Guohao law firm (Hangzhou)
about
Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on GEM
of
Supplementary legal opinion (V)
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.
July, 2001
catalogue
The first part is the text 4 I. question 1 of the opinion implementation letter of the Audit Center: about shareholders 4 II. Question 2 of the opinion implementation letter of the Audit Center: about core competitiveness 18 Part II signature page thirty-three
Guohao law firm (Hangzhou)
About Shipu Testing Technology (Shanghai) Co., Ltd
Initial public offering and listing on the gem
Supplementary legal opinion (V)
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, Guohao law firm (Hangzhou) issued the supplementary legal opinion (III) 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)), On June 14, 2021, the supplementary legal opinion (IV) 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 (IV)).
According to the requirements of Audit Center opinion implementation letter on the application of Shipu Testing Technology (Shanghai) Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as audit center opinion implementation letter) issued by Shenzhen Stock Exchange on July 9, 2021 (audit letter [2021] 010805), Our lawyers have further verified the relevant matters involved in the opinion implementation letter of the audit center, 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), supplementary legal opinion (III) and supplementary legal opinion (IV), This supplementary legal opinion shall be used together with legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and supplementary legal opinion (IV). In case of any inconsistency between the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) 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), supplementary legal opinion (III) and supplementary legal opinion (IV) are applicable to this supplementary legal opinion.
The first part is the main body
1、 Question 1 of the opinion implementation letter of the Audit Center: about shareholders
The reply to the audit inquiry shows:
(1) Fan Chongdong is the actual controller of Zhenjiang fertile soil, the shareholder of the issuer, and Zhenjiang fertile soil holds 8.78% of the shares of the issuer; It is the actual controller of Xihui investment, the shareholder of the issuer, which holds 1.42% of the shares of the issuer. (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 recognized the difference between the transaction price and the fair price as share based payment.
(3) The issuer's shareholder Zhenjiang fertile soil holds 20% of the shares of Shanghai jietu Environmental Protection Technology Co., Ltd. (hereinafter referred to as Shanghai jietu).
Please the issuer:
(1) Supplement the basic information of fan Chongdong, its specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance, and whether there is any affiliated relationship or other interest arrangements with the issuer, actual controllers, directors, supervisors and senior executives; Whether there is any abnormality in the equity of the issuer transferred by Xihui investment, and the background and reason why the transfer price is lower than that of other shareholders in the same period, the difference shall be recognized as the rationality of share payment; In addition to the disclosed information, whether the enterprise controlled or invested by fan Chongdong has transactions or business dealings with the issuer and other related parties; If yes, specify the details;
(2) In combination with the shareholding, investment, employment and other information of shareholders such as fan Chongdong and Zhenjiang fertile land, the reason and rationality of listing the transaction between the issuer and Shanghai jierang and its related parties as related party transactions are supplemented.
The sponsor and the issuer's lawyer shall check and express clear opinions.
The reply is as follows:
(I) supplement the basic information of fan Chongdong, its specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance, and whether there is any affiliated relationship or other benefit arrangement with the issuer, actual controllers, directors, supervisors and senior executives; Whether there is any abnormality in the equity of the issuer transferred by Xihui investment, and the background and reason why the transfer price is lower than that of other shareholders in the same period, the difference shall be recognized as the rationality of share payment; In addition to the disclosed information, whether the enterprise controlled or invested by fan Chongdong has transactions or business dealings with the issuer and other related parties; If yes, specify the details
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. Check the minutes of fan Chongdong's participation in the issuer's meeting;
5. Check the purchase and sales accounts of the issuer during the reporting period;
6. The interview transcript of the lawyer of the firm with the general manager and fan Chongdong of the issuer;
7. The network verification results conducted by our lawyers on the national enterprise credit information publicity system, enterprise inspection and other websites.
The lawyer of the firm confirmed after verification:
1. Supplement the basic information of fan Chongdong, its specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance, and whether there is any affiliated relationship or other interest arrangements with the issuer, actual controllers, directors, supervisors and senior executives
(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 has served as the executive director of Xihui investment since May 2015, From June 2016 to April 2021, he served as the general manager of Jiangsu weili\'an Intelligent Technology Co., Ltd., the director of Longzheng environmental protection since November 2016, and the appointed representative of the executive partner of Jiangsu fertile land equity investment management partnership (limited partnership) since June 2017.
