Jiangsu century Tongren law firm
On Shanghai Jiaocheng Ultrasonic Technology Co., Ltd. initial public offering and listing on the science and Innovation Board
Supplementary legal opinion (II)
4 / F, block C, jiangdao zhicube, Xiankun Road, Jianye District, Nanjing post code: 210019
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Jiangsu century Tongren law firm
Supplementary legal opinion on the initial public offering and listing on the science and Innovation Board of Shanghai Jiaocheng Ultrasonic Technology Co., Ltd. (II)
To: Shanghai Jiaocheng Ultrasonic Technology Co., Ltd
In accordance with the securities law, the company law and other laws and regulations, the measures for the administration of the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) and the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 12 – legal opinions and lawyers’ work reports on public offering of securities issued by the CSRC, Jiangsu century Tongren law firm (hereinafter referred to as “the firm”) is entrusted by Shanghai Jiaocheng Ultrasonic Technology Co., Ltd. (hereinafter referred to as “the issuer”), As the special legal adviser of the issuer’s initial public offering and listing on the science and Innovation Board (hereinafter referred to as “this offering and listing”), The legal opinion on the initial public offering and listing of Jiangsu chuangji Technology Co., Ltd. on Shanghai Kejiao Technology Co., Ltd. issued by Tongren on December 25, 2022 (the above legal opinion issued by the exchange is referred to as “original legal opinion and lawyer work report”). On March 15, 2022, according to the relevant matters involved in the examination and inquiry letter on the application documents of Shanghai Jiaocheng Ultrasonic Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board issued by Shanghai Stock Exchange (szkss [2022] No. 57), the exchange issued a supplementary legal opinion (I).
Now, our lawyers issue this supplementary legal opinion in accordance with the relevant matters involved in the second round of examination and inquiry letter on the application documents of Shanghai Jiaocheng Ultrasonic Technology Co., Ltd. for initial public offering and listing on the science and Innovation Board (szkss [2022] No. 153) (hereinafter referred to as “examination and inquiry letter II”) of Shanghai Stock Exchange. (unless otherwise stated in this supplementary legal opinion, the abbreviation used in this supplementary legal opinion has the same meaning as that used in the original legal opinion and lawyer’s work report)
This supplementary legal opinion is a supplement to the original legal opinion and lawyer’s work report, and constitutes an integral part thereof.
The premises, assumptions, statements and commitments of the legal opinion published in the original legal opinion and lawyer work report of the office are also applicable to this supplementary legal opinion.
In accordance with the requirements of relevant laws, regulations and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, this office and its handling lawyers hereby issue this supplementary legal opinion as follows:
6. About Qingdao Aobo and Qingdao Rongbo
6.1 according to the reply of the first round of inquiry: (1) the reason why the company established Qingdao Aobo with Cheng Jiguo in 2016 is that Cheng Jiguo has rich experience in the field of automation integration; The reason for cooperation with Qingdao Rongyu is that Qingdao Rongyu is an external investment institution and is optimistic about Qingdao Aobo’s investment. Up to now, with the exception of Qingdao Rongyu, the issuer and Cheng Jiguo have not fully paid in their capital contributions; (2) Cheng Jiguo is the legal representative, general manager and R & D director of Qingdao Aobo, but he plays an irreplaceable role in the production and operation of Qingdao Aobo.
The issuer is requested to explain: (1) in combination with Cheng Jiguo’s specific work experience, specify the basis for his “rich experience in the field of automation integration”; (2) The reason and necessity of introducing financial investors when Qingdao Aobo was established, the reason why the capital contribution has not been fully paid, and whether to exercise the shareholders’ rights and distribute the income according to the actual proportion of capital contribution; (3) Whether Qingdao Aobo is the sole or main platform for the issuer to engage in the power battery manufacturing automation system business in the future, and the specific conditions and pricing basis of selling products to the issuer; (4) The specific role played by Cheng Jiguo in the development of Qingdao Olympic Expo; Whether Cheng Jiguo and Qingdao Aobo have opened up customers in the field of automation system business for the issuer; Whether there are other interest arrangements between Cheng Jiguo and the issuer or the controlling shareholder or the actual controller; (5) Combined with the articles of association, the board of directors and senior executives of Qingdao Aobo, analyze whether the issuer can actually and effectively control Qingdao Aobo.
Ask the issuer’s lawyer to check and express opinions.
reply:
1、 Issuer description
(I) in combination with Cheng Jiguo’s specific work experience, specify the basis of his “rich experience in the field of automation integration”
Since September 2016, Cheng Jiguo has served as executive director and general manager of Qingdao Aobo. Over the past ten years, Cheng Jiguo successively served as researcher and deputy director of Mesnac Co.Ltd(002073) molding machine research institute and R & D director of molding machine system division.
