Legal opinion of Guohao law firm (Shanghai)
Guohao law firm (Shanghai)
about
Qingdao Gaoce Technology Co.Ltd(688556)
Issue convertible corporate bonds to unspecified objects
of
Legal opinion
27th floor, Jiadi center, 968 Beijing West Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152433051
Website: http://www.grandall.com.cn.
October 2021
catalogue
interpretation…… 2 Section 1 Introduction 4 I. Introduction to law firm and handling lawyer 4 II. The working process of our lawyers in making legal opinions and lawyers’ work reports 6 III. matters that lawyers should declare 8 section II text 10 I. approval and authorization of this issuance 10 II. Subject qualification of this offering 21 III. substantive conditions of this offering 23 IV. independence of the issuer V. major shareholders of the issuer 33 VI. the share capital of the issuer and its evolution 34 VII. Business of the issuer 36 VIII. Related party transactions and horizontal competition 38 IX. major creditor’s rights and debts of the issuer 58 X. main property of the issuer 64 Xi. Major asset changes and mergers and acquisitions of the issuer 94 XII. Formulation and amendment of the issuer’s articles of Association 94 XIII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 96 XIV. Directors, supervisors and senior managers of the issuer and their changes 99 XV. Tax and financial subsidies of the issuer 103 XVI. Environmental protection, product quality, technical standards and safety production of the issuer 107 XVII. Application of funds raised by the issuer 109 XVIII. Business development objectives of the issuer 114 XIX. Litigation, arbitration or administrative punishment 115 XX. Evaluation of the legal risk of the issuer’s prospectus 117. Conclusion 117 section III signature page one hundred and eighteen
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
The company, issuer and Gaozhi Qingdao Gaoce Technology Co.Ltd(688556) , formerly known as “Qingdao measurement and Control Technology Co., Ltd.”
This issuance refers to Qingdao Gaoce Technology Co.Ltd(688556) issuing convertible corporate bonds to unspecified objects
Convertible bonds refer to convertible corporate bonds
Changzhi gaotest refers to Changzhi gaotest New Material Technology Co., Ltd
Luoyang Gaoce Precision Machinery Co., Ltd
Huguan Gaoce refers to Huguan Gaoce New Material Technology Co., Ltd
Leshan Gaoce refers to Leshan Gaoce New Energy Technology Co., Ltd
Yancheng Gaoce refers to Yancheng Gaoce New Energy Technology Co., Ltd
The articles of association refers to the Qingdao Gaoce Technology Co.Ltd(688556) articles of association
This office refers to Guohao law firm (Shanghai)
The lawyer of the exchange refers to the handling lawyer assigned by the exchange for this issuance, that is, the lawyer who signs in the column of “handling lawyer” on the signature page of this legal opinion
Zhongxinghua certified public accountants refers to zhongxinghua Certified Public Accountants (special general partnership)
“20172019” refers to the “zths Zi (2020) No. 030358” audit report issued by zhongxinghua certified public accountants
“2020 audit report” refers to the “zths Zi (2020) No. 030108” audit report issued by zhongxinghua certified public accountants
2020 annual report refers to the report of Qingdao Gaoce Technology Co.Ltd(688556) 2020 Annual Report
Semi annual report of 2021 refers to the report of Qingdao Gaoce Technology Co.Ltd(688556) 2021 semi annual report
Sponsor refers to Guosen Securities Co.Ltd(002736)
Principal and lead underwriter
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 measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The practice measures refer to the measures for the administration of law firms engaging in securities legal business
The practice rules refer to the practice rules for securities legal business of law firms (for Trial Implementation)
Legal opinion of Guohao law firm (Shanghai)
The reporting period refers to 2018, 2019, 2020 and January June 2021
The last three years refer to 2018, 2019 and 2020
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
China means the people’s Republic of China for the purpose of this legal opinion only
Legal opinion of Guohao law firm (Shanghai)
Guohao law firm (Shanghai)
About Qingdao Gaoce Technology Co.Ltd(688556)
Issue convertible corporate bonds to unspecified objects
of
Legal opinion
To: Qingdao Gaoce Technology Co.Ltd(688556)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) acts as the special legal adviser for the issuer to apply for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “the offering”) in accordance with the special legal adviser employment contract signed with Qingdao Gaoce Technology Co.Ltd(688556) (hereinafter referred to as “the issuer” or “the company”).
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 securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission, and in accordance with the requirements of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on the facts and the law.
Section I Introduction
1、 Introduction to law firm and handling lawyer
(I) introduction to law firm
The firm is a partnership law firm registered in Shanghai, formerly known as Shanghai Wanguo law firm established in 1993. In June 1998, with the approval of the Ministry of justice, Shanghai Wanguo law firm, Beijing Zhang Yongtao law firm and Shenzhen Tangren law firm jointly initiated the establishment of China’s first law group – Guohao law group firm, which was renamed Guohao law group (Shanghai) firm. In March 2011, Guohao law group firm was renamed “Guohao law firm”, and Guohao law group (Shanghai) firm was also renamed Guohao law (Shanghai) firm accordingly.
