Beijing Guofeng law firm
Notice on Guangdong Lyric Robot Automation Co.Ltd(688499) applying for issuing convertible corporate bonds to unspecified objects
One of the supplementary legal opinions
Gflzz [2022] an038-5
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 01088004488 / 66090088 Fax: 01066090016
Beijing Guofeng law firm
About Guangdong Lyric Robot Automation Co.Ltd(688499)
Applying for issuing convertible corporate bonds to unspecified objects
One of the supplementary legal opinions
Gflzz [2022] an038-5
To: Guangdong Lyric Robot Automation Co.Ltd(688499) (issuer)
According to the lawyer service agreement signed between the exchange and the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser of the issuer for this issuance project.
Our lawyers have examined the documents and relevant facts provided by the issuer in accordance with the provisions of relevant laws, regulations, rules and normative documents such as the company law, the securities law, the administrative measures, the business management measures and the business practice rules, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The issuer also issued the legal opinion of Beijing Guofeng law firm on Guangdong Lyric Robot Automation Co.Ltd(688499) applying to publish convertible corporate bonds to unspecified objects (hereinafter referred to as the "legal opinion") and the lawyer work report of Beijing Guofeng law firm on Guangdong Lyric Robot Automation Co.Ltd(688499) applying to issue convertible corporate bonds to unspecified objects (hereinafter referred to as the "lawyer work report").
According to the inquiry letter on the examination of Guangdong Lyric Robot Automation Co.Ltd(688499) the application documents for issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the "inquiry letter") issued by Shanghai Stock Exchange and the requirements of the issuer, and due to the period from the issuance of the above-mentioned legal opinion and lawyer work report to the issuance date of this supplementary legal opinion (hereinafter referred to as the "new period"), The relevant conditions of the issuer have changed, and Ernst & Young Huaming certified public accountants firm hired by the issuer issued the "Ernst & Young Huaming (2022) Shen Zi No. 61566274g01" audit report (hereinafter referred to as the "2021 audit report") on April 7, 2022. Our lawyers issued this supplementary legal opinion on the basis of further inspection of the issuer's situation related to the issuance, Revise, supplement or further explain the relevant contents of the legal opinion and lawyer work report issued by our lawyer.
Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for the issuer's issuance together with other materials, and bear corresponding responsibilities for this supplementary legal opinion according to law; This supplementary legal opinion is only for the purpose of this issuance and shall not be used for any other purpose.
The matters stated by our lawyers in the legal opinion and lawyer work report are also applicable to this supplementary legal opinion. The "reporting period" mentioned in this supplementary legal opinion refers to 2019, 2020 and 2021. Unless otherwise specified, the meaning of relevant terms in this supplementary legal opinion is consistent with that of the same terms in the legal opinion and lawyer work report.
In accordance with the requirements of relevant laws, administrative regulations, rules and normative documents such as the company law, the securities law, the administrative measures, the business management measures and the business practice rules, as well as the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby issue the following supplementary legal opinions:
The first part is the reply to the inquiry
1、 About the industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line
According to the application materials, 1) the industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line plans to invest 70 million yuan, of which 633 million yuan is used for plant construction and decoration and 67 million yuan is used for land purchase. The issuer has paid the land transfer fee of the project land in full. 2) The raised investment project plans to expand the production capacity of front and middle equipment and whole line equipment such as lithium battery cell production and cell assembly; The issuer did not list the capacity and capacity utilization during the reporting period. 3) As of the end of 2021, the signed orders for complete sets of equipment in hand for the whole line do not belong to the new raised investment capacity. 4) During the reporting period, the issuer's whole line revenue did not increase significantly, and the gross profit margin of whole line equipment decreased significantly in 2020 and January September 2021. 5) Both the previous and this raised investment projects include the expansion of lithium battery equipment. The iteration cycle of lithium battery equipment technology update is short, and the demand for equipment update is large.
