment, Zhenjiang fertile soil and Longzheng environmental protection, and the enterprise controlled by fan Chongdong, Zhenjiang fertile soil, holds 20% of the issuer’s main supplier Shanghai jietu. In addition to the above circumstances, fan Chongdong has no other related relationship or interest arrangement with the issuer, actual controller and Dong Jiangao.
4. The reason and rationality that the price of equity of the issuer transferred by Xihui investment is lower than that of other shareholders in the same period, and this part is recognized as the reason and calculation process of share payment
The main reason why the price of equity transferred by Xihui investment to the issuer is lower than that of other shareholders in the same period is that fan Chongdong, its actual controller, is a professional investor. He once worked in Xiangcai securities, Orient Securities Company Limited(600958) , Oriental Citigroup securities and other units, has rich experience in investment banking, is familiar with corporate governance and standardized operation, and has certain private capital and capital resources of private enterprises, It mainly invests in environmental protection industry and high-end manufacturing related enterprises; When Xihui investment took shares, fan Chongdong promised to introduce external investors to the issuer and assist the issuer in standardizing corporate governance. Shipu investment, the controlling shareholder of the issuer, transferred part of its equity to Xihui investment at a price lower than that of other external investors in exchange for services such as assisting the issuer in financing and standardizing corporate governance. According to the interpretation of accounting standards for Business Enterprises No. 4, accounting standards for Business Enterprises No. 11 – share based payment and the application guide, “if the service receiving enterprise has no settlement obligation or grants its own equity instruments to its employees, the share based payment transaction shall be treated as equity settled share based payment”, The issuer shall recognize the share based payment expense based on the difference between the fair value of equity and the actual payment cost, which shall be included in the current management expense and increased capital reserve at one time. The calculation process is as follows:
Item amount remarks
Total equity instruments transferred by real spectrum investment (10000 shares) 25.00 ①
Fair value of equity instruments on the transfer date (yuan / share) 8.00 ②
Cost price of equity transferred by Xihui investment (yuan / share) 1.00 ③
Total amount of equity settled share based payment recognition fee (10000 yuan) 175.00 ④ = ① * (② – ③)
(II) issue special instructions in accordance with the relevant provisions of the guidelines for the application of regulatory rules – issuance class No. 2
In this regard, our lawyers have performed the following verification procedures:
1. Refer to Haitong Securities Company Limited(600837) special instructions on the shareholding of resigned personnel in the CSRC system of Shipu Testing Technology (Shanghai) Co., Ltd.
The lawyer of the firm confirmed after verification:
The recommendation institution of the issuer and the lawyers of the exchange have checked in accordance with the relevant provisions of the guidelines for the application of regulatory rules – issuance class No. 2, Haitong Securities Company Limited(600837) has issued the special statement on the shareholding of the resigned personnel of the Securities Regulatory Commission System of Shipu Testing Technology (Shanghai) Co., Ltd, The lawyers of the firm have issued the special verification opinions of Guohao law firm (Hangzhou) on the shareholding of the resigned personnel of the CSRC system of Shipu Testing Technology (Shanghai) Co., Ltd. in the initial public offering and listing on the gem.
(III) concluding comments
After verification, our lawyers believe that:
1. Fan Chongdong has worked in Xiangcai securities, Orient Securities Company Limited(600958) , Oriental Citigroup securities and other units