The main business of Mesnac Co.Ltd(002073) ( Mesnac Co.Ltd(002073) , Mesnac Co.Ltd(002073) . SZ) is the R & D and innovation of application software and information equipment in the rubber industry, providing intelligent overall solutions for tire enterprises. The design and development of automation integration system is one of the core businesses of Mesnac Co.Ltd(002073) . Cheng Jiguo worked in Mesnac Co.Ltd(002073) when he was engaged in the research and development of software and hardware of automatic integrated equipment such as molding machine for a long time. He led and participated in the research and development of all steel one-time two drum molding machine, three drum molding machine, sheet metal welding design of molding machine and many other projects. The basic theoretical knowledge of the above projects and the application of automation integration are basically the same, and there are similarities in the use of technology. Therefore, Cheng Jiguo has accumulated rich experience in the field of automation integration.
(II) the reason and necessity of introducing financial investors when Qingdao Aobo was established, the reason why the capital contribution has not been fully paid, and whether to exercise the shareholders’ rights and distribute the income according to the actual proportion of capital contribution
1. Reasons and necessity of introducing financial investors when Qingdao Aobo was established
Qingdao Rongyu Capital Management Co., Ltd. (hereinafter referred to as “Qingdao Rongyu”) specializes in the investment business in the field of new materials and new energy, and has invested in Qingdao Junxiang new materials Co., Ltd., Qingdao curved bow Information Technology Co., Ltd. and other technology companies. At the beginning of 2016, Qingdao blue ocean emerging industry venture capital fund management center (limited partnership) invested by Qingdao Rongyu participated in the capital increase and share expansion of Yikai new materials Co., Ltd., a holding subsidiary of Mesnac Co.Ltd(002073) holding. In the process, Cheng Jiguo met and became friends with song chengshuai, executive director and general manager of Qingdao Rongyu.
In September 2016, the issuer and Cheng Jiguo planned to set up Qingdao Aobo, focusing on the R & D and sales of power battery automation production line, so as to broaden the issuer’s business field and enhance the issuer’s competitiveness in the power battery equipment industry.
Song chengshuai recognized Cheng Jiguo’s industry experience and was optimistic about the development prospect of Qingdao Aobo. Therefore, with his holding Qingdao Rongyu as the financial investor, song chengshuai jointly established Qingdao Aobo with Cheng Jiguo and the issuer.
There is uncertainty in the R & D investment and capital demand of Qingdao Aobo in the early stage. On the premise of ensuring the controlling equity of the issuer, the introduction of financial investors can share the investment risk and help to improve the corporate equity governance structure.
In conclusion, the reasons for introducing financial investors when Qingdao Aobo was established are true, reasonable and necessary. 2. Reasons why the capital contribution has not been fully paid
In September 2016, when Qingdao Aobo was established, the equity structure was as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion
1. Jiaocheng limited 275 55%
2 Cheng Jiguo 175 35%
3 Qingdao Rongyu Capital Management Co., Ltd. 50 10%
Total 500100%
In the process of business development, some potential customers require the registered capital of the bidder to reach a certain amount during bidding. In view of this, Qingdao Aobo held a shareholders’ meeting in April 2017, which agreed to increase the registered capital of Qingdao Aobo from 5 million yuan to 50 million yuan, increase the registered capital by 45 million yuan, subscribe 26.75 million yuan by Jiaocheng Co., Ltd. and 18.25 million yuan by Cheng Jiguo. The time of capital contribution is before December 31, 2050. The way of capital contribution is monetary capital contribution, and other shareholders give up the right to increase capital in the same proportion. The subscribed amount of this capital increase is large, while Qingdao Aobo was established for a short time and did not form a stable business. Based on the prudence of investment, Qingdao Rongyu did not participate in this capital increase.
As the time of capital contribution agreed in the articles of association has not expired and Qingdao Aobo has no major capital use demand, the issuer and Cheng Jiguo have not paid in the subscribed registered capital for the time being.
3. Whether to exercise shareholders’ rights and distribute income according to the proportion of actual capital contribution
(1) The shareholders of Qingdao Aobo shall exercise their voting rights according to the proportion of subscribed capital contribution
Article 42 of the company law stipulates: “shareholders shall exercise their voting rights at the shareholders’ meeting in accordance with the proportion of capital contribution, unless otherwise stipulated in the articles of association.”
Article 7 of Chapter V “rights and obligations of shareholders” of Qingdao Aobo’s articles of association stipulates: “shareholders enjoy the following rights: (1) attend or elect representatives to attend the shareholders’ meeting and enjoy voting rights according to their share of capital contribution…”
According to the provisions of the company law and the articles of association, all shareholders of Qingdao Aobo exercise their voting rights according to the proportion of subscribed capital contribution.
