Beijing Tianyuan law firm
About Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds
And related party transactions
Supplementary legal opinions (V)
Beijing Tianyuan law firm
10 / F, The Pacific Securities Co.Ltd(601099) insurance building, No. 28 Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Infotmic Co.Ltd(000670)
Issue shares to purchase assets and raise supporting funds
And related party transactions
Supplementary legal opinions (V)
Jtgz (2021) No. 125-9 to: Infotmic Co.Ltd(000670)
According to the principal-agent agreement signed between Beijing Tianyuan law firm (hereinafter referred to as "the firm") and Infotmic Co.Ltd(000670) (hereinafter referred to as "the company" or "listed company" or "yingfangwei"), the firm serves as the special Chinese legal adviser for the company to issue shares to purchase assets and raise matching funds and related party transactions (hereinafter referred to as "the transaction"), Beijing Tianyuan law firm's legal opinion on Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "legal opinion") has been issued for this transaction Jing Tian Gu Zi (2021) No. 125-3 supplementary legal opinion of Beijing Tianyuan law firm on Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "supplementary legal opinion (I)" Jing Tian Gu Zi (2021) No. 125-4 "supplementary legal opinions of Beijing Tianyuan law firm on Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds and related party transactions (II)" (hereinafter referred to as "supplementary legal opinions (II)") Jing Tian Gu Zi (2021) No. 125-7 supplementary legal opinions of Beijing Tianyuan law firm on Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising matching funds and related party transactions (hereinafter referred to as "supplementary legal opinions (III)") and Jing Tian Gu Zi (2021) No. 125-8 supplementary legal opinions of Beijing Tianyuan law firm on Infotmic Co.Ltd(000670) Supplementary legal opinion (IV) on issuing shares to purchase assets, raising supporting funds and related party transactions (hereinafter referred to as "supplementary legal opinion (IV)", together with legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) "original legal opinion").
The lawyer of our firm hereby issues this supplementary legal opinion on the legal changes involved in this transaction during the period from the issuance of the original legal opinion to the issuance of this supplementary legal opinion (hereinafter referred to as the "supplementary verification period"). This supplementary legal opinion is only a supplement to the original legal opinion. The opinions and conclusions of the exchange on other legal issues involved in this transaction are still applicable to the expression in the original legal opinion, and the matters stated in the original legal opinion of the exchange are applicable to this supplementary legal opinion. Unless otherwise specified, the definitions of relevant terms in this supplementary legal opinion are the same as those in the original legal opinion; If the original legal opinion is inconsistent with this supplementary legal opinion, this supplementary legal opinion shall prevail.
This supplementary legal opinion is only used by yingfangwei for the purpose of this transaction and shall not be used by anyone for any other purpose. The exchange agrees to take this supplementary legal opinion as the necessary legal document for the transaction application and submit it together with other application materials.
Based on the above, our lawyers now give the following supplementary legal opinions:
1、 Approval and authorization of this transaction
(I) newly obtained approvals and authorizations during supplementary verification
During the supplementary verification, the new approvals and authorizations obtained in this transaction are as follows:
1. On February 14, 2022, yingfangwei held the 23rd Meeting of the 11th board of directors, deliberated and approved the proposal on updating the audit report, reference review report and asset evaluation report related to this major asset restructuring, and the related directors avoided voting on the proposal involving related transactions.
Hong Zhiliang, Yang Licheng and Li Weiqun, independent directors of Yingfang micro, have expressed their opinions on the relevant proposals of this transaction and agreed to the relevant proposals of this transaction.
(II) pending approval and authorization of this transaction
As of the date of issuance of this supplementary legal opinion, the approval and authorization required for this transaction are as follows:
1. This transaction has yet to be approved by the CSRC;
2. Yingfang micro's overseas investment in world style still needs to go through the filing procedures for overseas investment by domestic enterprises.
The exchange believes that as of the date of issuance of this supplementary legal opinion, the counterparty, the target company and the subscription object of raising supporting funds have completed the internal approval procedures for this transaction required at this stage; This transaction can only be implemented after obtaining the above authorization and approval.
2、 Substantive conditions of this transaction
(I) this transaction complies with the relevant provisions of the reorganization measures
Tianjian accounting issued an unqualified audit report (tjss [2022] No. 88) on the financial statements of yingfangwei in 2021. This transaction complies with the provisions of paragraph 1 (II) of Article 43 of the restructuring measures. (II) this transaction complies with the relevant provisions of the measures for the administration of securities issuance
In Chen Weiqin case, Jieyang court made (2018) Yue 52 min Chu No. 16 civil judgment on December 31, 2021, which rejected the plaintiff Chen Weiqin's claim against yingfangwei. Jieyang court held that according to Article 16 of the company law of the people's Republic of China, the guarantee act is not a matter that the legal representative can decide alone, but must take the resolutions of the company's shareholders' meeting or the board of directors and other company organs as the basis and source of authorization. According to the evidence submitted by Yingfang micro, Yingfang micro is a listed company. Its articles of association, system on guarantee matters and external guarantee can be publicly consulted on cninfo and other networks. When signing the guarantee contract, Chen Weiqin did not review whether Chen Zhicheng was authorized by the board of directors or the general meeting of shareholders of Yingfang micro, nor did he provide evidence to prove that he had consulted any announcement of Yingfang micro on external guarantee, that is, Chen Weiqin did not review whether Chen Zhicheng had the representative authority to sign the guarantee contract, which subjectively did not constitute a bona fide counterpart and was at fault, Therefore, the guarantee contract shall be deemed invalid. The evidence provided by yingfangwei proves that it is not at fault for the invalidity of the guarantee contract, and it will not bear fault liability. Therefore, yingfangwei is not liable for guarantee or compensation.