The business scope of the exchange includes: participating in enterprise restructuring and the issuance and listing of joint-stock companies, acting as a lawyer for issuers or underwriters, issuing legal opinions, and providing legal advice and other services for listed companies; Participate in the asset reorganization of large and medium-sized enterprises and provide legal services for the acquisition, merger, equity transfer and other matters of listed companies; Serve as perennial legal counsel for securities companies and securities investors, provide legal advice for their standardized operation, and participate in litigation, arbitration and non litigation mediation of securities disputes as their agent; Act as the agent of futures exchanges, brokers and customers, and participate in litigation, arbitration and non litigation mediation of commodity futures and financial futures; Accept the entrustment of banks, non bank financial institutions, industrial and commercial enterprises and individual citizens to act as an agent for litigation, arbitration and non litigation mediation of disputes related to loans, trusts and entrusted loans, financial leasing, bills and so on; Provide all-round legal services for all kinds of large enterprise groups, real estate investment and foreign-invested enterprises, and represent customers to participate in other civil and economic non litigation affairs, litigation and arbitration; Other lawyer businesses permitted by judicial administrative organs.
(II) brief introduction of signing lawyer
The signature lawyer’s securities business practice record and main experience are as follows:
Lawyer Zhang Lantian, a lawyer and partner of the firm, is currently the director of the science and Innovation Board Business Research Committee of Shanghai Lawyers Association, a member of the Registration Committee of Shanghai equity trading custody center, and a distinguished entrepreneurship tutor of Shanghai Science and Technology Commission. He once served as the deputy director of the M & a committee of Shanghai Lawyers Association, Jdm Jingda Machine(Ningbo)Co.Ltd(603088) ( Jdm Jingda Machine(Ningbo)Co.Ltd(603088) ), Shanghai Kelai Mechatronics Engineering Co.Ltd(603960) ( Shanghai Kelai Mechatronics Engineering Co.Ltd(603960) ), and an independent director of Yongqi automobile industry. His main fields of practice are enterprise listing (IPO), reorganization and M & A The new third board, private equity investment, equity incentive and tax planning have a good practice record, and have participated in the issuance and listing of many companies, the new third board listing, bond issuance and other projects.
Lawyer Xia Qing, a lawyer of our firm and a master of law from East China University of political science and law, mainly engaged in legal services in the fields of enterprise listing (IPO), reorganization and merger, new third board, private equity investment and equity incentive. He has a good practice record and has participated in the issuance and listing of many companies, new third board listing, bond issuance, private fund manager registration and other projects.
Lawyer sun Weiping, a lawyer of our firm, holds a master of law from Tongji University and an officer of the business research committee of the science and Innovation Board of Shanghai Bar Association. His main practice fields are legal services in the fields of enterprise listing (IPO), reorganization and merger, the new third board, private equity investment and equity incentive. He has a good practice record and has participated in the issuance and listing, the new third board listing, bond issuance and other projects of many companies.
Lawyer Hong Siyu, a lawyer of our firm and a master of law from Shanghai University of international business and economics, is mainly engaged in legal services in the fields of enterprise listing (IPO), private investment fund establishment and investment, enterprise equity incentive and so on. He has a good practice record and has participated in the Issuance and listing of many companies, listing on the new third board, registration of private fund managers and other projects.
The four lawyers who signed this time have no records of violations of laws and regulations since their practice.
The contact information of the firm and the signing lawyer is as follows:
Tel: 02152341668
Fax: 02152433051
Address: 27th floor, Jiadi center, No. 968, West Beijing Road, Shanghai
Postal Code: 200041
2、 The working process of lawyers in this office in making legal opinions and lawyers’ work reports
The lawyer of the firm officially participated in the issuance as the special legal adviser of the issuer after the firm signed the employment contract for special legal adviser with the issuer. Since July 2021, our lawyers have been working on the site. Focusing on the legal issues involved in this issuance and the production of legal opinions and lawyers’ work reports, we have carried out the following work:
（1） Read the public materials of the issuer, prepare due diligence plans and inspection plans based on such materials, and select key inspection items.
（2） Issued a detailed investigation list of legal due diligence verification to the issuer, required that the materials provided by the issuer should be complete, accurate, comprehensive, objective and true, and checked the materials provided by the issuer one by one; Update the investigation list according to the inspection situation until all the required data are obtained.
（3） Communicate and interview with the directors, supervisors and senior managers of the issuer to understand the standardized operation of the company, especially on the issue
