Beijing Hairun Tianrui law firm
About yongtaiyun Chemical Logistics Co., Ltd
Initial public offering and listing
Supplementary legal opinion (III)
[2021] Hai Zi No. 31-3
Beijing, China
17 / F, broadcasting building, No.14, Jianwai street, Chaoyang District zip code: 100022
Tel: (010) 65219696 Fax: (010) 88381869
catalogue
1、 About acquisitions and goodwill 3 II. Withdrawal of the previous declaration 20 III. safety production, etc 24 IV. about external procurement 49 v. about fund verification 57 VI. about overseas subsidiaries 62 VII. About independent directors sixty-four
Beijing Hairun Tianrui law firm
About yongtaiyun Chemical Logistics Co., Ltd
Initial public offering and listing
Supplementary legal opinion (III)
[2021] Hz No. 31-3 to: yongtaiyun Chemical Logistics Co., Ltd
Entrusted by the issuer, the exchange acted as the special legal adviser for the issuer's initial public offering and listing (hereinafter referred to as "this offering and listing"), and issued the legal opinion of Beijing Hairun Tianrui law firm on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as "legal opinion") on June 17, 2021 Lawyer work report of Beijing Hairun Tianrui law firm on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as "lawyer work report"), On September 15, 2021, Beijing Hairun Tianrui law firm issued the supplementary legal opinion (I) on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as "supplementary legal opinion (I)"), The supplementary legal opinion of Beijing Hairun Tianrui law firm on the initial public offering and listing of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as "supplementary legal opinion (II)") was issued on October 29, 2021.
According to the letter on request to make preparations for the meeting of the development and Examination Committee of yongtaiyun Chemical Logistics Co., Ltd. (hereinafter referred to as "feedback") issued by the CSRC on January 28, 2022, our lawyers checked the problems raised in the feedback and issued this supplementary legal opinion, Revise, supplement or further explain the relevant contents of the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II) issued by our lawyers.
In order to issue this supplementary legal opinion, our lawyer hereby makes the following statement:
1. The lawyers of the firm shall express their legal opinions in accordance with the provisions of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance issued by the CSRC and the facts that have occurred or existed before the date of issuance of this supplementary legal opinion, as well as the current national laws, regulations, normative documents and relevant provisions of the CSRC.
2. The lawyers of the firm promise that they have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the issuer's behavior and the application for this issuance and listing, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion. 3. Our lawyers agree to take this supplementary legal opinion as the necessary legal document for the issuer's application for this issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities.
4. Our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus or in accordance with the examination requirements of the CSRC. However, when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation of the above contents. Our lawyers have the right to review and confirm the relevant contents of the prospectus of the issuer for this offering and listing.
5. In the course of work, our lawyers have obtained the guarantee of the issuer: that is, the issuer has provided our lawyers with the original written materials, copies and oral testimony that our lawyers believe are necessary for the preparation of this supplementary legal opinion, and the documents and materials provided are true, accurate, complete and effective, without concealment, falsehood and major omissions.
6. For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units as the basis for making this supplementary legal opinion.
7. Our lawyers only express opinions on legal issues related to the issuer's issuance and listing, and do not express opinions on 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 supplementary legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not properly qualified to verify and evaluate such data.
8. This supplementary legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose.
Our lawyers have fully verified and verified the documents and relevant facts provided by the issuer in accordance with the requirements of Article 19 of the securities law, and hereby express the following legal opinions:
1、 About acquisition and goodwill
About acquisition and goodwill. From 2017 to 2019, the issuer successively acquired four companies including Yonggang logistics, Sida storage and transportation, Baishi Wanbang and kemike, and formed a large amount of goodwill. At the end of each reporting period, the net book value of goodwill was 1295967 million yuan, 1412521 million yuan, 1406246 million yuan and 1403521 million yuan respectively. Among them, by the end of June 2021, Yonggang logistics was 1230648 million yuan and kemic was 123004 million yuan. The issuer acquired 65% of the equity of Yonggang logistics in November 2015, partially reversed 36% of the equity of Yonggang logistics previously acquired in September 2016, acquired 51% of the equity of Yonggang logistics in July 2017, and acquired 20% of the equity of Yonggang logistics in January 2018. The price difference between the last two acquisitions is relatively large.
