Anhui Tianhe law firm
About Shenzhen Stock Exchange
About Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Inquiry letter of 2021 Annual Report
of
Special verification opinions
Address: 15-16 floors, East Building, block B, Fortune Plaza, No. 278 Suixi Road, Hefei, China
Tel: (0551) 62642792 Fax: (0551) 62620450
Anhui Tianhe law firm
About Shenzhen Stock Exchange
About Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Inquiry letter of 2021 Annual Report
of
Special verification opinions
Tlyz [2022] No. 00826 to: Shenzhen Guohua Network Security Technology Co.Ltd(000004)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) and other relevant laws, regulations and normative documents, as well as the relevant provisions of Shenzhen Stock Exchange on information disclosure of listed companies, Anhui Tianhe law firm accepts the entrustment of Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as Shenzhen Guohua Network Security Technology Co.Ltd(000004) , “listed company” or “company”) as the special legal adviser of Shenzhen Guohua Network Security Technology Co.Ltd(000004) , according to the inquiry letter on the annual report of Shenzhen Guohua Network Security Technology Co.Ltd(000004) 2021 issued by Shenzhen Stock Exchange on May 5, 2022 (annual report inquiry letter of the company Department [2022] No. 180, hereinafter referred to as the inquiry letter), This special verification opinion is issued on relevant inquiry matters related to Shenzhen Guohua Network Security Technology Co.Ltd(000004) litigation matters.
In order to issue this special verification opinion, our lawyer hereby makes the following statement:
1. The lawyers of the firm give their verification opinions based on the facts that have occurred or exist before the date of issuance of the special verification opinions, the current laws, regulations and normative documents of China and the relevant provisions of the CSRC, and these opinions are based on the lawyers’ understanding of the relevant facts and the relevant laws.
2. Our lawyers have reviewed and judged all documents related to the issuance of this special verification opinion, verified and verified the relevant facts, and ensured that there are no false records, misleading statements and major omissions in this special verification opinion.
3. This special verification opinion is only used by the company for the purpose of information disclosure according to the requirements of Shenzhen Stock Exchange, and shall not be used for any other purpose.
In accordance with the requirements of article 173 of the securities law, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of verifying and verifying the relevant documents and facts provided by the company, the lawyers of the firm hereby issue special verification opinions as follows:
[inquiry letter 4] the annual report shows that during the reporting period, the amount involved in other litigation matters of the company that did not meet the disclosure standards of major litigation was 317851 million yuan, and some undecided litigation amounts formed estimated liabilities; At the end of the reporting period, the company’s estimated balance of liabilities was 2.2437 million yuan.
Please supplement your company: (1) explain the specific circumstances of the above litigation matters one by one, the basis for failing to meet the disclosure standards, and whether the relevant information disclosure complies with the relevant provisions on major litigation and arbitration in the stock listing rules of the exchange; (2) Explain whether sufficient estimated liabilities have been accrued in combination with the specific conditions of litigation matters.
Ask a lawyer to check the above matters and give clear opinions. Ask the accountant to check item (2) and give clear opinions.
1、 Verification method and content
1. Examine the annual report of Shenzhen Guohua Network Security Technology Co.Ltd(000004) 2017, 2018, 2019, 2020 and 2021;
2. Examine the relevant litigation materials of Shenzhen Guohua Network Security Technology Co.Ltd(000004) Securities Misrepresentation series cases, including civil indictment, summons, civil judgment, civil mediation, lawyer’s confirmation letter and other documents;
3. Check the relevant litigation materials of Liao Moumou’s lawsuit against Zhiyou Wangan and Shenzhen Guohua Network Security Technology Co.Ltd(000004) tort liability dispute cases, including civil indictment, summons, petition of appeal, civil ruling and other documents;
4. Check the litigation (Arbitration) materials related to the labor dispute case of Hu Moumou v. Zhiyou Wangan, including arbitration notice, arbitration award, civil complaint, civil ruling and other documents;
5. Log in to cninfo.com and check Shenzhen Guohua Network Security Technology Co.Ltd(000004) the information disclosure announcement documents on administrative punishment and litigation (Arbitration) matters.