During his tenure at Xiangcai securities, Orient Securities Company Limited(600958) and Dongfang Citigroup securities, fan Chongdong mainly engaged in investment banking business and contacted more intelligent manufacturing and environmental protection enterprises such as sensors and industry Siasun Robot&Automation Co.Ltd(300024) ; After leaving Citigroup securities in 2014, he mainly engaged in private equity investment. As a professional investor with rich experience in investment banking, he integrated consulting and equity investment, made use of his professional advantages to create service value for enterprise standard diagnosis and improvement, and introduced external investors while investing in the enterprise.
(2) Fan Chongdong's specific role in introducing external investors to the issuer and assisting the issuer in standardizing corporate governance
Fan Chongdong has been in contact with the issuer since 2014. Because he is optimistic about the industrial background and comprehensive ability of the issuer's management to cultivate soil testing, he has reached a cooperation intention with the issuer: he makes use of his own professional experience and the resource advantages of docking with the capital market to help the issuer carry out standardized development with the help of external capital and assist the enterprise to apply for public listing at an appropriate time. At the beginning of the cooperation, the business scale of the issuer was still small, and the issuer needed to rely on external forces to promote development in many aspects such as financing and standardized operation and development. Therefore, the company controlled by fan Chongdong invested in it at a preferential price.
① Introducing external investors and solving the issuer's financing needs
In 2016, introduced by fan Chongdong, Longzheng environmental protection and Ningqian investment invested 5 million yuan to the issuer at the price of 8 yuan / share respectively; Huayang metal provided the issuer with a loan of 10 million yuan and agreed on the terms of future debt to equity swap to provide financial support for the issuer's early business development.
With the introduction of the action plan for the prevention and control of soil pollution and the law of the people's Republic of China on the prevention and control of soil pollution, the prosperity and market business volume of China's soil testing industry have increased significantly; During the critical period when major enterprises in the industry continued to increase investment and expand business outlets, fan Chongdong helped the issuer screen high-quality external investors, recommend the issuer to external investors, and successively helped the issuer introduce external investors such as Zhenjiang fertile land, Shenzhen Venture Capital, laterite intelligence, GF Qianhe, so as to continuously give play to the first mover advantage Continuously seizing market share has played a positive role.
In the process of introducing external investors, fan Chongdong's specific work includes: guiding enterprises to form systematic business plans, fund uses and business plans; Contact and negotiate with external investment institutions to determine investment institutions with investment intention and conduct preliminary selection; Guide enterprises to prepare relevant documents for investors' due diligence and business investigation; Guide enterprises and investment institutions to negotiate investment prices and other core transaction elements.
② Assist the issuer in standardizing corporate governance
The founding team of the issuer is from testing business, testing technology and other professional backgrounds, and is familiar with the technical R & D, capacity-building, process management, market development and other business operations of the testing institution, but lacks experience in high-standard corporate governance and standardized management.
Since 2015, fan Chongdong, as a consultant, has attended the issuer's management meetings for many times to provide consulting services for the issuer's corporate governance and standardized operation. Fan Chongdong used his rich investment banking experience to assist the issuer in systematically standardizing corporate governance, including but not limited to assisting the issuer in formulating and implementing the listing work plan, helping to improve the financial management system and internal control process, assisting in setting up the equity incentive plan, improving the implementation of the three meeting system, and fulfilling the employees' social security, provident fund payment obligations and other compliance issues.
(3) Does fan Chongdong have any affiliated relationship or other interest arrangements with the issuer, actual controller, directors, supervisors and senior executives
Fan Chongdong indirectly holds 1.96% of the shares of the issuer through Xihui investment, Zhenjiang fertile soil and Longzheng environmental protection, and its controlled enterprise Zhenjiang fertile soil holds 20% of the shares of Shanghai jietu, the issuer's main supplier. In addition to the above, he held a small number of shares of Longzheng environmental protection, the shareholder of the issuer, before investing in the issuer
