Beijing Zhonglun law firm
About Shanghai Precise Packaging Co.Ltd(300442)
Replacing major assets, issuing shares to purchase assets and raising supporting funds and related party transactions
Supplementary legal opinion (VI)
February, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Qingdao Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
Part I reply to audit inquiry letter- 4 -
1、 Question 1 of the audit inquiry letter- 4 -
2、 Question 2 of the audit inquiry letter- 11 -
Part II update of changes in this transaction- 16 -
1、 Approval of this transaction- 16 -
2、 Related party transactions and horizontal competition- 17 -
3、 Information disclosure of this transaction- 18 -
4、 Conclusion- 18 -
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Shanghai Precise Packaging Co.Ltd(300442)
Supplementary legal opinions on replacement of major assets, issuance of shares, purchase of assets, raising of supporting funds and related party transactions (Ⅵ)
To: Shanghai Precise Packaging Co.Ltd(300442)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") is entrusted by Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as " Shanghai Precise Packaging Co.Ltd(300442) " or "listed company") to replace Shanghai Precise Packaging Co.Ltd(300442) with assets Special legal adviser for purchasing 100% equity of Runze Technology Development Co., Ltd. (hereinafter referred to as "Runze technology" or "target company") by issuing shares and raising supporting funds and related party transactions (hereinafter referred to as "this transaction").
Our lawyers have issued to Shanghai Precise Packaging Co.Ltd(300442) the legal opinions of Beijing Zhonglun law firm on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets and raising supporting funds and related party transactions, and the special verification opinions of Beijing Zhonglun law firm on the inquiry letter of Shenzhen Stock Exchange on the reorganization of Shanghai Precise Packaging Co.Ltd(300442) Special verification opinions of Beijing Zhonglun law firm on the inquiry letter of Shenzhen Stock Exchange on the restructuring of Shanghai Precise Packaging Co.Ltd(300442) (inquiry letter of gem licensed restructuring [2021] No. 7); supplementary legal opinions of Beijing Zhonglun law firm on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to purchase assets, raising supporting funds and related party transactions (I)) Supplementary legal opinion of Beijing Zhonglun law firm on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets and raising supporting funds and related party transactions (II); supplementary legal opinion of Beijing Zhonglun law firm on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets and raising supporting funds and related party transactions (III) Beijing Zhonglun law firm's supplementary legal opinion on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions (IV); Beijing Zhonglun law firm's supplementary legal opinion on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions (V) (hereinafter collectively referred to as "Legal opinion").
On December 30, 2021, the listing audit center of Shenzhen Stock Exchange issued "audit letter [2021] No. 030023" the third round of audit inquiry letter on Shanghai Precise Packaging Co.Ltd(300442) applying for major asset replacement, issuing shares to purchase assets, raising supporting funds and related party transactions (hereinafter referred to as "audit inquiry letter"). According to the audit report of Runze Technology Development Co., Ltd. "Rong Cheng Shen Zi [2021] No. 230z4269" and the report on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) updated and issued by Rongcheng Certified Public Accountants (special general partnership), According to the further requirements of Shenzhen Stock Exchange, Further check and verify the part of the audit inquiry letter involving our lawyers, and issue the supplementary legal opinion of Beijing Zhonglun law firm on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets, raising supporting funds and related party transactions (VI) (hereinafter referred to as "this supplementary legal opinion").
Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion.
In order to issue this supplementary legal opinion, our lawyers have checked and verified the relevant issues involved in this supplementary legal opinion in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this supplementary legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
This supplementary legal opinion is inseparable from the above legal opinion. For matters not expressed in this supplementary legal opinion, the above-mentioned legal opinion shall prevail; If the opinions expressed in this supplementary legal opinion are different from the above-mentioned legal opinion, or the above-mentioned legal opinion is not disclosed or expressed, this supplementary legal opinion shall prevail.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue the following supplementary legal opinions:
Part I reply to audit inquiry letter
1、 Question 1 of audit inquiry letter
"The reply document shows that: (1) the calculation of each related interest income and expense of Runze Technology Development Co., Ltd. (hereinafter referred to as Runze technology or the target company) is calculated by multiplying the weighted average fund balance at the end of each period by the weighted average interest rate; (2) The weighted average interest rates from January to June in 2018, 2019, 2020 and 2021 are 31.54%, 30.27%, 6.81% and 6.65% respectively. After March 2021, the balance of capital transactions between the subject company and its related party Tiantong communication network Co., Ltd. (hereinafter referred to as "Tiantong communication") is the credit balance; (3) There was a clerical error in the commitment to avoid capital occupation issued by Beijing Tianjin Hebei Runze and Zhou Chaonan, and the starting time of the commitment was changed from April 16, 2020 to April 16, 2021; (4) During the reporting period, in order to meet the requirements of entrusted payment, the target company has transferred back some loan funds of financial institutions through suppliers (re lending behavior). After the above funds are transferred back to the target company, they are still used for data center construction, and the relevant funds do not involve interest. The target company has completely stopped the above re lending behavior before December 31, 2019.