The issuer is requested to explain: (1) whether all the funds raised by the project are used for plant construction and decoration and land purchase, whether they are invested in the field of scientific and technological innovation, and whether there is a disguised investment in real estate; (2) The time of paying the land transfer fee for the project land, and whether there is a situation that the raised funds are proposed to replace the funds invested before the meeting of the board of directors; (3) The specific conditions of the products to be produced in this raised investment project, and the differences between the existing products and the products of the previous raised investment project in terms of product structure, technical level, process difficulty, production equipment, etc; The reason why the EIA approval is not required for this raised investment and the EIA approval is required for the previous raised investment; (4) The capacity utilization rate of the issuer during the reporting period, and analyze the current and future capacity changes of the issuer in combination with the previous and current raised investment projects and specific product categories; (5) Analyze the rationality of the issuer's new capacity planning and whether the capacity of the raised investment project can be fully digested in combination with the market capacity of lithium battery production equipment, industry development trend, industrial policy, current and under construction capacity of the market, the issuer's market share, major customers and on-hand orders; (6) Reasons for the sharp decline of gross profit margin of the whole line equipment during the reporting period, and improve relevant risk tips; Combined with the performance, advanced technology and market recognition of the issuer's whole line equipment during the reporting period, it shows whether the issuer's whole line equipment has competitive advantages. Whether the gross profit margin of issuers will drop significantly after the implementation of this investment project is implemented. (7) In combination with the use progress of the previously raised funds and the development characteristics of the lithium battery equipment industry, demonstrate the urgency of the implementation of this raised investment project, the necessity and rationality of this financing, and whether it faces major risks.
Ask the lawyer of the issuer to check (1) - (2) and give clear opinions. (question 1 of the inquiry letter) (I) whether all the funds raised by the project are used for plant construction and decoration and land purchase, whether they are invested in the field of scientific and technological innovation, and whether there is a disguised investment in real estate
1. Reasons why all the funds raised by the project are used for plant construction and decoration and land purchase
(1) Capital investment of the project invested by the raised funds
According to the statement of the issuer and the feasibility analysis report on the use of funds raised by Guangdong Lyric Robot Automation Co.Ltd(688499) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the "feasibility analysis report"), the plant construction, decoration and land purchase of the issuer's investment project "industrialization project of special aircraft in the front and middle of lithium battery and complete set of equipment for the whole line" amounted to RMB 1 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 500, and the equipment purchase cost was RMB 70184200, All the raised funds are used for plant construction and decoration and land purchase. The details are as follows:
No. expense name total investment amount investment proportion of raised funds proposed total investment (10000 yuan) (%) (10000 yuan)
1. Construction investment 11310146 98.407000000
1.1 plant construction and decoration cost 9352225 81.376330000
1.2 land purchase cost 673890 5.86670000
1.3 other expenses of project construction 280567 2.44-
1.4 equipment purchase cost 701842 6.11-
1.5 reserve fund 301622 2.62-
2 initial working capital 183841 1.60-
Total 11493987 100.007000000
(2) Reasons why all the funds raised by the project are used for plant construction and decoration and land purchase
According to the statement of the issuer, the feasibility analysis report and the interview with the general manager of the issuer, the issuer's existing production capacity can not meet the delivery of the rapidly growing power lithium battery orders, and in order to meet the site area required for large-scale equipment production and replace the leased plant, it is necessary to build a factory house and increase the operating area. The funds raised by the issuer's project are necessary for plant construction, decoration and land purchase.
At the same time, according to the arrangement of the issuer, the "industrialization project of special machines in the front and middle sections of lithium batteries and complete sets of equipment for the whole line" raised and invested this time is mainly to build assembly workshops and supporting office and accommodation areas, and the main production processes involved are equipment assembly and commissioning. The plant area where the raised funds are invested does not involve machining processes, and the plant area where the project is located does not make large investment in machinery and equipment, but is only purchased for plant operation and management Equipment and software for logistics storage, quality inspection and daily office. Therefore, all the funds raised by the issuer for this project are used for plant construction and decoration and land purchase.
