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 (V)
December, 2001
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Beijing ShanghaiShenzhen Guangzhou Wuhan Chengdu ChongqingQingdaoHangzhouNanjing Haikou TokyoHong Kong LondonNew York Los Angeles San Francisco Almaty
catalogue
1、 Approval of this transaction- 4 - II. Assets to be placed in this transaction- 5 - III. assets to be purchased in this transaction- 18 - IV. related party transactions and horizontal competition- 20 - V. information disclosure of this transaction- 23 - VI. conclusion- 24 -
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Beijing Zhonglun law firm
About Shanghai Precise Packaging Co.Ltd(300442)
Supplementary legal opinions on major asset replacement, issuance of shares, purchase of assets, raising supporting funds and related party transactions (5)
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 purchase 100% equity of Runze Technology Development Co., Ltd. (hereinafter referred to as "Runze technology" or "target company") and raise 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 opinion 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 (hereinafter referred to as "legal opinion") and the legal opinion of Beijing Zhonglun law firm on
<深圳证券交易所关于对 Shanghai Precise Packaging Co.Ltd(300442) 的重组问询函>
Special verification opinions of Beijing Zhonglun law firm on
<深圳证券交易所关于对 Shanghai Precise Packaging Co.Ltd(300442) 的重组问询函>
(inquiry letter on GEM permitted restructuring [2021] No. 7), supplementary legal opinion (I) 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 Beijing Zhonglun law firm's special verification opinions on Shanghai Precise Packaging Co.Ltd(300442) abnormal performance before major asset restructuring or matters related to the proposed assets in the restructuring, and Beijing Zhonglun law firm's special verification opinions on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets, raising matching funds and insider trading of related party transactions Beijing Zhonglun law firm's supplementary legal opinion on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets and raising supporting funds and related party transactions (II), Beijing Zhonglun law firm's supplementary legal opinion on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to buy assets and raising supporting funds and related party transactions (III) Supplementary legal opinion 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 (IV).
Lixin Zhonglian Certified Public Accountants (special general partnership) audited the financial statements of the last three years and the first period (hereinafter referred to as the "reporting period", including 2018, 2019, 2020 and January October 2021), and issued the "Lixin Zhonglian Shen Zi [2021] d-0803" audit report (hereinafter referred to as the "updated audit report of invested assets") ）， Rongcheng Certified Public Accountants (special general partnership) audited the financial report placed in the asset reporting period and issued the "Rongcheng Shenzi [2021] No. 230z4226" audit report (hereinafter referred to as "Runze technology update audit report"). Combined with the period from July 1, 2021 to October 31, 2021 (hereinafter referred to as "supplementary reporting period") ）The lawyers of the exchange conducted supplementary verification on the listed company and the target company. We hereby issue the supplementary legal opinion (V) of Beijing Zhonglun law firm on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the "supplementary legal opinion") based on the supplementary verification of the exchange.
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.
The firm and its handling lawyers shall act in accordance with the securities law, the measures for the administration of securities legal business of 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 existed before the issuance date of this supplementary legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and have been fully verified to 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 is willing to bear corresponding legal liabilities.
This supplementary legal opinion is inseparable from the above legal opinion / special verification opinion. For matters not expressed in this supplementary legal opinion, the above legal opinion / special verification opinion shall prevail; If the opinions expressed in this supplementary legal opinion are different from the above legal opinion / special verification opinion, or the above legal opinion / special verification opinion has not been 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:
1、 Approval of this transaction
(i) Approvals and authorizations obtained
According to the notice, proposal and resolution of the 35th meeting of the third board of directors, the 37th meeting of the third board of directors, the 39th meeting of the third board of directors, the 43rd meeting of the third board of directors and the first extraordinary general meeting in 2021 provided by the listed company and verified by the lawyers of the exchange:
1. The listed company has made a resolution to approve the transaction in accordance with legal procedures;
2. As of the issuance date of this supplementary legal opinion, the approval of the general meeting of shareholders of the listed company on this transaction and the authorization to the board of directors are still within the validity period.
（2） Pending approvals and authorizations
The approval and authorization required for this transaction are as follows:
1. This transaction still needs to pass the review of Shenzhen Stock Exchange;
2. This transaction still needs to be registered with the CSRC;
3. Other approvals or approvals that may be involved as required by relevant laws and regulations.
In conclusion, our lawyers believe that the decision-making procedures performed by Shanghai Precise Packaging Co.Ltd(300442) comply with the provisions of relevant laws, regulations, normative documents and Shanghai Precise Packaging Co.Ltd(300442) articles of association, which are legal and effective; The transaction has performed the approval or authorization procedures that should be performed as of the issuance date of this supplementary legal opinion, and the relevant approval and authorization procedures that have been obtained are legal and effective.
2、 Assets to be placed in this transaction
(i) Basic information of Runze Technology
During the supplementary reporting period, the business scope of Runze technology changed. According to the business license with the unified social credit code of 911310016934666708 issued by the administrative examination and approval Bureau of Langfang Economic and Technological Development Zone held by Runze technology on August 24, 2021, and after querying the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）, the basic information of Runze technology is as follows:
Enterprise name: Runze Technology Development Co., Ltd
Unified social credit code 911310016934666708
Address: No. 9, Louzhuang Road, Langfang Economic and Technological Development Zone
Legal representative: Zhou Chaonan
The registered capital is 562130279 yuan
Enterprise type: limited liability company (invested or controlled by natural person)
Data processing and storage services; Technology promotion and service; Data center (IDC), it industry R & D; information value-added services, it industry incubation services; providing network pipeline promotion services; business scope: Internet access and related services; Internet information services; information system integration services; information technology consulting services; telecommunications services. (business activities can be carried out only after the approval of relevant departments for projects subject to approval according to law)
Operation period: August 13, 2009 to August 12, 2059
Date of establishment: August 13, 2009
（2） Foreign investment of Runze Technology
According to the information provided by Runze technology and the lawyer of the firm, the national enterprise credit information publicity system is queried（ http://www.gsxt.gov.cn./index.html ）, as of October 31, 2021, the changes of Runze technology's foreign investment are as follows:
1. Holding subsidiaries
(1) Zhejiang zeyue
During the supplementary reporting period, the business scope of Zhejiang zeyue changed. According to Pinghu market supervision and Administration
The business license issued by the bureau to Zhejiang zeyue on August 30, 2021 and queried the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）, the basic information of Zhejiang zeyue is as follows:
Enterprise name Zhejiang zeyue Information Technology Co., Ltd
Unified social credit code 91330482ma2d02cf7a
Address: room 107, building 6, No. 139, Chuangxin Road, Xindai Town, Pinghu City, Jiaxing City, Zhejiang Province
Legal representative: Li Li
Registered capital: RMB 500 million
Enterprise type: limited liability company (invested or controlled by natural person)
General items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Data processing and storage support services; Software development; Software sales; Information system integration service; Information technology consulting services; Computer and office equipment maintenance (except for the items whose business scope must be approved according to law, carry out business activities independently according to law with the business license). License project: Internet information service; Class I value-added telecommunications services; Category II value-added telecommunications services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
Operation period: April 29, 2020 to long term
Date of establishment: April 29, 2020
As of the issuance date of this supplementary legal opinion, Runze technology holds 65% of the equity of Zhejiang zeyue.
(2) Chongqing Runze
During the supplementary reporting period, the business scope of Chongqing Runze changed. According to the business license issued by Chongqing Jiulongpo District market supervision and Administration Bureau to Chongqing Runze on August 24, 2021, and through inquiry into the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）, the basic information of Chongqing Runze is as follows:
Enterprise name
