Securities code: 300312 securities abbreviation: * ST bangxun Announcement No.: 2022-016 Boomsense Technology Co.Ltd(300312)
Announcement on reply to the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The lawyer's verification matters related to the letter of concern involve 48 creditors of the company. At present, the lawyer has verified 20 creditors, and 28 creditors have not obtained the internal approval documents for debt exemption. After the lawyer obtains the relevant information, he will express his opinions on the approval of the authorization for debt exemption of the remaining creditors.
Boomsense Technology Co.Ltd(300312) (hereinafter referred to as "the company") issued the announcement on replying to the letter of concern of Shenzhen Stock Exchange (Announcement No.: 2022-013) on January 17, 2022. As the verification of the lawyer involved in the letter of concern is still in progress, the lawyer has not issued a legal opinion. At present, the lawyer has checked 20 creditors, and now the supplementary announcement of the lawyer's verification is as follows:
On the evening of January 6, 2022, your company disclosed the announcement on partial debt exemption, which said that it successively received debt exemption letters issued by creditors such as suppliers and construction units, with a total amount of 34.9468 million yuan. Our department is highly concerned about this. Please verify and explain the following matters:
1. Please explain the main contents, signing date, signing place, handler and witness, the creditors involved and the relationship with the handler, the way or channel of receiving the letter, and the date of receiving the letter one by one, and verify whether the relevant parties have fulfilled the internal approval procedures for the debt exemption one by one, and whether the debt exemption letter has been valid before it is issued Sufficient authorization, whether the formal elements of the debt exemption letter are complete, whether the debt exemption letter has legal effect, whether the relevant acts comply with the applicable laws, regulations and regulatory requirements, and clearly explain whether the above debt exemption is unilateral, without any conditions, irrevocable and irrevocable in combination with the above situation. Independent directors and lawyers are invited to check and express clear opinions.
Lawyer's opinion:
(1) Main contents of debt relief letter
After verification by lawyers, the company obtained the debt relief letter signed by 48 creditors from December 23 to 31, 2021, The main content is: "in view of the current operating difficulties of bangxun technology, our company agrees to grant partial debt relief to bangxun technology. As of the date of issuing this debt relief letter, our company agrees to exempt 50% of the total debt owed by bangxun technology to our company, and the above exemption is not attached with any contingent conditions."
(2) Implementation of internal approval procedures for debt forgiveness
According to the lawyer's verification, as of the date of issuance of this legal opinion, a total of 20 creditors (with a total debt exemption of 8472330.46 yuan) have obtained the internal approval documents on agreeing to grant debt exemption to bangxun.
According to the description of the technical staff of bangxun, as it is close to the Spring Festival, some creditor companies have taken holidays in advance, and the relevant materials cannot be obtained in time. Therefore, there are still 28 creditors who have not obtained the internal approval documents of debt exemption. After the lawyers obtain the relevant materials, they will express their opinions on the approval of the authorization of debt exemption of the remaining creditors.
(3) Whether valid and sufficient authorization has been obtained before issuing the debt relief letter, whether the formal elements of the debt relief letter are complete, whether the debt relief letter has legal effect, whether the relevant acts comply with the applicable laws, regulations and regulatory requirements, and clearly explain whether the above debt relief is unilateral, unconditional and unchangeable in combination with the above situation Irrevocable exemption.
After the lawyer checked the shareholder's decision / resolution of the shareholders' meeting and the debt exemption letter provided by the above 20 creditors and interviewed the legal representatives or relevant staff of the above 20 creditors by telephone, according to Article 36 of the company law, the shareholders' meeting is the right organization of the company, and the debt exemption of the above 20 creditors has been decided and agreed by all shareholders, Therefore, the lawyer believes that the debt exemption of the above-mentioned 20 creditors to bangxun technology has been effectively and fully authorized.
After verification by lawyers, the above-mentioned 20 creditors are limited liability companies controlled by natural persons, and their debt exemption behavior has been approved by their internal authority. At the same time, they have made a unilateral expression of intention in writing, and the debt exemption letter will take effect when it reaches the counterpart bangxun technology. The debt exemption is the true expression of the creditor's intention, does not violate the mandatory provisions of laws and administrative regulations, does not violate public order and good customs, and complies with the provisions of articles 134, 136, 137 and 143 of the civil code. Therefore, the lawyer believes that the formal elements of the debt exemption letter of the above 20 creditors are complete and have legal effect, Debt forgiveness complies with the relevant provisions of the civil code. According to the telephone interview with the legal representatives or relevant staff of the above-mentioned 20 creditors by lawyers, the debt exemption of the above-mentioned 20 creditors is their true intention, and all said that the debt exemption is irrevocable, unalterable, without any conditions, and there is no revocable situation stipulated in articles 147, 148, 149, 150 and 151 of the civil code, Therefore, the debt exemption is irrevocable. Therefore, the lawyer believes that the debt forgiveness of the above 20 creditors is unilateral, unconditional, irrevocable and irrevocable.
2. Your company is requested to make supplementary disclosure of the above specific circumstances related to debt exemption, including but not limited to the time of debt formation, reasons, amount of debt, relevant accounting treatment in the early stage, the exemption proportion, etc., and to explain whether the above creditors are related to your company, shareholders holding more than 5% of the company, actual controllers, directors, supervisors and senior executives of your company, Whether there is any form of capital exchange or other interest arrangement. Independent directors and lawyers are invited to check and express clear opinions.
Lawyer's opinion:
After verification by lawyers, there is no overlap or cross shareholding between the shareholders, directors, supervisors and senior executives of the above 48 creditors and the shareholders, actual controllers and current directors, supervisors and senior executives of the company and the company holding more than 5% shares. After verification by the lawyers of the firm, Zhen Mengmeng, the supervisor of the company, proposed to resign for personal reasons on September 16, 2020, and he did not issue relevant explanations; According to the commitments or statements issued by the company, shareholders holding more than 5% of the company's shares, actual controllers and other current directors and supervisors, there is no relationship between the company, shareholders holding more than 5% of the company's shares, actual controllers and current directors, supervisors and senior executives of the company other than Zhen Mengmeng and the above 48 creditors, There is no capital exchange or other interest arrangement in any form. It is hereby announced.
Boomsense Technology Co.Ltd(300312) board of directors
January 28, 2022
