Beijing Huazhou law firm
About Guangzhou Wahlap Technology Corporation Limited(301011)
Applying for issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
To: Guangzhou Wahlap Technology Corporation Limited(301011)
Beijing Huazhou law firm (hereinafter referred to as the firm) has accepted the entrustment of Guangzhou Wahlap Technology Corporation Limited(301011) (hereinafter referred to as the issuer or the company) on the issue, The legal opinion of Beijing Huazhou law firm on Guangzhou Wahlap Technology Corporation Limited(301011) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the legal opinion) and the lawyer work report of Beijing Huazhou law firm on Guangzhou Wahlap Technology Corporation Limited(301011) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the lawyer work report) have been issued.
Whereas the Shenzhen Stock Exchange has issued the inquiry letter on the examination of Guangzhou Wahlap Technology Corporation Limited(301011) application for issuing convertible corporate bonds to unspecified objects (audit letter [2022] No. 020064) (hereinafter referred to as the inquiry letter) on March 31, 2022, and the issuer announced the annual report of Guangzhou Wahlap Technology Corporation Limited(301011) 2021 (hereinafter referred to as the annual report of 2021) on March 31, 2022 The annual audit report of Guangzhou Wahlap Technology Corporation Limited(301011) 2021 (hereinafter referred to as the annual audit report of 2021) (snsz [2022] No. 21006410049) and the internal control assurance report of Guangzhou Wahlap Technology Corporation Limited(301011) internal control (hereinafter referred to as the internal control assurance report at the end of 2021) (snzz [2022] No. 21006410079) are updated to 2019, 2020 and 2021 accordingly, At the same time, the issuer's prospectus and other relevant application documents have also been partially modified and changed. The exchange hereby issues this supplementary legal opinion (hereinafter referred to as the supplementary legal opinion) on the relevant legal matters involved in the modification and change of the issuer's prospectus and other relevant application documents.
This supplementary legal opinion is a supplement and amendment to the legal opinion and forms an integral part of the legal opinion. The premises and assumptions of the legal opinion issued by the exchange in the legal opinion are also applicable to this supplementary legal opinion.
Unless the context otherwise requires, the abbreviation used in this supplementary legal opinion has the same meaning as that used in the legal opinion and lawyer work report.
This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this supplementary legal opinion as a necessary legal document for the issuer to apply for this issuance, report it together with other materials, and bear corresponding legal liabilities. The exchange agrees that the issuer may quote the relevant contents of this supplementary legal opinion in the relevant documents prepared for this issuance or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation. We have the right to review and confirm the contents of the above relevant documents again.
In accordance with the requirements of relevant Chinese laws, administrative regulations and relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, this supplementary legal opinion is hereby issued as follows:
catalogue
Part I reply to inquiry letter 4 feedback question 1 4 feedback questions 2 28 feedback question 3 31 Part II changes in relevant circumstances of the issuer 40 I. approval and authorization of this offering 40 II. The issuer's subject qualification for this offering 41 III. substantive conditions of this offering 41 IV. independence of the issuer 46 v. changes of major shareholders of the issuer 47 VI. share capital and evolution of the issuer 48 VII. Business of the issuer 48 VIII. Related parties and related transactions 50 IX. changes in the issuer's main property 51 X. major creditor's rights and debts of the issuer 54 Xi. Major asset changes and mergers and acquisitions of the issuer 55 XII. Articles of association of the issuer, rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors and standardized operation 56 XIII. Directors, supervisors and senior managers of the issuer and their changes XIV. Tax of the issuer 57 57 XV. Environmental protection, product quality and technical standards of the issuer 58 XVI. Labor and social security of the issuer 60 XVII. Application of raised funds 62 XVIII. Business development objectives of the issuer 63 XIX. Litigation, arbitration or administrative punishment 63 XX. Conclusion sixty-five
Part I reply to inquiry letter
Feedback question 1: according to the application materials, the main source of the company's performance is the design, R & D, production, sales and operation of game and entertainment equipment. The company's main promotion modes include Huali E-sports events. By the end of the reporting period, the issuer had 139 software copyrights, many of which were game software; The issuer's participating companies include Shenzhen Qianhai Zhihua Big Data Service Co., Ltd
The issuer is requested to add: (1) in combination with the business scope of the issuer, its subsidiaries and joint-stock companies during the reporting period, explain whether the issuer, its subsidiaries, joint-stock companies and this raised investment project have participated in or operated the game business. If so, explain whether they have obtained the relevant qualification of the game business, whether each game operated during the reporting period has fulfilled the necessary approval or filing procedures, and whether there are violations of laws and regulations, Whether it complies with the national industrial policies and relevant regulations of the competent department of the industry; (2) The issuer has obtained the software copyright or the development progress or online arrangement of the game under research, whether there is a fund investment plan in the future, and whether there is an arrangement for the raised funds to be invested in the game development; (3) Whether the issuer, its holding subsidiaries and joint-stock companies provide customers with relevant services for personal information storage and operation, whether there is any situation of collecting and storing personal information, mining relevant information and providing value-added services, whether there is any situation of making profits from the collected and stored personal information, whether they have obtained corresponding qualifications and provided services, and whether they have been punished or inspected by the regulatory authorities.
