Beijing Xinnuo law firm
Notes on relevant matters of the letter on concern for Boomsense Technology Co.Ltd(300312)
Special verification opinions
9 / F, north wing of Zhuangsheng square central office building, No. 10, xuanwai street, Xicheng District, Beijing, China
Postal Code: 100052 Tel: (8610) 83913636 Fax: (8610) 83915959
January, 2002
Beijing Xinnuo law firm
Letter of concern about Boomsense Technology Co.Ltd(300312)
Special verification opinions on relevant matters
To: Boomsense Technology Co.Ltd(300312)
Beijing Xinnuo law firm (hereinafter referred to as “the firm”) accepts the entrustment of Boomsense Technology Co.Ltd(300312) (hereinafter referred to as “the company” or “bangxun technology”), This special verification opinion has been issued on the relevant matters requiring lawyers to express their opinions in the letter of concern on Boomsense Technology Co.Ltd(300312) (GEM concern letter [2022] No. 14) (hereinafter referred to as the “concern letter”) issued by the management department of gem company of Shenzhen Stock Exchange on January 7, 2022.
Our lawyer examined the following documents provided by the company:
1. Announcement of Boomsense Technology Co.Ltd(300312) on partial debt exemption (2022-007);
2. Debt relief letter (31 originals and 17 scanned copies);
3. Resolutions of the shareholders’ meeting and the articles of association of some creditors;
4. Agreement on transfer of rights and obligations between Jingxin network, bangxun technology and Jingxin communication;
5. Unrelated commitments and explanations issued by shareholders holding more than 5% of shares of bangxun, actual controllers and current directors, supervisors and senior executives;
6. List of shareholders holding more than 5%, actual controllers and current directors, supervisors and senior managers issued by bangxun.
The company has issued a statement and guaranteed that the above information provided by it is complete, true, accurate and effective, and there is no falsity, omission, misleading and other circumstances; The signatures and seals in the above materials are authentic. If the materials provided are copies or copies or electronic scanned copies, the original and copy, the original and copy and electronic scanned copies shall be consistent; The explanations, promises, statements and confirmations made by the company are true, accurate and complete, and there are no false, omission, misleading and other situations. The relevant natural persons have full capacity for civil conduct, and the oral presentations made by the relevant personnel of the company are true.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. According to the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the civil code of the people’s Republic of China (hereinafter referred to as the “Civil Code”) and other currently effective laws, regulations and normative documents, as well as the facts that have occurred or exist before the issuance date of this special verification opinion, And express legal opinions based on the understanding of the law and the relevant facts. 2. Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted necessary verification and verification of the above materials provided by the company, which does not include the verification of the authenticity of signatures and seals, and conducted telephone interviews and inquiries with relevant personnel on relevant matters to ensure the authenticity and accuracy of the opinions expressed in this special opinion, There are no false records, misleading statements or major omissions.
3. For the fact that it is very important to issue this special verification opinion and cannot be supported by independent evidence, our lawyer asked the company or other institutions and individuals. The statements and explanations issued by the company or other institutions and individuals also form the basis of the special verification opinions issued by the company.
4. This special verification opinion only expresses opinions on the legal issues in the letter of concern, and does not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. When accounting, audit, asset evaluation and internal control are involved in the special verification opinions, they are quoted in strict accordance with the reports issued by relevant intermediaries and the company’s announcements.
This special verification opinion is only for the purpose of the company’s reply to the letter of concern, and shall not be used for other purposes or purposes.