2、 Verification results
(I) explain the specific conditions of the above litigation matters item by item and the basis for failing to meet the disclosure standards, and the relevant
Whether the information disclosure complies with the relevant provisions on major litigation and arbitration in the stock listing rules of the exchange;
1. Shenzhen Guohua Network Security Technology Co.Ltd(000004) litigation (Arbitration) details
According to Shenzhen Guohua Network Security Technology Co.Ltd(000004) “2021 annual report” and relevant materials of litigation (Arbitration) cases provided,
Shenzhen Guohua Network Security Technology Co.Ltd(000004) the total amount involved in other litigation (Arbitration) matters that fail to meet the disclosure standards of major litigation
317851 million yuan. The details of these cases are as follows:
Unit: 10000 yuan
Litigation (Arbitration) litigation (Arbitration of the latest period of the latest period of the latest period of the latest period of the arbitration has been adjudicated by the accumulated litigation amount of twelve consecutive periods) materials have been audited by the audit finance, and the net litigation amount of the parent company has been returned. The proportion of the monthly accumulated amount to the net amount has exceeded 10%
The first batch of securities in January 2019 and 20171293892 46.16 46.16 0.36% no
Monthly financial report of misrepresentation cases
The second batch of securities in August 2019 and 20181092358 375.28 421.44 3.86% no
Monthly financial report of misrepresentation cases
The third batch of securities in June 2020 and 201913897779 3.69 378.98 0.27% no
Monthly financial report of misrepresentation cases
Liao Moumou’s tort liability in 2020201913897779208205208575 1.50% no
December financial report of any dispute case
The fourth batch of securities in 2021 and 202014568037 623.57270562 1.86% no
Financial report of August and September in case of false statement
Hu Moumou’s labor dispute 14568037 47.75275338 1.89% in September 2021 and 2020 no
Discussion on monthly financial report of dispute cases
Note: the litigation matters within 12 months before the first batch of Securities Misrepresentation cases have been disclosed in accordance with article 11.1.1, so
Not included in the cumulative.
(1) Series of cases of Securities Misrepresentation
In June 2017, Shenzhen Guohua Network Security Technology Co.Ltd(000004) was investigated by China Securities Regulatory Commission on suspicion of illegal information disclosure.
In August 2018, Shenzhen Guohua Network Security Technology Co.Ltd(000004) received the decision on administrative punishment from the CSRC. Subsequently, part of the investment
The applicant filed a lawsuit against Shenzhen Guohua Network Security Technology Co.Ltd(000004) on the ground of false statement of securities, demanding compensation for its investment losses.
In January 2019, Shenzhen Guohua Network Security Technology Co.Ltd(000004) received the first batch of two securities delivered by Shenzhen intermediate people’s court
The litigation documents related to the misrepresentation case involve two plaintiffs, with a total litigation amount of 461585 yuan; two thousand and nineteen
August 2013, Shenzhen Guohua Network Security Technology Co.Ltd(000004) received litigation materials related to 27 cases in the second batch, involving 27 plaintiffs, with a total litigation amount of 375283324 yuan; In June 2020, Shenzhen Guohua Network Security Technology Co.Ltd(000004) received litigation materials related to two cases in the third batch, involving two plaintiffs, with a total litigation amount of 3694044 yuan. A total of 31 cases in the above three batches involved 31 plaintiffs, with a total amount of 425135868 yuan. Judgments were successively made in November, December and March 2021, Shenzhen Guohua Network Security Technology Co.Ltd(000004) was awarded a total amount of 130523055 yuan of compensation and 2286968 yuan of case acceptance fee. After the judgment of the first instance, Shenzhen Guohua Network Security Technology Co.Ltd(000004) appealed the above case to the higher people’s Court of Guangdong Province, and the judgment of the second instance upheld the original judgment of the first instance. As of the date of issuance of this verification opinion, the compensation for the above first and second batches of cases is still in the process of payment, some cases have been paid, and the compensation for the third batch of cases has been paid.
In August and September 2021, Shenzhen Guohua Network Security Technology Co.Ltd(000004) received litigation materials related to 34 cases in the fourth batch, involving 34 plaintiffs, with a total litigation amount of 623567589 yuan. As of the date of issuance of this verification opinion, the above-mentioned cases are still in the process of mediation.
