Special Verification Opinion on the Inquiry Letter from Shenzhen Stock Exchange Regarding Honggao Creative
Beijing Dacheng Law Firm (hereinafter referred to as "the Firm") has been entrusted by Beijing Honggao Creative Architectural Design Co., Ltd. (hereinafter referred to as "the Company" or "Honggao Creative") to verify matters related to the inquiry letter issued by the Shenzhen Stock Exchange's Listing Company Management Department (Inquiry Letter [2023] No. 242) (hereinafter referred to as "the Inquiry Letter") and to provide this special verification opinion.
To issue this special verification opinion, the Firm's lawyers have verified and validated the documents and facts related to the Inquiry Letter in accordance with relevant laws, regulations, normative documents, and the Firm's business rules, adhering to the principles of prudence and materiality. The Firm's lawyers make the following statements regarding this special verification opinion:
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The Firm's lawyers have received assurances from the Company that it has provided all original written materials, copies, and oral testimonies deemed necessary for the preparation of this special verification opinion. The documents and materials provided are true, complete, and valid, with no concealment, falsehood, or significant omissions.
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For facts crucial to this special verification opinion that cannot be supported by independent evidence, the Firm's lawyers rely on certification documents issued by relevant government departments, the Company, or other relevant entities, as well as publicly available information from competent authorities.
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The Firm's lawyers express legal opinions based on facts that occurred or existed prior to the issuance date of this special verification opinion, in accordance with the Civil Code of the People's Republic of China, the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and relevant rules from the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
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This special verification opinion only addresses legal issues related to the matters in the Inquiry Letter. The Firm and the handling lawyers do not express opinions on accounting, auditing, evaluation, or other professional matters. Any content related to accounting, auditing, or evaluation in this special verification opinion is strictly quoted from documents issued by relevant intermediaries and the Company's explanations, and does not imply any express or implied guarantee regarding the authenticity and accuracy of such matters. The Firm does not possess the appropriate qualifications to verify and evaluate such matters.
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The Company has assured and committed to the Firm that the documents and statements provided to the Firm are complete, true, and valid, that the originals and their signatures and seals are authentic, that the copies or reproductions are consistent with the original documents, and that all facts and documents that could affect this special verification opinion have been disclosed to the Firm without any concealment or omission.
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This special verification opinion is intended solely for the purpose of addressing matters related to the Inquiry Letter and may not be used for any other purpose without the Firm's consent.
The Firm's lawyers provide the following verification opinions based on facts related to the Inquiry Letter that occurred or existed prior to the issuance date:
Inquiry Letter Question 1
Public information disclosure shows that your company has not disclosed any significant debt defaults or failures to repay due significant debts in recent years. Please provide a detailed explanation of the specific circumstances and authenticity of the disclosed inability to repay due debts, including but not limited to the names of creditors, the relationship with your company, the reasons for the debt, the amount of the debt, repayment deadlines, payment status, and the fulfillment of information disclosure obligations and review procedures. Additionally, please clarify whether the basis for your company's application for pre-restructuring due to "inability to repay due debts" is sufficient, reasonable, compliant, and whether there is significant uncertainty regarding the acceptance of the pre-restructuring application.