Based on the above statement, our lawyers now issue the special verification opinions as follows:
1、 Please explain the main contents, signing date, signing place, handler and witness, the creditor 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, verify the performance of the internal approval procedures of the relevant parties on the debt exemption matters 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. (I) main contents of debt relief letter
After verification by our 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.” (II) implementation of internal approval procedures for debt forgiveness
Order creditor name debt exemption amount (yuan) performance internal approval No
1 Jinan Nian Internet of things Technology Co., Ltd. has 1802520.24, which was decided by the east of the company on December 28, 2021
2 Shenyang QIHANG Communication Engineering Co., Ltd. 618921.46 resolution of the shareholders’ meeting on December 26, 2021
3 Qingdao Mingrui building materials Co., Ltd. 96316.14 resolution of the shareholders’ meeting on December 26, 2021
4 Guangxi Nanning Xizhan Technology Co., Ltd. 159303.40 decided by the East shareholder of the company on December 28, 2021
Rizhao zhongnuotong Communication Engineering Co., Ltd. has 132566.4 shares on December 27, 2021 (decided in May 2021)
(cancelled on 31st)
Dalian Haofeng Information Technology Co., Ltd. 235652.27 December 28, 2021 share 6
Resolution of the board of directors of the company
Shenyang Shengli communication equipment installation 117589.325 resolution of the east meeting of gu7 Co., Ltd. on December 27, 2021
8 Jiangxi wenbang Communication Engineering Co., Ltd. 111300.00 resolution of the shareholders’ meeting on December 26, 2021
Xinyu Qun Yinghui communication equipment an 416629.78 December 29, 2021 stock 9
Resolution of the east meeting of decoration Co., Ltd
Xinyu Botong Technology Development Co., Ltd. 116194.68 December 29, 2021 share 10
Company East decision
11 Xinyu Kaixin communication is installed with 113263.13. The resolution of the east meeting of the company limited by shares on December 29, 2021
12 Dalian Yusheng communication network technology 381074.345 shares on December 24, 2021
Resolution of the east meeting of Development Co., Ltd
Lanzhou Yongchang Communication Engineering Co., Ltd. 706136.56 December 29, 2021 stock 13
Resolution of the board of directors of the company
14 Xinyu Jiahao communication is installed with 322647.35. The resolution of the east meeting of the company limited by shares on December 29, 2021
Urumqi Jinyang Xinda Communication 1585092.5 December 28, 2021 share 15
Resolution of the east meeting of Equipment Co., Ltd
Guangxi Nanning Litong communication engineering 67160.67 December 30, 2021 share 16
Resolution of the board of directors of the limited company
Shanghai Hehuang Information Technology Co., Ltd. 876241.93 December 30, 2021 share 17
Resolution of the board of directors of the company
Shandong Yuanbo Electric Power Engineering Co., Ltd. 268050.28 December 28, 2021 stock 18 company (formerly decided by Linyi Yuanbo communication East)
Technology Co., Ltd.)
Ganzhou Tianxi Communication Co., Ltd. 141500 shares 19 on December 26, 2021
Si Dong decides
Zaozhuang Weisheng Communication Engineering Co., Ltd. has 204170 shareholders’ meeting resolution on December 28, 2021
Total 8472330.46
After verification by our lawyers, 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 instructions 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 of this firm obtain the relevant materials, they will express their opinions on the approval of the authorization of debt exemption of the remaining creditors.
(III) whether effective 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 state whether the above debt relief is unilateral, unconditional and unchangeable Irrevocable exemption.
1. Have valid and sufficient authorizations been obtained before issuing the debt relief letter
After the lawyers of the firm checked the shareholder’s decision / resolution of the shareholders’ meeting and the debt exemption letter provided by the above-mentioned 20 creditors and interviewed the legal representatives or relevant staff of the above-mentioned 20 creditors by telephone, according to Article 36 of the company law, the shareholders’ meeting is the authority of the company, and the debt exemption of the above-mentioned 20 creditors has been decided and agreed by all shareholders, Therefore, our lawyers believe that the above-mentioned 20 creditors have obtained effective and sufficient authorization for the debt exemption of bangxun technology.
Ineffective debt relief – debt relief of Shenzhen Zhongxiong Technology Co., Ltd
After verification by our lawyers, according to the civil ruling [(2021) Yue 03 Po Shen No. 615] issued by the intermediate people’s Court of Shenzhen, Guangdong Province on November 18, 2021, the ruling is as follows: accept the application for bankruptcy liquidation filed by the applicant Shiyan Bicheng precision abrasive tool factory in Bao’an District, Shenzhen against the respondent Shenzhen Zhongxiong Technology Co., Ltd. This ruling shall take effect from now on. According to the notice of Shenzhen intermediate people’s Court of Guangdong Province on December 14, 2021 [(2021) Yue 03 Po No. 608], the court appointed Shanghai jintiancheng (Shenzhen) law firm as the manager of Shenzhen Zhongxiong Technology Co., Ltd. on December 14, 2021. Shenzhen Zhongxiong Technology Co., Ltd. issued a debt exemption letter on December 23, 2021,
