About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Supplementary legal opinion (III)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11&12F., Taiping finance tower, 6001 Yitian Road, Futian, Shenzhen, China Tel. (0755) 8826 5288 fax.: (0755) 8826 5537
Website: http://www.shujin.cn.
Guangdong Xinda law firm
About Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Public issuance of convertible corporate bonds
Supplementary legal opinion (III)
Xinda Zaiyi Zi [2021] No. 001-3 to: Shenzhen Strongteam Decoration Engineering Co.Ltd(002989)
Guangdong Xinda law firm (hereinafter referred to as "Xinda") has accepted the entrustment of Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) (hereinafter referred to as "the issuer") to provide special legal advisory services for the issuer's public issuance of convertible corporate bonds, and has issued the lawyer's work report on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (hereinafter referred to as "the original lawyer's work report") The legal opinion on Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible corporate bonds (hereinafter referred to as the "original legal opinion"), and checked the matters that may affect the original lawyer's work report and the original legal opinion in the issuer's business operation after the issuance of the original lawyer's work report and the original legal opinion, Supplementary legal opinion (I) and supplementary legal opinion (II) were issued respectively. Now, lawyer Xinda has checked the issues requiring lawyers' opinions in the letter on making preparations for the Shenzhen Strongteam Decoration Engineering Co.Ltd(002989) public issuance of convertible bonds issuance and examination committee meeting issued by the issuance and supervision department of China Securities Regulatory Commission, and issued this supplementary legal opinion (III).
Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted supplementary verification and verification on the legitimacy, authenticity and accuracy of the issuer's relevant business activities and the issuance application, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion (III). This supplementary legal opinion (III) must be used together with the original lawyer work report, the original legal opinion, the supplementary legal opinion (I) and the supplementary legal opinion (II). The matters stated by Xinda lawyer in the original lawyer work report, the original legal opinion, the supplementary legal opinion (I) and the supplementary legal opinion (II) and the abbreviations used are still applicable to this supplementary legal opinion (III).
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The issuer's industry is architectural decoration industry, which mainly carries out batch fine decoration business for large real estate customers. During the reporting period, rongchuang holdings and Yajule were the top five customers of the issuer. The issuer accepted the request of some real estate customers to offset the debt with real estate, and the amount of debt offset with real estate increased significantly in the last year.
The issuer is requested to: (1) explain the impact of the pilot property tax reform on the issuer's operation, whether it will have a significant adverse impact on the continuous operation, the measures and feasibility of the issuer to deal with the new deal of property tax reform, and whether the relevant risk disclosure is sufficient; (2) In combination with the recent public opinion of rongchuang holdings and Yajule, explain whether the above companies are in good operation and financial condition, whether they are listed in the negative credit list by relevant credit rating agencies, the current cooperation with the above enterprises, the formed inventory or contract assets, accounts receivable and notes receivable, Whether the asset impairment provision and risk disclosure related to the above situation are sufficient; Whether there are other real estate customers with negative public opinion; (3) The project mortgaged house is divided into three categories: obtained house certificate, delivered but not obtained house property certificate and undelivered, which respectively explain the recoverability, impairment risk, whether there are realization obstacles and whether the pricing of the project mortgaged house is significantly different from the surrounding similar houses.
The recommendation institution, the issuer's lawyer and the reporting accountant shall explain the verification basis and process, and express clear verification opinions. 1、 Explain the impact of the pilot real estate tax reform on the issuer's operation, whether it will have a significant adverse impact on the continuous operation, the measures and feasibility of the issuer to deal with the new deal of real estate tax reform, and whether the relevant risk disclosure is sufficient (I) analysis of the specific situation of real estate tax reform and its impact on the issuer's operation. 1. Overview of the historical evolution of real estate tax
China's real estate tax has experienced a long development process. It began to levy real estate tax as early as 1950, and has undergone several adjustments such as merger, independence and renaming. In 1986, the State Council promulgated the Interim Regulations of the people's Republic of China on real estate tax, which has continued to this day. The main objects of real estate tax are commercial properties, and individual non business houses are exempted from real estate tax;
On January 28, 2011, China launched the pilot measures for the reform of individual housing property tax in Shanghai and Chongqing, which is mainly aimed at the tax collection of new large-area housing transactions. The relevant pilot policies do not involve stock housing, and the tax exemption range is wide. The specific characteristics are summarized as follows:
Features Shanghai Chongqing
The residents of this city have two or more property, non registered residence, single family housing, new high-grade residential, narrow tax base new housing, no household registration, no enterprise, no job, second new houses purchased by individuals.
Exemption area: 180 square meters (the exemption area before the trial implementation of the measures: 60 square meters / person with single family), 100 square meters (high-end residence and new exemption area, per capita housing construction area in large cities: 34.6 square meters)
(2011), 37.2 square meters (2019) urban per capita housing construction area: 28.4 square meters (2011), 37.5 square meters (2019)
Tax rate: 0.4%, 0.6%, 0.5%, 1%, 1.2%
Tax calculation is based on transaction price
On October 23, 2021, the Standing Committee of the National People's Congress issued the decision on Authorizing the State Council to carry out the pilot work of real estate tax reform in some regions. According to the contents of the decision, the pilot cities of real estate tax will be expanded, and the scope of tax objects will include all kinds of real estate such as residential and non residential use. Subsequently, the State Council will formulate specific measures for the pilot of real estate tax, The people's governments of the pilot areas shall formulate specific implementation rules.
