Supplementary legal opinion on issuing A-Shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (IV)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518048
11-12/F, Taiping Finance Tower, Yitian Road 6001, Futian District, Shenzhen, P.R.China. Tel.: (0755) 88265288 fax.: （075588265537
catalogue
Supplementary verification on issues related to the audit inquiry letter five
Question 1 five
Question 3 seven
Question 6 nine
Question 7 eleven
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518048
11-12/F, Taiping Finance Tower, Yitian Road 6001, Futian District, Shenzhen, P. R. China
Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected].
Website: www.shujin.com cn.
Guangdong Xinda law firm
About Guangdong Jiayuan Technology Co.Ltd(688388)
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (IV)
Xinda zaikiyz [2022] No. 001-04 to: Guangdong Jiayuan Technology Co.Ltd(688388)
Entrusted by Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as “the issuer”), Guangdong Xinda law firm (hereinafter referred to as “Xinda”) appoints lawyer Zhao ya, lawyer Peng Wenwen, lawyer Maggie and lawyer Li Zizhu (hereinafter referred to as “Xinda lawyer”) as the special legal counsel of the issuer’s application for the issuance of A-share shares to specific objects by companies listed on the science and Innovation Board (hereinafter referred to as “the issuance”) to participate in relevant work; In accordance with the recognized professional standards, ethics and diligence of the lawyer industry, Xinda has issued the legal opinion of Guangdong Xinda law firm on issuing A-Shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (hereinafter referred to as “legal opinion”) and the lawyer work report of Guangdong Xinda law firm on issuing A-Shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (hereinafter referred to as “lawyer work report”).
Whereas Shanghai Stock Exchange issued on February 14, 2022 the examination and inquiry letter on the application documents of Guangdong Jiayuan Technology Co.Ltd(688388) issuing shares to specific objects (hereinafter referred to as the “examination and inquiry letter”), szkss (refinancing) [2022] No. 26, Xinda replied to the examination and inquiry letter and the parts requiring the verification and opinions of the issuer’s lawyers at the request of the issuer, And issued the supplementary legal opinion (I) of Guangdong Xinda law firm on Issuing A-share shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (hereinafter referred to as “supplementary legal opinion (I)”).
Whereas Shanghai Stock Exchange issued the second round of examination and inquiry on the application documents of Guangdong Jiayuan Technology Co.Ltd(688388) issuing shares to specific objects (hereinafter referred to as “the second round of examination and inquiry”) szkss (refinancing) [2022] No. 56 on March 25, 2022, Cinda replied to the part of the second round of examination and inquiry that needs the verification and opinions of the issuer’s lawyers, And issued the supplementary legal opinion (II) of Guangdong Xinda law firm on Issuing A-share shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (hereinafter referred to as “supplementary legal opinion (II)”).
Whereas the issuer announced the Guangdong Jiayuan Technology Co.Ltd(688388) 2021 annual report on the website of Shanghai Stock Exchange on March 25, 2022 and the Guangdong Jiayuan Technology Co.Ltd(688388) 2021 annual plan for issuing A-Shares to specific objects (Revised Draft) on the website of Shanghai Stock Exchange on April 9, 2022, Cinda conducted supplementary verification on the approval and authorization of this issuance and relevant issues of the audit inquiry letter, And issued the supplementary legal opinion (III) of Guangdong Xinda law firm on Issuing A-share shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (hereinafter referred to as “supplementary legal opinion (III)”).
Whereas the issuer announced the first quarter report of Guangdong Jiayuan Technology Co.Ltd(688388) 2022 (hereinafter referred to as “the first quarter report of 2022”) and the annual report of Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (the second revision) (hereinafter referred to as “the annual report of 2021”) on the website of Shanghai Stock Exchange on April 26, 2022 and May 20, 2022 respectively, Xinda conducted supplementary verification on the relevant issues of the audit inquiry letter, And issued the supplementary legal opinion (IV) of Guangdong Xinda law firm on Issuing A-share shares to specific objects in Guangdong Jiayuan Technology Co.Ltd(688388) 2021 (hereinafter referred to as “supplementary legal opinion (IV)”), which constitutes an integral part of the lawyer’s work report, legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III). Unless otherwise stated in the supplementary legal opinion (IV), the opinions and conclusions of the Issuer on other legal issues related to this issuance are still applicable to the relevant statements in the lawyer work report, legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III). The statements, interpretations and introductions in lawyer work report, legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) also continue to apply to supplementary legal opinion (IV).
