Guohao law firm (Shanghai)
about
Issue A-Shares to specific objects in 2021
of
Supplementary legal opinion (II)
23-25 Jiadi center, 968 Beijing West Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 3320
Website: http://www.grandall.com.cn.
January, 2002
catalogue
interpretation…… 2 Section 1 Introduction 4 Section II text 6 I. description of the issuer 6 II. The issuer disclosed that 8 III. verification by intermediaries 9 Section III signature page eleven
interpretation
Unless otherwise specified, the relevant words in this supplementary legal opinion have the following specific meanings:
Wuxi Autowell Technology Co.Ltd(688516) / company / issuer means Wuxi Autowell Technology Co.Ltd(688516)
The actual controllers refer to ge Zhiyong and Li Wen, who are the actual controllers of the issuer
This issuance refers to the issuance of A-Shares by the issuer to specific objects in 2021
The prospectus refers to the prospectus for Wuxi Autowell Technology Co.Ltd(688516) 2021 issuance of A-Shares to specific objects (draft application)
This “legal opinion of Guohao law firm (Shanghai) on Wuxi Wuxi Autowell Technology Co.Ltd(688516) technology” refers to the legal opinion of the joint stock Co., Ltd. on Issuing A-share shares to specific objects in 2021
The work report of Guohao law firm (Shanghai) on Lawyers of Wuxi Wuxi Autowell Technology Co.Ltd(688516) technology shares refers to the lawyer’s work report on the issuance of A-share shares to specific objects in 2021
This supplementary legal opinion of Guohao law firm (Shanghai) on Wuxi Wuxi Autowell Technology Co.Ltd(688516) science and technology refers to the supplementary legal opinion (II) on the issuance of A-share shares to specific objects by Co., Ltd. in 2021
Ping An Securities and sponsors refer to Ping An Securities Co., Ltd
The firm and Guohao law firm refer 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 signed in the column of “handling lawyer” on the bookmark page of this supplementary legal opinion
Lixin Zhonglian certified public accountants refers to Lixin Zhonglian Certified Public Accountants (special general partnership)
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 securities issuance Measures refer to the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation)
The implementation rules refer to the implementation rules for securities issuance and underwriting of companies listed on the science and Innovation Board of Shanghai Stock Exchange
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)
No. 12 of the preparation and reporting rules refers to No. 12 of the preparation and reporting rules for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Administration for Industry and Commerce means the Administration for Industry and commerce
The people’s Republic of China, and only for the purpose of this supplementary legal opinion
China does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
A share refers to domestic listed RMB ordinary shares
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan (unless otherwise specified)
Guohao law firm (Shanghai)
About Wuxi Autowell Technology Co.Ltd(688516)
Issue A-Shares to specific objects in 2021
of
Supplementary legal opinion (II)
To: Wuxi Autowell Technology Co.Ltd(688516)
Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) acts as the special legal adviser for the issuer to issue shares to specific objects (hereinafter referred to as “the offering”) in accordance with the special legal adviser contract signed with Wuxi Autowell Technology Co.Ltd(688516) (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, This supplementary legal opinion is issued 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), 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
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the issuance date of this supplementary legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) in accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the issuance date of this supplementary legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
(II) our lawyers agree to take this supplementary legal opinion as a necessary legal document for the issuer’s issuance, report it together with other application materials, and are willing to bear corresponding legal liabilities.
(III) our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the application documents or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
(IV) the issuer guarantees that it has provided the lawyers of the exchange with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this supplementary legal opinion.
(V) for the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units.
(VI) our lawyers only express opinions on the legality and relevant legal issues of the issuer’s issuance, and do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the issuer’s participation in the issuance. In this supplementary legal opinion, we refer to some data or conclusions in relevant accounting statements, audit and asset evaluation reports, It does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to check and evaluate the contents of these documents.
(VII) the title of this supplementary legal opinion is only used for convenience of reference and should not be considered as an interpretation or limitation of the contents of relevant chapters. Any discrepancy between the mantissa of the total and the mantissa of the sum of the sub items in the relevant figures of this supplementary legal opinion is caused by rounding.
