Beijing Tianyuan law firm
Notice on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (III)
(Revised Version)
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Poco Holding Co.Ltd(300811)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (III)
Jtgz (2021) No. 431-4 to: Poco Holding Co.Ltd(300811)
According to the entrustment agreement of special legal counsel signed between Beijing Tianyuan law firm (hereinafter referred to as the firm) and Poco Holding Co.Ltd(300811) (hereinafter referred to as the issuer or the company), the firm acted as the special Chinese legal counsel for the company’s issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the issuance) and issued legal opinions.
The exchange has complied with relevant laws and regulations such as the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation) The provisions of the regulations and other normative documents have issued the legal opinion on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the legal opinion) jtgz (2021) No. 431 for this issuance Jtgz (2021) No. 431-1 lawyer’s work report on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as lawyer’s work report), jtgz (2021) No. 431-2 supplementary legal opinion (I) on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as supplementary legal opinion I) Jtgz (2021) No. 431-3 supplementary legal opinion on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (II) (hereinafter referred to as supplementary legal opinion II) and other legal documents, The above-mentioned legal opinions, lawyer work report, supplementary legal opinions I and supplementary legal opinions II (hereinafter collectively referred to as the original lawyer’s documents) have been submitted to Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) together with other application materials of the issuer for this issuance as legal documents.
Due to the changes in the relevant conditions of the issuer between the issuance date of supplementary legal opinion I and the issuance date of this supplementary legal opinion (i.e. September 14, 2021 to November 12, 2021, hereinafter referred to as the supplementary verification period), the reporting period of this issuance and listing has changed (the reporting period has been changed from January 1, 2018 to September 30, 2021), The lawyer of our firm has comprehensively checked the changes during the supplementary verification and issued this supplementary legal opinion.
This supplementary legal opinion is a supplement to the original lawyer’s document and constitutes an integral part of the above-mentioned document. The premise and statement of legal opinion in the original lawyer’s document of the office 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 lawyer’s document; If the original lawyer’s document is inconsistent with this supplementary legal opinion, this supplementary legal opinion shall prevail. This supplementary legal opinion is only for the purpose of this issuance of the company, and shall not be used for any other purpose without the written consent of the exchange. The exchange agrees to take this supplementary legal opinion as the necessary legal document for this issuance application, report it together with other application materials, and bear corresponding legal liabilities according to law.
Based on the above, the office and the handling lawyer issue this supplementary legal opinion in accordance with relevant laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
catalogue
Text 5 the first section is about the supplement and update of the reply to the inquiry letter 5 I. supplement and update of the reply to question 1 of the inquiry letter five
2、 Supplement and update on the reply to question 3 of the inquiry letter eleven
3、 Supplement and update on the reply to question 4 of the inquiry letter Section II supplement and update of the original lawyer’s documents 15 I. approval and authorization of this offering 15 II. The issuer’s subject qualification for this offering 16 III. substantive conditions of this offering 16 IV. independence of the issuer 21 v. major shareholders and actual controllers of the issuer 22 VI. share capital and evolution of the issuer 22 VII. Business of the issuer 23 VIII. Related party transactions and horizontal competition 24 IX. main property of the issuer 33 X. major creditor’s rights and debts of the issuer 35 Xi. Major asset changes and mergers and acquisitions of the issuer 36 XII. Formulation and amendment of the articles of association of the issuer 36 XIII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 36 XIV. Directors, supervisors and senior managers of the issuer and their changes 37 XV. Tax of the issuer 37 XVI. Environmental protection, product quality, labor and social security of the issuer 38 XVII. Application of funds raised by the issuer 38 XVIII. Business development objectives of the issuer 38 XIX. Litigation, arbitration and administrative punishment 38 XX. Evaluation of the legal risk of the issuer’s prospectus 39. General concluding observations forty
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Section I supplement and update on the reply to the inquiry letter I. supplement and update on the reply to question 1 of the inquiry letter
On question 1 of the inquiry letter “(3) the main reasons for the negative net cash flow generated by the issuer’s recent operating activities; whether the operating cash flow matches the net profit and operating income scale of the same period, and the rationality of the large difference; up to now, whether the issuer’s cash flow level complies with the provisions of the examination and answer of securities issuance and listing of companies listed on GEM” Supplement and update of
(I) the main reason for the negative net cash flow from the issuer’s operating activities in the latest period
