Xinjiang baikunyaxuan law firm
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Leon Technology Co.Ltd(300603)
The commitment to recover accounts receivable from the issuance of shares and the payment of cash for the purchase of assets and the raising of supporting funds involves the repurchase and cancellation of shares held by the counterparty
Legal opinion
Pkzzz [2022] No. 02
Xinjiang baikunyaxuan law firm
XINJIANG BAIKUNYAXUAN LAW FIRM
February, 2002
Xinjiang baikunyaxuan law firm
About Leon Technology Co.Ltd(300603)
Legal opinion on the issue of shares and the payment of cash for the purchase of assets and the collection of supporting funds involving the repurchase and cancellation of shares held by the counterparty
Bai Kun Zheng Zhuan Zi [2022] No. 02 to: Leon Technology Co.Ltd(300603)
Xinjiang baikunyaxuan law firm (hereinafter referred to as “the firm”) is entrusted as the legal adviser of Leon Technology Co.Ltd(300603) (hereinafter referred to as ” Leon Technology Co.Ltd(300603) ” or “listed company” or “company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of major asset restructuring of listed companies In accordance with the provisions of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of law firms engaging in securities legal business and the articles of association of Leon Technology Co.Ltd(300603) , and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The company purchased 100% equity of wochi technology from all shareholders of Hangzhou wochi Technology Co., Ltd. (hereinafter referred to as “wochi technology”) by issuing shares and paying cash Purchase 100% equity of Guangzhou Dayi Internet Technology Co., Ltd. (hereinafter referred to as “Dayi Internet”) from all shareholders of Guangzhou Dayi Internet Technology Co., Ltd. (hereinafter referred to as “this transaction”) by issuing shares and paying cash. This legal opinion is issued on the issue that the performance commitment parties of wachi technology and freshman Internet need to repurchase and cancel their shares due to the failure to realize the recovery commitment of accounts receivable.
In order to issue this legal opinion, we and our lawyers make the following statement:
For the purpose of issuing this legal opinion, we have obtained the following guarantee from the company: the company has provided us with the authentic original written materials, copies or oral testimony required for issuing this legal opinion: the relevant copies or copies provided by the company to us are consistent with the original.
We promise that our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the important legal matters related to the cancellation of this repurchase, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
The exchange only gives opinions on legal issues related to the cancellation of this repurchase, and does not give opinions on non legal professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in relevant accounting reports, audit reports and asset evaluation reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange does not have the appropriate qualification to verify and evaluate such data.
This legal opinion is only for the purpose of the company’s repurchase cancellation, and shall not be used for any other purpose. The exchange agrees that the company will take this legal opinion as the necessary legal document for the cancellation of this repurchase, announce it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
In accordance with the recognized professional standards, ethics and the spirit of diligence in the lawyer industry, and on the basis of full verification and verification of relevant documents and facts, our lawyers issue the following legal opinions:
1、 Basic information of this transaction
(I) approval and authorization of this transaction
1. Internal approval and authorization of Leon Technology Co.Ltd(300603)
On July 30, 2018, the 25th meeting of the second board of directors of Leon Technology Co.Ltd(300603) deliberated and adopted the proposal on the compliance of the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions with relevant laws and regulations, the proposal on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions The proposal on this major asset restructuring constituting related party transactions, the proposal on the agreement on issuing shares and paying cash to purchase assets with effective conditions signed by the company and relevant subjects, and the proposal on the performance compensation agreement with effective conditions signed by the company with Jinpo and its persons acting in concert and Qian Chifeng and their persons acting in concert respectively The proposal on , and other proposals related to this transaction.
On August 23, 2018, the 26th meeting of the second board of directors of Leon Technology Co.Ltd(300603) deliberated and adopted the proposal on adjusting the scheme of the company issuing shares and paying cash to buy assets and raising supporting funds and related party transactions, the proposal on the draft of the company issuing shares and paying cash to buy assets and raising supporting funds and related party transactions (Revised Draft) and its summary Proposal on the supplementary agreement of the compensation agreement signed between the company and the counterparty.
On September 13, 2018, Leon Technology Co.Ltd(300603) the fourth extraordinary general meeting of shareholders in 2018 deliberated and approved the proposal on the compliance of the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions with relevant laws and regulations, the proposal on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions The proposal on this major asset restructuring constituting related party transactions, the proposal on the agreement on issuing shares and paying cash to purchase assets signed by the company and relevant subjects with effective conditions Proposals related to this transaction, such as the proposal on the performance compensation agreement with effective conditions signed by the company with Jinpo and its persons acting in concert and Qian Chifeng and their persons acting in concert.
On November 15, 2018, the 30th session of the second session of the board of directors of Leon Technology Co.Ltd(300603) deliberated and approved the proposal on updating the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (Revised Version) and its summary, and the proposal on the extended audit of the subject company of this transaction Proposal on updating the review report of this transaction and preparing financial statements and notes for reference.
2. Approval of China Securities Regulatory Commission
On December 26, 2018, the China Securities Regulatory Commission issued the reply on approving Leon Technology Co.Ltd(300603) to issue shares to Jinpo and others to purchase assets and raise supporting funds (zjxk [2018] No. 2183) to approve this transaction.