(2) Liao Moumou v. Zhiyou Wangan and Shenzhen Guohua Network Security Technology Co.Ltd(000004) tort liability dispute
In December 2020, Shenzhen Guohua Network Security Technology Co.Ltd(000004) received litigation materials related to a tort liability dispute case served by the people’s Court of Nanshan District, Shenzhen City, Guangdong Province. The natural person Liao filed a tort liability dispute lawsuit against Shenzhen Guohua Network Security Technology Co.Ltd(000004) wholly-owned subsidiary Beijing Zhiyou Wangan Technology Co., Ltd. (hereinafter referred to as “Zhiyou Wangan”) (defendant 1), Zhengzhou Zhonghe Wangan Information Technology Co., Ltd. (defendant 2) and the company (defendant 3), Cause of action: zhiyou.com and Liao Moumou once reached an equity incentive agreement, and Liao Moumou was granted incentive equity options with a number of shares worth 3 million yuan under the valuation of 250 million yuan of zhiyou.com. During the Shenzhen Guohua Network Security Technology Co.Ltd(000004) merger and acquisition of zhiyou.com.an in 2019, it failed to properly dispose of Liao’s equity incentive and fulfill its commitment to Liao’s equity incentive. Therefore, Mr. Liao filed a lawsuit with the people’s Court of Nanshan District, Shenzhen, requesting an order: ① zhiyou.com compensate the market value of its corresponding Shenzhen Guohua Network Security Technology Co.Ltd(000004) 732602 shares (the market value is 2082054884 yuan calculated according to the closing price of the previous opening day on the date of prosecution); ② Order Zhengzhou Zhonghe Wangan Information Technology Co., Ltd. Shenzhen Guohua Network Security Technology Co.Ltd(000004) to be jointly and severally liable for the first claim; ③ Order zhiyou.com to bear the litigation costs of this case. In March 2021, the people’s Court of Nanshan District, Shenzhen City, Guangdong Province issued the civil ruling (2020) Yue 0305 min Chu No. 29000. According to the civil ruling, the court held that whether the equity option should be granted should be handled by applying the pre labor arbitration procedure first, and should not directly sue the people’s court for tort liability disputes. Therefore, the court rejected the plaintiff Liao’s lawsuit for tort liability disputes.
In April 2021, Mr. Liao appealed to Shenzhen intermediate people’s Court of Guangdong Province, requesting: ① the court of second instance revoked the civil ruling (2020) Yue 0305 min Chu No. 29000 made by the court of first instance according to law; ② The court of second instance instructed the court of first instance to hear the case according to law; ③ The litigation costs shall be borne by the appellee. In June 2021, Mr. Liao filed an application to withdraw the prosecution, and the intermediate people’s Court of Shenzhen, Guangdong Province issued the civil ruling (2021) Yue 03 min Zhong No. 17866, allowing Mr. Liao to withdraw the prosecution.
(3) Hu Moumou v. Zhiyou Wangan labor dispute case
In September 2021, zhiyou.com, a wholly-owned subsidiary of Shenzhen Guohua Network Security Technology Co.Ltd(000004) million, received the arbitration materials related to a labor dispute case sent by the three party joint mediation center of labor and personnel disputes in Guangzhou. Hu, a former employee of zhiyou.com, filed a labor dispute arbitration against zhiyou.com, requesting that zhiyou.com pay the wage difference, compensation for illegal termination of labor relations, sales commission, business fee and non competition compensation totaling 477546 yuan, And issue a resignation certificate.
In November 2021, Guangzhou Labor and personnel dispute arbitration commission issued the arbitration award of Sui Lao Ren Zhong case [2021] No. 8297, ordered zhiyou.com to pay the difference between wages and compensation for illegal termination of labor relations of 709211 yuan, issued a resignation certificate and rejected other arbitration requests.
Since then, Hu filed a lawsuit with the people’s Court of Tianhe District, Guangzhou City, Guangdong Province. In January 2022, Mr. Hu issued an application for withdrawal of the lawsuit, and the people’s Court of Tianhe District, Guangzhou City, Guangdong Province made (2022) Yue 0106 min Chu No. 2650 civil ruling, which was handled as Mr. Hu’s withdrawal of the lawsuit.
2. The basis for litigation (Arbitration) matters not meeting the disclosure standards, and whether the relevant information disclosure complies with the relevant provisions on major litigation and arbitration in the stock listing rules of Shenzhen Stock Exchange
Shenzhen Guohua Network Security Technology Co.Ltd(000004) the time of receiving the materials related to the above litigation (Arbitration) cases is from January 2019 to September 2021. The relevant provisions of the stock listing rules of Shenzhen Stock Exchange in force during these periods are as follows: 11.1.1 if the amount of money involved in major litigation and arbitration matters of a listed company accounts for more than 10% of the absolute value of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be disclosed in time.
For litigation and arbitration matters that fail to meet the standards of the preceding paragraph or do not have a specific amount involved, the board of directors shall, based on the particularity of the case