2. Brief analysis of the impact of the real estate tax reform on the real estate market
Since the specific implementation policy of this real estate tax reform has not been issued, it is unknown whether the scope of the pilot cities, the area exempted from tax, the tax rate and other important indicators of the policy have changed significantly compared with the pilot policies of Shanghai and Chongqing. Therefore, only based on the currently known information, the analysis impact is as follows: (1) in the short term, it may play a certain role in regulating the house prices of the pilot cities, The long-term impact is not expected to be significant. From the previous pilot reform in Shanghai and Chongqing, the effects of different tax models are also different. Relatively speaking, the house price inhibition effect of Shanghai pilot is better, while the effect of Chongqing pilot adjusting income structure and supplementing fiscal revenue is more significant. Therefore, in this pilot, if different tax models may affect local house prices Tax revenue and other situations have different effects.
From the perspective of the effectiveness of overseas real estate tax reform in the UK, the United States and Japan, the introduction and reform of the real estate tax system have not had a significant impact on local house prices in the short term. In the long run, house prices are fluctuating and rising, and the collection of real estate tax has little impact on this.
Therefore, China's real estate tax system may play a normative role in the short term, but in the long term, the trend of house prices depends more on local economic development, population growth and other influencing factors. (2) It is conducive to guiding rational housing consumption and curbing speculation, but the real estate demand will still support the bottom market to rise steadily
There are great structural differences in China's real estate market. Due to the large net population inflow, strong housing demand and rapid rise of house prices in the first and second tier cities, in recent years, they have continuously issued "limit rise orders" to curb the rapid rise of house prices. Therefore, it is expected that the probability of selecting these cities in the pilot of real estate tax reform is relatively large. The successive implementation of the detailed rules for the implementation of the real estate tax is expected to help curb speculation in the commercial housing market, protect the rigid demand for housing and facilitate the rational use of land resources. However, due to the strong housing demand in the first and second tier cities and the large population growth space in many new first tier cities and provincial capitals, it is expected that the real estate market in these cities will still show a stable upward trend driven by the increasing rigid demand. 3. The real estate tax reform will not have a significant adverse impact on the company's business performance. The company has actively formulated countermeasures and fully disclosed the relevant risks
The company's main business is residential batch fine decoration business, and its main customers are large real estate enterprises. The growth of the company's business scale will be affected by the fluctuation of the real estate market to a certain extent. Based on the above analysis and historical experience summary, the implementation of this real estate tax reform may have a certain impact on house prices and demand in the short term, but it will not have a significant negative impact on China's real estate market in the long term. The market space brought by the demand for just needed house purchase and the demand for improved housing is still large, which is the main direction of the company's business development. At present, the market concentration of batch fine decoration is still relatively low, which is not expected to have a significant adverse impact on the company's operating performance and sustainable operation ability.
For the possible adverse effects of the real estate tax reform, the company has actively formulated countermeasures. On the one hand, the company has carried out an overall reform of the market sector and relevant systems, giving priority to high-quality customers, giving priority to the first and second tier cities, aiming at meeting the batch fine decoration needs of ordinary residential development projects just needed, and further expanding the regional coverage and improving the accuracy of regional segmentation Deepen the business opportunity mining mechanism, achieve both "breadth" and "depth", and lay a more solid foundation for the growth of the company's business scale; On the other hand, the company will strengthen management, improve management efficiency, comprehensively improve the degree of informatization, so as to save project management costs, make full use of professional technology and project experience, improve project quality, avoid rework costs, ensure the profitability of a single project and even the company as a whole, and safeguard the fundamental interests of the company and all shareholders.
In addition, the issuer has disclosed the risk of real estate market fluctuations on the company's operating performance in "five, special risk tips" (I) the risk of real estate market fluctuations "and" section III Risk Factors "(I. policy risks)" and "(II) the risk of real estate market fluctuations" in the prospectus, And added the risk tips related to the real estate tax reform, as follows:
"The real estate industry has typical cyclical characteristics. The government's long-term regulatory policies, such as tax, credit, purchase restriction, land supply restriction, real estate tax reform and other regulatory means, may affect the real estate industry
On October 23, 2021, the Standing Committee of the 13th National People's Congress
The Committee deliberated and adopted the decision on Authorizing the State Council to carry out the pilot work of real estate tax reform in some areas. The pilot reform of real estate tax may have an important impact on the real estate price and real estate supply and demand in the pilot cities. The company's main customers are large real estate enterprises. Although the current regulation policies of the real estate industry have tended to be stable, if the regulation policies of the real estate industry continue to tighten or the prosperity of the industry continues to decline in the future, it may have an adverse impact on the promotion of the company's existing construction projects, customer payment collection and future business expansion. " 2、 In combination with the recent public opinion of rongchuang holdings and Yajule, explain whether the above companies are in good operation and financial condition, whether they are listed in the negative credit list by relevant credit rating agencies, the current cooperation with the above enterprises, the formed inventory or contract assets, accounts receivable and notes receivable, Whether the asset impairment provision and risk disclosure related to the above situation are sufficient; Whether there are other real estate customers with negative public opinion (I) rongchuang holdings and Yajule are in stable operation and good financial condition, and there is no case that they are listed in the negative credit list by relevant credit rating agencies
According to the 2021 interim financial report disclosed by rongchuang holdings and Yajule, the operation of rongchuang holdings and Yajule are relatively stable and in good financial condition. The specific operation data are shown in the table below:
Customer operating income contract sales amount new equity land reserve
Name amount year on year change amount year on year change area value
(100 million yuan) (100 million yuan) (10000 square meters) (100 million yuan)
Rongchuang 958.2 23.9 3207.6 64.3 1708.0 2135.0
Yajule 385.9 15.1 753.3 36.7 304.3 216.4
As of the issuing date of this reply, the "three red lines" and credit agency ratings of rongchuang holdings and Yajule are as follows:
Customer name