2. The project invested with raised funds belongs to the field of scientific and technological innovation
According to the statement of the issuer, the resolution of the first extraordinary general meeting of shareholders in 2022, the issuance plan, the audit report and the audit report of 2021, relevant industrial policies and the special opinions on the investment of the raised funds in the field of scientific and technological innovation issued by the sponsor of the issuer, the issuer is mainly engaged in the R & D, production and sales of intelligent manufacturing equipment, including lithium batteries, auto parts Famous Chinese and foreign enterprises in ICT and other industries provide high-end equipment and digital intelligence whole plant solutions, mainly lithium battery manufacturing equipment. The funds raised in this offering will be invested in the "industrialization project of special aircraft in the front and middle sections of lithium batteries and complete sets of equipment for the whole line" and supplement working capital. The planned products of the "industrialization project of special aircraft and complete equipment of the whole line in the front and middle section of lithium battery" are lithium battery manufacturing equipment and supporting solutions. The main products of the project belong to "lithium battery production equipment" in "new electronic components and equipment manufacturing" of "new generation information technology industry" in the catalogue of key products and services specified in the classification of strategic emerging industries (2018) issued by the National Bureau of statistics. Meanwhile, the issuer's supplementary working capital mainly meets the working capital demand driven by the expansion of business scale, which is closely related to the issuer's main business. Therefore, the industry in which the fund-raising investment project is located belongs to the field of scientific and technological innovation.
To sum up, all the funds raised by the project are used for plant construction and decoration and land purchase, which is the need for the construction of "industrialization project of special aircraft in the front and middle section of lithium battery and complete equipment of the whole line", and belongs to the field of scientific and technological innovation.
3. The issuer does not invest in real estate in a disguised form
According to the statement of the issuer, the proposal on the company's issuance of convertible corporate bonds to unspecified objects and other proposals deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the feasibility analysis report, the state-owned land use right transfer contract of the project land invested by the issuer with raised funds, the payment receipt of land transfer fee, the real estate property right certificate and the project filing certificate, The funds raised by the issuer in this issuance (after deducting the issuance expenses) will be fully invested in the "industrialization project of special aircraft and complete equipment of the whole line in the front and middle section of lithium battery" and supplementary working capital. The project land of "industrialization project of special aircraft and complete equipment of the whole line in the front and middle section of lithium battery" will be legally and effectively obtained by the issuer through transfer. The land use is industrial land and does not involve commercial or residential land. At the same time, the construction content of the project mainly includes the construction of workshops, dormitories, basements, etc., and does not involve commercial or residential houses. Moreover, the project investment includes plant construction and decoration costs, land purchase costs, other costs of engineering construction, equipment purchase costs, reserve funds and initial working capital, which has nothing to do with the real estate business. Therefore, the issuer does not invest in real estate in a disguised form.
In addition, for the above matters, the issuer has issued the following commitments:
"The funds raised in this offering will be used in strict accordance with the purposes approved by the general meeting of shareholders and will not be invested in real estate projects in disguised form; after the funds raised in this offering are in place, the company will adopt a special account storage system for the funds raised in accordance with the requirements of the measures for the administration of funds raised, and implement a strict approval system for the use of funds raised to ensure that the funds raised are used exclusively."
(II) the time of paying the land transfer fee for the project land, and whether there is any situation that the raised funds are proposed to replace the funds invested before the meeting of the board of directors
According to the statement on the investment projects with raised funds issued by the issuer, the prospectus (draft of application) issued this time, the state-owned land transfer contract and fund payment certificate related to the investment projects with raised funds, the documents of the seventh meeting of the second board of directors of the issuer and the interview with the financial director of the issuer, the resolution date of the board of directors of the issuer to review the proposals related to convertible bonds is January 4, 2022; Land for the issuer's project
