Guangdong Huashang law firm
About Weifeng Electronics (Guangdong) Co., Ltd
IPO and listing on GEM
Legal opinion
Guangdong Huashang law firm
May, 2021
21a-3 / F, 22a, 23a and 24a / F, CTS building, 4011 Shennan Avenue, Futian District, Shenzhen, China
catalogue
catalogue 2 interpretation Section 1 lawyer’s statement 5 Section II text six
1、 Approval and authorization of this offering and listing six
2、 The principal qualification of the issuer eight
3、 The issuer’s substantive conditions for this issuance and listing nine
4、 Establishment of the issuer thirteen
5、 Independence of the issuer thirteen
6、 Sponsors and shareholders (actual controllers) fourteen
7、 The share capital of the issuer and its evolution seventeen
8、 Issuer’s business eighteen
9、 Related party transactions and horizontal competition nineteen
10、 The principal property of the issuer twenty-two
11、 Significant creditor’s rights and debts of the issuer twenty-three
12、 Major asset changes and mergers and acquisitions of the issuer twenty-four
13、 Formulation and amendment of the issuer’s articles of Association twenty-five
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors twenty-five
15、 Directors, supervisors and senior managers of the issuer and their changes twenty-six
16、 Issuer’s tax twenty-six
17、 The issuer’s environmental protection and product quality, technology and other standards twenty-seven
18、 Application of funds raised by the issuer twenty-seven
19、 The issuer’s business development objectives twenty-nine
20、 Litigation, arbitration or administrative punishment twenty-nine
21、 Evaluation of the legal risk of the issuer’s prospectus Section III General concluding comments on this offering and listing thirty-one
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Guangdong Huashang law firm
The company / issuer / refers to Weifeng Electronics (Guangdong) Co., Ltd. this issuance and listing of Weifeng electronics refers to the company’s initial public offering of shares and listing on the gem
Weifeng Co., Ltd. refers to Dongguan Weifeng Hardware Electronics Co., Ltd., which is the predecessor of Weifeng electronics
Kunshan Weikang refers to Kunshan Weikang Electronics Co., Ltd., a wholly-owned subsidiary of the company
Hong Kong Weifeng refers to wcon Hardware Electronics Limited, a wholly-owned subsidiary of the company
Europe Weifeng refers to wcon electronics Europe SRL, a subsidiary of Hong Kong Weifeng holdings
Kangnaite refers to Kangnaite (Shenzhen) industrial investment partnership (limited partnership), the shareholder of the company
Guanjin industrial investment refers to Dongguan guanjin industrial investment partnership (limited partnership), the shareholder of the company
Fumin venture capital refers to Dongguan Humen Fumin Technology Venture Capital Co., Ltd., the shareholder of the company
Decai Yufeng refers to Dongguan Decai Yufeng equity investment center (limited partnership), the shareholder of the company
Qushuizetong refers to qushuizetong enterprise management partnership (limited partnership) and the shareholder of the company
Fengzhengtang refers to Dongguan fengzhengtang plastic products Co., Ltd., a related party of the company
The general meeting of shareholders refers to the general meeting of shareholders of Weifeng Electronics (Guangdong) Co., Ltd
Board of directors refers to the board of directors of Weifeng Electronics (Guangdong) Co., Ltd
Board of supervisors refers to the board of supervisors of Weifeng Electronics (Guangdong) Co., Ltd
Sponsor / main contractor refers to Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. / Shenwan Hongyuan Group Co.Ltd(000166)
Dahua means Dahua Certified Public Accountants (special general partnership)
The reporting period / recent three years refer to 2018, 2019 and 2020
Prospectus refers to the prospectus of Weifeng Electronics (Guangdong) Co., Ltd. for initial public offering and listing on the gem (application draft)
This legal opinion refers to the legal opinion of Guangdong Huashang law firm on the initial public offering and listing on the gem of Weifeng Electronics (Guangdong) Co., Ltd
Lawyer work report refers to the lawyer work report of Guangdong Huashang law firm on the initial public offering of shares and listing on the gem of Weifeng Electronics (Guangdong) Co., Ltd
Audit report refers to the audit report dhsz [2021] 001348 issued by Dahua Certified Public Accountants (special general partnership) for the issuer
Internal control assurance refers to Dahua assurance report [2021] 001227 internal control assurance report issued by Dahua Certified Public Accountants (special general partnership) for the issuer
The Dahua certification report issued by Dahua Certified Public Accountants (special general partnership) for the issuer refers to the verification report on the description of tax payment of major taxes (H.E. [2021] 001229)
Non recurring loss refers to dahuayi assurance report issued by Dahua Certified Public Accountants (special general partnership) for the issuer (h.z. [2021] 001228 non recurring profit and loss assurance report)
Sponsor agreement refers to the sponsor agreement on the overall change of Dongguan Weifeng Hardware Electronics Co., Ltd. into Weifeng Electronics (Guangdong) Co., Ltd
The articles of association refers to the articles of association of Weifeng Electronics (Guangdong) Co., Ltd. and the articles of Association (draft refers to the articles of Association (Draft) of Weifeng Electronics (Guangdong) Co., Ltd. effective after listing)
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The registration administration office refers to the law on the measures for the administration of the registration of initial public offering of shares on the gem (for Trial Implementation), and the Listing Rules refer to the Listing Rules of shares on the gem of Shenzhen Stock Exchange
The Compilation Rules refers to the legal opinions and lawyers’ work report on securities issuance in the Compilation Rules for information disclosure of public securities companies No. 12 – public No. 12
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Intellectual Property Office refers to the State Intellectual Property Office
Dongguan Municipal Administration of industry and commerce refers to Dongguan Municipal Administration of industry and Commerce
RMB / 10000 refers to RMB / 10000
Guangdong Huashang law firm
About Weifeng Electronics (Guangdong) Co., Ltd
IPO and listing on GEM
Legal opinion
To: Weifeng Electronics (Guangdong) Co., Ltd
Entrusted by Weifeng Electronics (Guangdong) Co., Ltd., Guangdong Huashang law firm serves as the special legal adviser for the issuer’s initial public offering of RMB common shares and listing.