Please explain: (1) calculate the specific amount of interest income and expenses in each period of the reporting period based on the actual amount and actual interest rate of the funds lent and borrowed by related parties; (2) The target company calculates the interest income and expenses arising from inter-bank borrowing of related parties by multiplying the weighted average fund balance at the end of each period by the weighted average interest rate, whether it can truly, accurately and completely reflect the interest income and expenses of the target company, and whether it complies with the provisions of the accounting standards for business enterprises that income and expenses cannot offset each other and cannot be presented in net amount, if so, Please provide sufficient and objective facts and rules; If not, please correct and disclose relevant financial data, and explain the amount and proportion of impact on relevant financial subjects; (3) After March 2021, in order to solve the problem of fund occupation of the target company by Tiantong communication and the reasons for over returning the funds of the target company, please compare the 2021 of the target company in combination with the source and cost of the funds required to return the funds occupied by Tiantong communication during the reporting period
The annual borrowing capital cost, etc., indicating the rationality of the target company calculating the interest expense at 6.81% and 6.65% in 2020 and 2021 respectively, and whether the target company Tiantong communication bears the capital cost; If not, please explain the reason why Tiantong communication borrowed funds from the target company and the rationality that the target company still needs to bear the interest expense for the overpayment of Tiantong communication; (4) Combined with the time when Beijing Tianjin Hebei Runze and Zhou Chaonan made the commitment for the first time and the starting time of the commitment, explain whether the modification of the content of the commitment constitutes a change of commitment and a breach of commitment; (5) Whether the specific rectification of the above-mentioned re lending behavior complies with the specific provisions of question 25 of the examination and answer of the initial public offering and listing of shares on the gem of Shenzhen Stock Exchange.
Independent financial advisers, accountants and lawyers are invited to verify the above matters and give special verification opinions. "
reply:
(I) calculate the specific amount of interest income and expenses in each period of the reporting period based on the actual amount and actual interest rate of the funds lent and borrowed by related parties
According to the confirmation of Runze technology, during the reporting period, the interest income and expenses of each period in the reporting period are calculated based on the actual amount of funds lent and borrowed by related parties. The specific amount is as follows:
Unit: 10000 yuan
January October 2021 2020 2019 2018
Interest income -975.94 -3929.00 -1485.16 -424.65
Interest expense -- 583.99 2580.64
Net cost of capital use -975.94 -3929.00 -901.17 2155.99
Note: in the above table, the interest rates of the funds borrowed by related parties and the funds lent by the target company are the weighted average interest rates of each year.
According to the confirmation of Runze technology, the interest calculation process of each period is detailed in Annex I: interest calculation process of each period of this supplementary legal opinion.
(II) after March 2021, in order to solve the fund occupation of the target company, Tiantong communication returned the target company's funds in excess. Please combine the source and cost of funds required to return the fund occupation during the reporting period of Tiantong communication, and compare the cost of funds borrowed by the target company in 2021, and explain that the target company increased by 6.81% in 2020 and 2021 respectively 6.65% the rationality of calculating the interest expense and whether the company with Tiantong communication as the subject company bears the capital cost; If not, please explain the reason why Tiantong communication borrowed funds from the target company and the rationality that the target company still needs to bear the interest expense for the overpayment of Tiantong communication
1. After March 2021, in order to solve its occupation of the funds of the target company, Tiantong communication returned the funds of the target company in excess
In February 2021, the related party Runze digital signed the trust loan contract with Ping An Trust Co., Ltd. (hereinafter referred to as "Ping An Trust"), and the related party Runze digital borrowed money from Ping An Trust to solve the problem of fund occupation. According to the trust loan contract, the purpose of the loan under the trust loan contract is to "pay 100% equity transfer payment of Langfang Runze data industry development Co., Ltd. to Runze Technology Development Co., Ltd.". Therefore, after Ping An Trust granted loans to Runze digital in March 2021, Runze digital paid relevant funds to Runze technology in accordance with the trust loan contract to solve the problem of fund occupation. Since Tiantong communication has successively raised part of the funds in January and February 2021 and paid them to Runze technology to repay its capital occupation of Runze technology, the related parties have exceeded the funds of the target company after the issuance of Ping An Trust Loan.