Chen Weiqin requested yingfangwei to be jointly and severally liable for the loan principal and interest of Tibet Hanli, which was not supported by Jieyang court.
Other defendants in the first instance refused to accept the judgment of the first instance and appealed to the higher people's Court of Guangdong Province according to law. As of the date of issuance of this supplementary legal opinion, the second instance of this case has not been heard.
In combination with relevant laws and regulations and the first instance judgment of Chen Weiqin case, the exchange believes that the possibility of the company being judged to bear civil liability in Chen Weiqin is very low, and Shunyuan enterprise management and Chen Yanbiao, the company's largest shareholder, have made effective commitments to bear all losses caused to the company by the illegal guarantee, and have the ability to perform the contract, And Shunyuan enterprise management has issued a bank guarantee to provide repayment guarantee to the listed company. The bourse believes that the potential risk of Chen Weiqin case to the listed company has been eliminated, and the company does not belong to the situation that "the listed company and its subsidiaries provide external guarantees in violation of regulations and have not been lifted" in Item (III) of Article 39 of the measures for the administration of securities issuance of listed companies.
3、 The underlying assets of this transaction
According to the information provided by the subject company and the legal opinions issued by overseas law firms Harney Westwood & Riegels and Adrian Lau & Yim lawyers, and verified by the exchange, the major changes in the subject assets during the supplementary verification are as follows:
(I) major creditor's rights and debts
There is no significant change in the major creditor's rights and debts of Shenzhen huaxinke. The major changes in the major creditor's rights and debts of world style are as follows:
(1) Bank financing contract
On July 16, 2020, China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch and Shenzhen United wireless signed the bank acceptance agreement. Shenzhen United wireless was the drawer, and the unpaid bank acceptance bills accepted by China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch amounted to 50 million yuan. On the same day, the two sides signed the pledge contract, in which Shenzhen United wireless provided full structural deposit pledge guarantee.
According to the description of the target company and the verification of our lawyers, the above bank acceptance agreement and pledge contract have been fulfilled as of December 31, 2021.
(2) Factoring financing contract
According to the description of the subject company and the audit report (TJs [2022] No. 94) issued by Tianjian accounting (hereinafter referred to as "world style audit report"), as of December 31, 2021, the changes of factoring financing contracts being performed by world style and its subsidiaries are as follows:
Order contract name accounts receivable factoring machine signing creditor's right balance loan amount accounts receivable arrival number creditor organization date (yuan) (yuan) period date
100,080,09 99,579,293 2022.1.12
《Receivables Xiaomi 6.12 .82
1. Purchase United Finance 2021. 50,304,939 49,893,215 2022.2.9
Agreement》 Wireless H.K. 9.9 .35 .02
Limited 51,372,939 50,841,166 2022.3.2
.58 .14
《Receivables United Airstar 2020.
2. Purchase Wireless Bank 4.3 / / /
Agreement》 Limited
(II) finance and taxation
1. Shenzhen huaxinke
(1) Applicable taxes, tax rates and tax preferences
1) Applicable taxes and tax rates
According to the audit report (TJs [2022] No. 96) issued by Tianjian accounting (hereinafter referred to as the "audit report of Shenzhen huaxinke") and the verification of our lawyers, the main taxes and tax rates applicable to Shenzhen huaxinke and its branches and subsidiaries from July to December 2021 are as follows:
Tax type tax basis tax rate
Sales of goods and taxable labor calculated in accordance with the provisions of the tax law
The output tax is calculated based on the value-added tax income, and 13% of the current period is deducted
Tax type tax basis tax rate
After the input tax allowed to be deducted, the difference is payable
Pay VAT
7% and 5% of the turnover tax actually paid by urban maintenance and construction tax
3% of the turnover tax actually paid by the education surcharge
2% of the turnover tax actually paid by local education surcharges
25% and 20% of taxable income of enterprise income tax
2) Applicable tax preference
According to the audit report of Shenzhen huaxinke, the confirmation of the target company and the verification of our lawyers, Suzhou huaxinke enjoyed the following tax preferences from July to December 2021:
According to the notice of the Ministry of Finance and the State Administration of Taxation on implementing the preferential tax reduction and exemption policy for small and micro enterprises (CS [2019] No. 13), from January 1, 2019 to December 31, 2021, the part of the annual taxable income of small and micro profit enterprises that does not exceed 1 million yuan will be included in the taxable income at a reduced rate of 25%, Pay enterprise income tax at the rate of 20%; The part of the annual taxable income exceeding 1 million yuan but not exceeding 3 million yuan shall be included in the taxable income at a reduced rate of 50%