(II) implementation of this restructuring transaction
1. Implementation of asset transfer
(1) According to the business license (Unified Social Credit Code: 91330104574377317b) issued by Hangzhou market supervision and Administration Bureau and the lawyer of this firm’s inquiry into the national enterprise credit information publicity system, 100% equity of Hangzhou wochi Technology Co., Ltd. has been changed and registered under the name of Leon Technology Co.Ltd(300603) on January 8, 2019. According to the business license (Unified Social Credit Code: 91440115797360002m) issued by Guangzhou Administration for Industry and commerce, and through the lawyer’s inquiry of the national enterprise credit information publicity system, the 100% equity of freshman Internet has been changed and registered under the name of Leon Technology Co.Ltd(300603) on January 10, 2019.
(2) On January 11, 2019, Lixin Certified Public Accountants (special general partnership) issued the capital verification report (xksbz [2019] No. za10020). After verification, as of January 11, 2019, Leon Technology Co.Ltd(300603) accumulated registered capital was 145473916 yuan (including 42973916 yuan of newly increased registered capital) and accumulated share capital was 145473916 shares.
(3) On January 22, 2019, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch issued the confirmation of acceptance of share registration application, and the listed company has completed the registration application procedures for the new 42973916 shares of assets purchased by issuing shares. After the issuance of shares, the total number of shares of Leon Technology Co.Ltd(300603) was changed to 145473916 shares.
2. Implementation of raising supporting funds
The issuance price of the supporting funds raised in this transaction is determined to be 27.06 yuan / share, the number of shares issued is 16400589, and the total amount of funds raised is 443799938.34 yuan. The subscription objects and relevant placing conditions finally determined are as follows:
Serial number name or name of issuing object number of shares (shares) placement amount (yuan)
1 Ding Xiangdong 5617147 151999997.82
2 Ningbo Meishan free trade port Dingxing Dingtai equity investment partnership (limited partnership) 3614190 97799981 forty
3 Zheng poli 3584626 96999979 fifty-six
4 Xinjiang Deyuan Tianfu equity investment partnership (limited partnership) 3584626 969999 fifty-six
Total 16400589 443799938.34
On April 19, 2019, Lixin Certified Public Accountants (special general partnership) issued the capital verification report (Xin Kuai Shi Bao Zi [2019] No. za12562), which verified that as of April 19, 2019, the issuer had issued 16400589 RMB ordinary shares (A shares) in this non-public offering, with a total raised capital of 443799938.34 yuan, The raised capital after deducting the underwriting fee of 12560375.61 yuan is 431239562.73 yuan; After deducting 9425374.51 yuan of intermediary fees and other expenses for this issuance, the net amount of funds actually raised was 421814188.22 yuan. Among them, the newly increased registered capital is 16400589 yuan and the capital reserve is 405413599.22 yuan.
On April 19, 2019, China Securities Depository and Clearing Co., Ltd. Shenzhen Branch issued the confirmation of acceptance of share registration application, and Leon Technology Co.Ltd(300603) has completed the registration application procedures for the new 16400589 shares of the raised matching funds. After the issuance of shares, the total number of shares of Leon Technology Co.Ltd(300603) was changed to 161874505 shares.
In conclusion, the issuance of shares and the payment of cash to purchase assets and raise supporting funds of the company have been completed in April 2019.
(III) compensation agreement on the recovery commitment of accounts receivable in this transaction
1. Wochi technology accounts receivable recovery commitment and compensation agreement
On June 26, 2018, Leon Technology Co.Ltd(300603) and Jin Po, the transferor of wochi technology assets, Hangzhou xuanxi investment management partnership (limited partnership) (hereinafter referred to as “xuanxi investment”), Shanghai Taiwo enterprise management partnership (limited partnership) (hereinafter referred to as “Shanghai Taiwo”), Li Zhangqing Wang Jianguo (hereinafter referred to as the performance commitment party or the subject of compensation obligation) signed the performance compensation agreement between Leon Technology Co.Ltd(300603) and Jinpo and its persons acting in concert, which stipulates that if the balance of accounts receivable of wochi technology as of December 31, 2020 is not recovered within one year after the end of the performance commitment period, Jinpo shall be responsible for buying out in cash before December 31, 2021. If the purchased accounts receivable are remitted to wachi technology by the customer after the period, wachi technology shall pay Jinpo. If Jinpo fails to buy out the above accounts receivable in cash before December 31, 2021, Jinpo shall give additional compensation to the listed company with its shares of the listed company. The calculation formula of the number of additional compensation shares = (balance of uncollected accounts receivable – cash buyout amount) / the issue price. If the accounts receivable that have not been bought out are recovered after the period, they will no longer be paid to Jinpo.
If the listed company implements conversion or share distribution in the commitment year, the number of additional compensation shares shall be adjusted accordingly. After adjustment, the number of additional compensation shares = the number of additional compensation shares * (1 + conversion or share distribution ratio).
If the listed company has cash dividends during the performance commitment period, the subject of compensation obligation shall return the remaining dividend income corresponding to the separately compensated shares calculated according to the above formula after deducting the paid tax burden to the listed company free of charge.
2. Freshman Internet accounts receivable recovery commitment and compensation agreement
On June 20, 2018, Leon Technology Co.Ltd(300603) signed the performance compensation agreement between Leon Technology Co.Ltd(300603) and Qian Chifeng and his collaborators, the transferor of freshman Internet assets. The agreement stipulates that the balance of accounts receivable of freshman Internet as of December 31, 2020 has not been fully recovered within 9 months after the end of the performance commitment period.
After the performance commitment period of the compensation subject ends, the amount of compensation to be calculated in the next year shall be calculated according to the following formula