The sponsor and the issuer's lawyers are requested to check and express clear opinions. 1、 The issuer and its subsidiaries, joint-stock companies and the game business related to the raised investment project (I) whether the issuer and its subsidiaries participate in or operate the game business
1. The issuer and its holding subsidiaries are engaged in game entertainment equipment business and its main business model
The issuer and its holding subsidiaries are engaged in the design, R & D, production, sales and operation of game entertainment equipment. Among them, the operation of game entertainment equipment is divided into two business modes: cooperative operation of game entertainment equipment and self operated amusement park. The details are as follows:
Main business models of business segments and business entities
Main business models of business segments and business entities
Sales of amusement game equipment: integrating amusement game equipment
The design of amusement game equipment is directly sold to downstream amusement parks and theme parks, and the issuer is responsible for the design, research, development, production and enterprise of amusement game equipment, so as to obtain equipment sales revenue.
Development, production and sales, animation derivatives procurement and sales, animation IP derivatives: operate business through investment and sales to amusement park stores and equipment cooperation. Release animation and cartoon equipment and continue to sell animation and cartoon products. Huali development, a wholly-owned subsidiary of IP Yan, is responsible for obtaining income from game entertainment products. Sales of equipment in China; Huali software is responsible for signing agreements with downstream amusement park operators to upgrade software related to operation business; For the cooperative operation of Cehui's equipment, the company will place its own game and entertainment equipment in the amusement place limited to the operation of overseas market sales and overseas purchasing customers, and the company will operate from the equipment.
Income from share collection from operating income
Guangzhou Keyun, a wholly-owned subsidiary, is responsible for the investment, operation and management of the company's amusement park business;
Aoxiangyou company, a wholly-owned subsidiary of Guangzhou Keyun, directly operates amusement park, Zhixiang joy, Hengxiang amusement park and tengxiangyou self operated amusement park in the commercial complex. The products operated by the amusement park are game entertainment, Huixiang amusement, Yuexiang joy, weixiangyou equipment and sports amusement projects. Art, Guanxiang amusement, Yifa joy, Jixiang joy, Fuxiang amusement, Yuexiang amusement, Yuexiang amusement, Xingxiang amusement and Huaxiang amusement are engaged in the operation and management of amusement park stores.
2. The businesses related to game and entertainment equipment engaged by the issuer and its subsidiaries are significantly different from online games
Mobile game business
The main business of the issuer and its subsidiaries is significantly different from that through the Internet, mobile communication network and other information
Online interactive use or public download of game products and services, with significant differences between the two, such as
Below: applicable laws for products
Type specifications, specifications or relevant regulations of the bank, industry classification of the company's products and industry standards
Game entertainment equipment refers to the special electronic equipment that provides content or services in the game entertainment according to the products of China Securities Regulatory Corporation Mechanical operation meeting "listed companies carry entertainment game equipment. Industry classification refers to the types of special game entertainment equipment for content and process, which are divided into electronic game guide" (2012 mechanical operation equipment, drama equipment (machine) and entertainment equipment). Revised), the company's provision of physical video game equipment (consoles) for consumers refers to the simulation through the industry of audio and video Leisure transportation's "game entertainment frequency setting system and content integration method" mainly provides entertainment and entertainment equipment content services of game beauty, sports and categories for entertainment venues or other business places in the "C24 measures for the administration of entertainment and entertainment equipment such as culture, education, sports and parent-child entertainment". Entertainment and entertainment equipment refers to the manufacturing of entertainment products except electricity.
Other game industries other than sub game devices (consoles) ".
Entertainment equipment. According to the "national economy company's products placed in recreational game equipment" refers to the provision of game content and game process to specific physical field consumers through special equipment (repaired in 2019, requiring users to directly order electronic and mechanical devices). The mechanical equipment contacted by the company, Game entertainment machines Part 1: General requirements the industry of the game entertainment department is "C24 and cooperate with the product specification of mechanical equipment", which refers to the game content provided through special equipment to enable consumers to perceive and interact with the simulated body functions of culture, education, industry and beauty, and make corresponding forms for sports and entertainment
Laws applicable to products
Type specifications, specifications or relevant regulations of the bank, industry classification of the company's products and industry standards
In order to realize the "electronic and mechanical products manufacturing industry" of entertainment function, it can be completed