According to the issuer’s report for the third quarter of 2021, the cash flow generated by the issuer’s latest operating activities is as follows:
Unit: Yuan
Project from January to September 2021
Cash received from selling goods and providing labor services 24434129854
Tax refund received 122355488
Other cash received related to operating activities: 895362496
Subtotal of cash inflow from operating activities 25451847838
Cash paid for purchasing goods and receiving labor services 13956349595
Cash paid to and for employees 9884996884
Taxes paid 4471933257
Other cash paid related to operating activities 1623701233
Subtotal of cash outflow from operating activities 29936980969
Net cash flow from operating activities -4485133131
From January to September 2021, the net cash flow from the issuer’s operating activities was -4485133131 yuan, which was mainly due to the high proportion of receivables settled by acceptance bills, the time difference between the collection time and the payment time, and the large amount of cash outflow from operating activities. The details are as follows:
1. The company’s accounts receivable and acceptance bills account for a relatively high proportion, and the mismatch between the collection time point and the payment time point leads to a negative net cash flow from operating activities under the condition of the growth of the company’s business scale
(1) The company’s accounts receivable and acceptance bills account for a relatively high proportion
According to the audit report and the report of the third quarter of 2021 in the reporting period of the issuer, during the reporting period, the operating revenue of the issuer was mainly generated by alloy soft magnetic particle core products, and there was no significant change in the product structure of the company.
The company’s customers are mainly the first-class suppliers of leading enterprises in photovoltaic power generation, variable frequency air conditioning, UPS power supply and other industries, and there is no significant change during the reporting period. The settlement cycle of the company’s main customers is mainly 90-120 days (excluding 120 days), and the bank acceptance bill is mainly used for payment settlement. Considering that the acceptance risk of the above bills is relatively low and can be transferred to upstream suppliers through bill endorsement in the company’s raw material procurement, during the reporting period, in order to maintain long-term cooperation with major customers, the company accepted customers to settle the corresponding payment with acceptance bills on the premise of ensuring the relative stability of working capital. Affected by the above settlement methods, the cash received by the company from selling goods and providing labor services in each period of the reporting period is less than the current operating income.
(2) There is a time difference between the time point of sales collection and the time point of purchase payment, and the scale of cash payment is large
In the composition of the issuer’s operating costs, the relatively high energy and power, purchased nitrogen and labor costs need to be settled in cash, which is a rigid expenditure. When the bill settlement accounts for a relatively high proportion of the company’s sales receipts, the scale of the acceptance bills endorsed and transferred by the company in each period is limited, while the cash paid for purchasing goods and receiving labor services, the cash paid to and for employees and the cash paid for various taxes are relatively large. Therefore, There is a large time difference between cash outflow from operating activities and cash inflow from operating activities, resulting in negative net operating cash flow during business growth.
2. From January to September 2021, the growth rate of cash outflow from operating activities was significantly higher than that of operating income
According to the issuer’s report for the third quarter of 2021, from January to September 2021, the comparison between the increase of cash outflow from the company’s main operating activities and the increase of operating income in the same period is as follows:
Unit: 10000 yuan
Change range of the project from January to September 2021 and from January to September 2020
Operating income 52225333379512 54.54%
Cash paid for purchasing goods and receiving labor services 1395635580976 140.22%
Cash paid to and for employees 988500558001 77.15%
Change range of the project from January to September 2021 and from January to September 2020
Taxes paid 447193279261 60.13%
According to the interview with the financial director of the issuer, from January to September 2021, the cash paid by the issuer for purchasing goods and receiving labor services increased significantly compared with the same period last year, mainly due to the rise in the price of raw materials, resulting in the increase of raw material procurement expenditure under the condition of the same amount of procurement; At the same time, on the premise of ensuring the supply of raw materials, the issuer appropriately increased the proportion of cash settlement in raw material procurement in order to reasonably increase the procurement reserve of raw materials and increase the bargaining space of the company in procurement; On the other hand, the company’s business scale grew. According to the production scheduling plan, the company prepared raw materials in advance, resulting in an increase in procurement expenditure compared with the same period last year.
From January to September 2021, the cash paid by the issuer to and for employees increased significantly compared with the same period last year, mainly because the company’s year-end bonus in 2020 increased compared with 2019 with the growth of the issuer’s business, resulting in the year-end bonus paid in the first quarter of 2021