Xinda has checked the relevant documents and facts in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issues the supplementary legal opinion (IV) as follows:
Supplementary verification on issues related to the audit inquiry letter
“1. About this raised investment project
“1.1 according to the application materials and public information, (1) high performance lithium battery copper foil fund-raising investment project (project 1) includes the Guangdong Jiayuan Technology Co.Ltd(688388) park with an investment of 86 million yuan, the new 16000 tons / year high-performance copper foil technical transformation project (Project 1.1), the 15000 tons / year high-performance copper foil project with an investment of 120 million yuan (project 1.2), and the 30000 tons / year high-precision ultra-thin electronic copper foil project with an investment of 84 million yuan (project 1.3) ； In addition, 160 million yuan of the raised funds will be invested in the 20000 ton electrolytic copper foil project of Jiangxi Guangdong Jiayuan Technology Co.Ltd(688388) Co., Ltd. (project 2); (2) The filing documents and EIA approval obtained in project 1.3 are 2016 and 2017 respectively. Shandong Jiayuan has started construction in April 2017, and the issuer will start construction in the second half of 2021; The EIA of project 2 has not been completed; (3) In November 2021, the issuer signed the letter of intent for investment in Guangdong Jiayuan Technology Co.Ltd(688388) annual 50000 tons high-end copper foil construction project with Meixian District People’s Government of Meizhou city; In February 2022, the issuer intends to use its own funds to contribute RMB 400 million in monetary form to jointly establish Guangdong Jiayuan Times New Energy Materials Co., Ltd. with Contemporary Amperex Technology Co.Limited(300750) to build a 100000 ton high-performance electrolytic copper foil project. The above project is an independent project from this raised investment project.
“The issuer is requested to explain: (1) the sales of various specifications of copper foil products during the reporting period, the specific contents, specifications and application fields of each sub project of project 1 and the main products of project 2, and the differences between the existing products and the previous raised investment projects in terms of product structure, technical level, process difficulty and application fields; the advantages and disadvantages of the issuer’s raised investment projects in terms of technical level and product performance compared with competitors in the same industry; (2) The issuer’s production capacity and future capacity planning of projects that have reached production capacity and are under construction in each year during the reporting period, and analyze the rationality of the above-mentioned new capacity planning in combination with the downstream market factors such as the capacity of products of various specifications or market segments, the current and under construction capacity of the market, the development trend of the industry, the expiration of new energy vehicle subsidy policies, and the issuer’s market share; In combination with the above situation, the capacity planning of the issuer’s main customers, the proportion of the issuer’s sales volume to its main customers in its purchase volume, the issuer’s orders in hand, the production expansion of comparable companies, etc., analyze whether the issuer’s raised investment project capacity can be fully digested; Reasons and rationality of large-scale production expansion plan before the previous raised investment project was put into operation; (3) The specific composition, calculation basis and calculation process of the investment amount of each sub project of project 1 and project 2; (4) Process, basis and results of benefit prediction of each subproject of project 1 and project 2; (5) Item 1.3 the filing and environmental impact assessment of the project took place earlier, and whether relevant procedures need to be handled again; The handover of the project between the issuer and Shandong Jiayuan means that the construction will start in the second half of 2021; The specific progress of project 2 in obtaining the EIA reply. If it cannot be obtained as scheduled, whether it will have an adverse impact on the implementation process and benefit prediction of relevant raised investment projects; (6) The background, construction plan and capital source of the issuer’s Contemporary Amperex Technology Co.Limited(300750) cooperative construction project with Meixian District People’s Government of Meizhou City, the difference between the relevant projects and the previous and current projects, and the rationality and necessity of this project.