Since the acquisition of Yonggang logistics, the combined net profits in 2018, 2019 and 2020 were 191569 million yuan, 309279 million yuan and 384268 million yuan respectively. The issuer holds 75% equity of bestworld.
The issuer is requested to: (1) explain the reasons and commercial rationality of the above equity acquisition; The background and reasons for the acquisition of Yonggang logistics under the condition of low profit or loss for a long time since its establishment in 2003; Whether the necessary governance decision-making process is implemented for the investment decision of acquisition; Effectiveness of integration and control measures of subsidiaries after acquisition; (2) Explain the reason and rationality of the acquisition of 65% equity of Yonggang logistics and the return of 36% of the equity, and whether there are undisclosed real reasons. Combined with the changes in the business environment, production and operation and financial status of Yonggang logistics when the equity is returned compared with that at the time of acquisition, explain the pricing basis and fairness of equity return, whether it has been evaluated, the rationality of original price return, the payment of equity transfer price and the change of registration, The reason and rationality of sun yinshao and Chen Bing, the former shareholders of Yonggang logistics, changing from direct shareholding to indirect shareholding; (3) Explain and disclose the basis and rationality of identifying relevant acquisitions as business combinations not under the same control in combination with Yonggang logistics, kemic's previous acquisition contracts, articles of association, management arrangements and other documents; (4) Explain whether Zhu yuebiao, the former shareholder of the acquisition target, has a kinship with the actual controller of the company, and the reason and rationality that Zhu yuebiao is the legal representative of Jiaxing Haitai, a subsidiary controlled by the issuer. In addition to the above acquisition, whether Zhu yuebiao has other large capital transactions with the actual controller of the company during the reporting period; (5) In combination with the appraisal reports of Yonggang logistics and kemic at the time of acquisition, analyze and compare whether various appraisal methods, calculation processes and conclusions meet the requirements of relevant appraisal standards, finally determine the pricing basis and rationality, quantitatively analyze the reasons for the formation of goodwill, whether the acquisition consideration is amortized to identifiable tangible and intangible assets, and specify whether there is any difference between the confirmation of various assets and the appraisal report, If yes, explain the reason and rationality; Explain whether the initial recognition of the company's goodwill complies with the provisions of the accounting standards, and whether there are identifiable assets that should be recognized but not identified and recognized: combined with the changes of Yonggang logistics's business environment, production and operation and financial status, explain the reasons and rationality that the first acquisition is evaluated by the asset-based method, and the second acquisition is evaluated by the income method, and the evaluation value-added is high, The reason why the book value of Yonggang logistics related assets was negative at the time of acquisition in July 2017, and whether the assets were transferred or damaged; Whether the equity transfer price is fair, and whether the issuer and the asset seller have related relationships or other interest arrangements: (6) explain whether there is performance gambling in combination with the acquisition contracts of Yonggang logistics and kemic. If so, please specify the specific situation in detail; The rationality of all counterparties' withdrawal; (7) Explain whether the prediction methods and data assumptions are consistent and whether the provision for goodwill impairment in each period of the reporting period is sufficient in combination with the financial status, business environment, evaluation and prediction at the time of acquisition, the prediction and Realization of main financial indicators of impairment test over the years, etc. of Yonggang Logistics, Sida storage and transportation, Baishi Wanbang and kemike; Test the impact of goodwill impairment on the issuer's performance in the future and whether the relevant risks have been fully revealed; In the goodwill impairment test of Yonggang logistics, due to the different discount rates of cash flow used in each period, the rationality of using the overall average growth rate of the transportation industry to calculate the cash flow: whether the key parameters used in the impairment test are sufficient or not are quite different from the actual situation of the asset group; (8) Explain the sales, procurement and non trading capital transactions between the issuer and its related parties and the acquiree and its original actual controller before and after the acquisition, whether there are fluctuations in relevant transaction prices and quantities and the reasons for the fluctuations: (9) explain the original drama and rationality of the continuous rise of the combined net profit of Yonggang logistics in the net profit of the issuer, Changes and trends in the prices of Yonggang logistics related services since the covid-19 epidemic in 2020, whether it can maintain a high gross profit margin, and whether there is a risk of major adverse changes in its business environment; Whether the issuer's performance is significantly dependent on Yonggang logistics and whether the relevant risks are fully disclosed; (10) Whether the relevant acquisition and integration risks have been fully disclosed; (11) The reason and rationality of not wholly acquiring BSM; Whether there are plans and arrangements for acquisition in the future; (12) Whether the relevant equity transfer is true and whether there are equity holding or other interest arrangements.