(VIII) our lawyer has not authorized any unit or individual to make any explanation or explanation on this supplementary legal opinion.
(IX) this supplementary legal opinion is only used by the issuer for the purpose of this issuance application, and shall not be used for any other purpose.
Section II main body
Question 1: about the issuance plan
According to the inquiry reply, Ge Zhiyong used 550 million yuan to subscribe for the shares issued this time from the loans of natural persons Zhang Hong and Wang Huaiqian, of which Zhang Hong is the spouse of Lin Jianhua, the actual controller of Hangzhou First Applied Material Co.Ltd(603806) (603806. SH), and Wang Huaiqian is the actual controller of century Zhiyuan investment company. The two parties have signed a loan intention agreement with an agreed term of 24 months and can be extended for 12 months. The interest rate is 9% annualized (simple interest), and there is no need to provide guarantee. In addition, the issue price is 70.39 yuan / share, and the closing price of the company’s shares is 245.72 yuan / share as of December 31, 2021, which is far from the issue price.
Please explain to the issuer: (1) whether Zhang Hong and Wang Huaiqian are the final lending entities of this loan, whether they have internal division arrangements on the loan amount, and the legitimacy and compliance of the source of funds; (2) In combination with the agreed contents of the intention agreement between the two parties, Ge Zhiyong’s capital strength and the fluctuation of the company’s share price, this paper further discusses the commercial rationality of Zhang Hong and Wang Huaiqian lending large amounts of funds to ge Zhiyong to subscribe for the shares issued this time, and whether there are other interest arrangements.
The issuer is requested to disclose: (1) the source of Ge Zhiyong’s subscription funds and whether there is any external raising, holding on behalf, structured arrangement or indirect use of the funds of the issuer and its related parties for this subscription; (2) The lender shall promise and disclose in the prospectus to understand the purpose of the loaned funds. The loaned funds are indeed loans, and perform relevant agreements according to the term and interest agreed in the loan agreement. There is no agency or other interest arrangement with the borrower and its controlled related parties; (3) The borrower shall promise and disclose in the prospectus that the loan fund is indeed a loan, and there is no agency holding, compensation, promised income or other interest arrangement between himself and his controlled related parties and the lender. In the future, he is willing to accept relevant supervision and inspection on this commitment. In case of violation of this commitment, the relevant income corresponding to the illegal part shall be owned by the listed company.
The sponsor and the issuer’s lawyers are requested to check and express clear opinions in accordance with question 10 of the answers to some questions on refinancing business.
reply:
1、 Issuer description
(I) whether Zhang Hong and Wang Huaiqian are the final lenders of the loan, whether they have internal division arrangements for the loan amount, and the legitimacy and compliance of the source of funds
According to the documents issued by Zhang Hong and Wang Huaiqian, they are the final lending entities of their respective loans; The two are friends, and there is no related relationship defined in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange; The total amount of funds lent by the two persons this time is no more than RMB 550 million and no less than the subscription funds required for the registration and consent of the CSRC to issue shares, of which Zhang Hong plans to lend 500 million yuan to 530 million yuan and Wang Huaiqian plans to lend 20 million yuan to 50 million yuan, The final loan amount shall be determined by the two persons through negotiation with Ge Zhiyong within the above scope and in the formal loan agreement signed; The source of funds lent by the two persons is their own funds accumulated by means of operation and investment, and they have provided asset certificates such as deposits, private securities investment funds or financial products with a total of more than 550 million yuan, and promised that the source of funds is legal and compliant.
Among them, according to the documents issued by Zhang Hong and his spouse, the loan fund of Zhang Hong belongs to the joint property of Zhang Hong and his spouse, and the loan provided by Zhang Hong to ge Zhiyong has been agreed by Zhang Hong’s spouse.
(II) further discuss the commercial rationality of Zhang Hong and Wang Huaiqian lending large amount of funds to ge Zhiyong to subscribe for the shares issued this time, and whether there are other interest arrangements, in combination with the contents of the intention agreement between the two parties, Ge Zhiyong’s capital strength and the fluctuation of the company’s stock price
1. The loan income of Zhang Hong and Wang Huaiqian is at a high level due to unsecured
According to the loan cooperation intention agreement