“The reporting accountant is requested to check and comment on the above matters (3) (4), and the lawyer of the issuer is requested to check and comment on the above matters (5).”
reply:
1、 Item 1.3 the filing and environmental impact assessment of the project took place earlier, and whether relevant procedures need to be handled again; The handover of the project between the issuer and Shandong Jiayuan means that the construction will start in the second half of 2021; The specific progress of project 2 in obtaining the EIA reply. If it cannot be obtained as scheduled, will it have an adverse impact on the implementation process and benefit prediction of relevant raised investment projects (question (5))
(I) Shandong Jiayuan’s “30000 tons / year high-precision ultra-thin electronic copper foil project” (project 1.3) was filed and EIA earlier. Do you need to go through relevant procedures again
For details, see “(I)” reply to point “I” of “question 1” in supplementary legal opinion (I).
(II) the handover of the project between the issuer and Shandong Jiayuan means that the construction will start in the second half of 2021
See “(II)” reply to point “I” of “question 1” in supplementary legal opinion (I) for details.
(III) the specific progress of the EIA approval of Jiangxi Jiayuan “20000 tons / year electrolytic copper foil project” (project 2). If it cannot be achieved as scheduled, will it have an adverse impact on the implementation process and benefit prediction of relevant raised investment projects
According to the information provided by the issuer and the publicity information about “publicity of environmental impact assessment of construction projects” on the website of Jiangxi Provincial Department of ecological environment by Xinda lawyer, Jiangxi Jiayuan has obtained the reply of Jiangxi Provincial Department of ecological environment on the environmental impact report of Jiangxi Guangdong Jiayuan Technology Co.Ltd(688388) Co., Ltd. with an annual output of 20000 tons of electrolytic copper foil project (ghea [2022] No. 30) issued by Jiangxi Provincial Department of ecological environment on March 31, 2022.
“3. About Shandong Jiayuan
“According to the application materials, (1) Shandong Jiayuan was a wholly-owned subsidiary acquired by the company in August 2021, formerly known as Chiping xinliyuan Electronic Material Technology Co., Ltd. and Shandong xinliyuan electronic Copper Foil Technology Co., Ltd. Shandong Jiayuan had many bills change behaviors in 2021 and was subject to administrative punishment. (2) Shandong Jiayuan has large amount of accounts receivable. In order to avoid the risk of large amount of bad debts, the issuer sets contingent consideration, and the issuer recognizes other accounts payable according to the book value. (3) The acquisition consideration is 1049404 million yuan in cash, forming a goodwill of 21.201 million yuan. (4) Shandong Jiayuan borrowed money from Chen state.
“Please explain to the issuer: (1) the background of the acquisition, the main business of Shandong Jiayuan and the business integration, business performance and internal control norms after the acquisition; (2) the main terms of the acquisition contract, the relevant accounting treatment and accuracy; (3) the collection and bad debt provision of relevant accounts receivable, the payment of acquisition funds and the source of funds; (4) The method, main parameters and fairness of evaluating the shareholders’ equity of Shandong Jiayuan, and the determination method and rationality of the acquisition consideration; (5) The identification process and results of identifiable net assets acquired, the process, basis and conclusion of goodwill recognition and impairment test; (6) The background and authenticity of Shandong Jiayuan’s borrowing from Chen state-run, the flow of relevant equity acquisition funds and loan repayment funds, and whether there is any risk of capital occupation or extracorporeal capital circulation.
“The reporting accountant and the lawyer of the issuer are requested to check and express their opinions.”
reply:
1、 The background of the acquisition, Shandong Jiayuan’s main business and post acquisition business integration, business performance and internal control norms
(I) background of the acquisition: Shandong Jiayuan’s main business
According to the statement and commitment of the issuer and the information on the website of the national enterprise credit information publicity system queried by Xinda lawyer, as of the issuance date of the supplementary legal opinion (IV), Shandong Jiayuan’s main business is still the R & D, production and sales of electronic copper foil. See supplementary legal opinions for details