(2) Qingdao Aobo’s shareholders distribute income according to the proportion of paid in capital contribution
Article 34 of the company law stipulates that “shareholders shall receive dividends according to the proportion of their paid in capital contribution; when the company increases its capital, shareholders shall have the priority to subscribe for capital contribution according to the proportion of their paid in capital contribution. However, unless all shareholders agree not to receive dividends according to the proportion of their capital contribution or not to subscribe for capital contribution according to the proportion of their capital contribution.”
Article 26 of Chapter IX “finance, accounting, profit distribution and labor employment system” of Qingdao Aobo’s articles of association stipulates that the profit distribution of the company shall be implemented in accordance with the company law, relevant laws and regulations and the provisions of the competent financial department of the State Council.
According to the provisions of the company law and the articles of association, all shareholders of Qingdao Aobo have no special agreement on income distribution, and distribute income according to the proportion of paid in capital contribution.
(III) whether Qingdao Aobo will be the sole or main platform for the issuer to engage in power battery manufacturing automation system business in the future, and the specific conditions and pricing basis of selling products to the issuer
1. Qingdao Aobo is the main platform for the issuer to engage in power battery manufacturing automation system business in the future. In terms of power battery manufacturing automation system business, Qingdao Aobo is mainly engaged in production line design and development business, and Qingdao Rongbo, a wholly-owned subsidiary of Qingdao Aobo, is mainly engaged in product manufacturing and processing business, and provides material procurement and supporting processing services for Qingdao Aobo, Qingdao Aobo and Qingdao Rongbo have gradually developed into power battery manufacturing automation system business platforms coordinated by upstream and downstream industrial chains, with strong customer service ability.
In order to realize the differentiated operation of the issuer and its subsidiaries, promote the relatively independent development of ultrasonic welding, cutting equipment business, power battery manufacturing automation system business, testing business and other equipment and accessories business, and protect the interests of all parties, the parent company of the issuer mainly focuses on the research and development of ultrasonic welding, cutting, testing and other equipment applied to downstream industries such as new energy power batteries and rubber tires Design, production and sales business, while the power battery manufacturing automation system business is undertaken by Qingdao Aobo, a subsidiary of the issuer. If ultrasonic welding and cutting business units are involved in a specific power battery manufacturing automation system business order, the parent company is only responsible for supporting and supplying the above ultrasonic welding and cutting business units, and Qingdao Aobo is responsible for the design, production and manufacturing of other automation business systems, modules or components, Therefore, Qingdao Aobo will be the main platform for the issuer to engage in power battery manufacturing automation system business in the future.
2. Specific conditions and pricing basis of products sold to the issuer
During the reporting period, Qingdao Aobo sold power battery manufacturing automation system and its accessories to the issuer. The sales products mainly included double edge ultrasonic roller welder, ultrasonic welding large sector cutting automation line, electronic components and accessories, etc.
The background of these internal transactions is that after the issuer signed the business order of automatic system integrating ultrasonic welding function with downstream customers, in order to give full play to their respective technical advantages, the issuer provided Qingdao Aobo with core ultrasonic welding system and accessories. Qingdao Aobo used its automatic integration technology to assemble and integrate equipment such as double edge ultrasonic roller welder and ultrasonic welding connecting large sector cutting automation line, and then sold it to the issuer, And sold by the issuer to downstream customers. Among them, the double edging ultrasonic roller welder is mainly sold to Contemporary Amperex Technology Co.Limited(300750) , and the ultrasonic welding large sector cutting automation line is mainly sold to Hunan Corun New Energy Co.Ltd(600478) and its subordinate enterprises.
When pricing internal transactions, the issuer and Qingdao Aobo determine the transaction price based on the cost plus principle, that is, comprehensively considering the material procurement cost and personnel cost of Qingdao Aobo, negotiate with Qingdao Aobo to determine the cost plus rate. The cost plus rate is usually 10% to 20%, and the transaction price is reasonable and fair.
(IV) the specific role played by Cheng Jiguo in the development of Qingdao Aobo; Whether Cheng Jiguo and Qingdao Aobo have opened up customers in the field of automation system business for the issuer; Is there any other interest arrangement between Cheng Jiguo and the issuer, the controlling shareholder or the actual controller
1. Cheng Jiguo’s specific role in the development of Qingdao Aobo
As the executive director and general manager of Qingdao Aobo, Cheng Jiguo is responsible for determining the business plan, financial plan, final account plan and internal management system of Qingdao Aobo, and presiding over the production, operation, management and R & D of the company.
In terms of management, Cheng Jiguo and the managers under his leadership have established and effectively implemented a standardized internal control system in business operation and financial management, which meets the requirements of standardized operation as a holding subsidiary of a listed company.
In terms of production and operation, Cheng Jiguo made overall arrangements for the procurement and production of Qingdao Aobo according to the financial final accounts and business plans