The sponsor, the issuer's lawyers and accountants are requested to explain the verification basis and process according to their responsibilities, and express clear verification opinions.
reply:
(I) explain the reasons and commercial rationality of the above equity acquisition; The background and reasons for the acquisition of Yonggang logistics under the condition of low profit or loss for a long time since its establishment in 2003; Whether the investment decision on acquisition fulfils the necessary governance decision-making process; Measures and effectiveness of integrating and controlling subsidiaries after acquisition; Verification process:
The lawyers of the firm obtained and consulted the equity acquisition (transfer) agreement of the company's previous acquisitions, the resolutions of the shareholders' meeting on acquisitions, the evaluation report of relevant assets, the payment certificate of acquisition funds and other relevant documents; Interview the company's management to understand the background of the company's relevant acquisitions, focus on the reasons for the implementation of series acquisitions during the reporting period, and analyze its rationality in combination with the basic situation before the company's acquisition; Interviewed the equity sellers of Yonggang logistics, Bestway and kemic to understand the basic situation of the equity sellers and confirm whether there is a related relationship or other interest arrangements with the company and its related parties; Obtain the business license, articles of association and other industrial and commercial materials of the legal person equity seller, and retrieve relevant information through public channels; Obtained the resume and ID card copy of the natural person equity seller, and searched the foreign investment of the natural person through open channels.
Verification results:
1. Rationality of the above equity acquisition
The company is a modern service enterprise mainly engaged in cross-border chemical logistics supply chain services. The company is committed to continuously integrating its own international chemical logistics service team, hazardous chemicals warehouse, hazardous chemicals transportation fleet, park integrated logistics service base and other internal service resources, as well as international shipping, customs service, third-party warehousing and fleet and other external cooperation resources, so as to provide customers with one-stop, whole chain and cross-border chemical logistics services.
During the reporting period, the company's acquisition targets involved four companies, including Yonggang logistics, Sida storage and transportation, Baishi Wanbang and kemike. The above-mentioned companies are all providers of basic services in the cross-border chemical logistics supply chain, among which Yonggang logistics and Sida storage and transportation are scarce hazardous chemicals storage resources; Baishi Wanbang is a regional international chemical logistics service team; Kemic belongs to the road transportation resources of dangerous chemicals. The impact of the above acquiree on the development of the issuer's main business is as follows:
Impact of acquisition time of core resources of acquisition target on main business development
Through the acquisition of Yonggang logistics, Yonggang logistics and its wholly-owned subsidiaries have mastered the high-quality storage resources supporting Ningbo Zhoushan Port Company Limited(601018) Wharf in Ningbo area, 1 Yonggang logistics chemical operation, customs supervision operation, and the ability to ensure the monthly customs clearance of dangerous chemical warehouse in port with the qualification of chemical storage, Stockpiling and tax in July 2017, It is a Ningbo logistics base, with professional chemical warehouse, regional cross-border chemical supply chain service warehouse and dangerous goods container yard. The project has provided high-quality supporting facilities.
Sida storage