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission, and in accordance with the requirements of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance issued by the CSRC, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on matters related to the issuer’s issuance and listing. Section 1 lawyer’s statement
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The lawyers of the firm promise that they have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and the application documents for this issuance and listing, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion and lawyer’s work report.
3. Our lawyers promise to allow the issuer to quote some or all of the contents of this legal opinion or lawyer’s work report in the prospectus or in accordance with the review requirements of the CSRC, but when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. At the same time, our lawyers promise to review and confirm the contents of the relevant prospectus again.
4. Our lawyer agrees to take this legal opinion and lawyer’s work report as the necessary legal documents for the issuer to apply for this issuance and listing, and report them together with other application materials, and is willing to bear corresponding legal liabilities.
5. The issuer promises to our lawyers that it has fully provided our lawyers with the original, true and complete written materials, copies, copies or oral testimony necessary for issuing this legal opinion, and that the copies of all documents provided to our lawyers are consistent with the original, and the signatures and seals on all documents are true, And all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
6. This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose, or quoted and relied on by any other person without the written consent of the lawyer of the exchange.
Section II main body
1、 Approval and authorization of this issuance and listing
After the lawyer of the exchange has verified the meeting notice, agenda, proposal, vote, resolution, record and other meeting documents of the issuer’s board of directors and shareholders’ meeting on this issuance and listing, the approval and authorization obtained by the issuer for this issuance and listing are as follows:
(I) the resolution of the board of directors of the Issuer on this issuance and listing
The issuer held the eighth meeting of the first board of directors on February 20, 2021. Five directors of the issuer attended the meeting, and supervisors and senior managers of the issuer attended the meeting as nonvoting delegates. The meeting made resolutions on the specific plan for the issuance and listing, the investment projects of raised funds and other matters that must be clarified according to law, and decided to submit it to the 2020 annual general meeting of shareholders for deliberation.
(II) resolutions of the general meeting of shareholders of the Issuer on this issuance and listing
On March 13, 2021, the issuer held the 2020 annual general meeting of shareholders, which deliberated and approved the relevant proposals submitted by the board of directors of the Issuer on the issuance and listing on the gem by item voting:
(1) Proposal on the company’s initial public offering and listing on the gem;
(2) Proposal on the project and feasibility of the company’s initial public offering of shares and listing on the gem to raise funds for investment;
(3) Proposal on the distribution of accumulated profits before the company’s initial public offering;
(4) Plan on measures to stabilize the stock price within three years after the company’s initial public offering and listing; (5) Proposal on the planning of shareholders’ dividend return in the next three years after the company’s listing;
(6) Proposal on matters related to diluted immediate return and filling measures of the company’s initial public offering of shares;
(7) Proposal on the issuance of relevant commitments and corresponding restrictive measures by the company on the initial public offering and listing on the gem;
(8) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s application for initial public offering and listing on the gem;
(9) Proposal on formulating the articles of Association (Draft) of Weifeng Electronics (Guangdong) Co., Ltd. applicable to the company after listing.
(III) after verification, our lawyers believe that the above-mentioned resolutions of the general meeting of shareholders on the issuance and listing on the gem of the issuer include the types and quantity of shares issued this time, the object of issuance, the method of issuance, the pricing method, the purpose of raised funds, the distribution plan of accumulated profits before issuance, the validity period of the resolutions, the authorization of the board of directors to handle the issuance and other matters that must be included in the registration management measures.
(IV) after checking the meeting notice, meeting agenda, voting votes, meeting minutes, resolutions and other relevant documents of the issuer’s 2020 annual general meeting, our lawyers believe that the convening procedure of the issuer’s general meeting is legal, and the contents of the resolution comply with the company law, securities law, registration management measures and other laws, regulations, normative documents, as well as the relevant provisions of the issuer’s current articles of association, which are legal and effective.
(IV) the year 2020 of the issuer has been verified by the lawyers of the exchange
