Notice of Shanghai Chengming Zezheng law firm on issuing shares to specific objects in Bozhon Precision Industry Technology Co.Ltd(688097) 2022
Supplementary legal opinion (I)
Shanghai Chengming Zezheng law firm
Room 2805, phase II, Henglong Plaza, No. 1366, Nanjing West Road, Shanghai
Tel: 02152526819 Fax: 02152526089
www.cm-law. com. cn.
catalogue
Part I Introduction 3 I. basis for issuing this supplementary legal opinion 3 II. Statement of issuing this supplementary legal opinion The second part is about the reply to the inquiry letter 7 I. Article 6 of the inquiry letter 7 II. Article 7 of the inquiry letter 20 part III update of relevant information of the issuer Approval and primary listing of the issuer 37 II. The issuer's subject qualification for this issuance and listing 37 III. substantive conditions of this offering 37 IV. independence of the issuer 41 v. sponsors and share capital and evolution Vi. business of the issuer 43 VII. Related party transactions and horizontal competition 44 VIII. Main property of the issuer 56 IX. major creditor's rights and debts of the issuer 62 X. major asset changes and mergers and acquisitions of the issuer 68 Xi. Formulation and amendment of the articles of association of the issuer 68 XII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 68 XIII. Directors, supervisors and senior managers of the issuer and their changes 69 XIV. Tax of the issuer 70 XV. Environmental protection of the issuer XVI. Application of funds raised by the issuer 72 XVII. Litigation, arbitration or administrative punishment of the issuer 73 XVIII. General concluding observations of this offering seventy-eight
interpretation
Except the following abbreviations are updated, the abbreviations in this supplementary legal opinion are the same as those in the legal opinion and lawyer work report:
The "xksbz [2020] No. za15189" audit report, the "xksbz [2021] No. za12996" audit report issued by Lixin certified public accountants, and the "xksbz [2022] No. za11475" audit report issued by Lixin certified public accountants for this issuance and listing
2021 annual report refers to Bozhon Precision Industry Technology Co.Ltd(688097) 2021 annual report
The first quarter report of 2022 refers to the first quarter report of Bozhon Precision Industry Technology Co.Ltd(688097) 2022
This supplementary legal opinion of Shanghai Chengming Zezheng law firm on Bozhon Precision Industry Technology Co.Ltd(688097) Technology Co., Ltd. refers to the supplementary legal opinion (I) of the company issuing shares to specific objects in 2022
The reporting period, the last three years and the first period refer to 2019, 2020, 2021 and January March 2022
The new reporting period refers to the period from October 1, 2021 to March 31, 2022
The period of supplementary matters refers to the period from the date of issuance of legal opinion and lawyer work report to the date of issuance of this supplementary legal opinion
Shanghai Chengming Zezheng law firm
About Bozhon Precision Industry Technology Co.Ltd(688097)
Issuance of shares to specific objects in 2022
Supplementary legal opinion (I)
To: Bozhon Precision Industry Technology Co.Ltd(688097) (issuer)
Part I Introduction
1、 Basis for issuing this supplementary legal opinion
Shanghai Chengming Zezheng law firm, in accordance with the entrustment agreement for non litigation legal services signed with Bozhon Precision Industry Technology Co.Ltd(688097) (hereinafter referred to as "the issuer" or "the company"), acts as the special legal adviser for the issuer to apply for issuing A-Shares to specific objects and listing on Shanghai Stock Exchange (hereinafter referred to as "the offering"). In order to do a good job in the lawyer service of this issuance, the bourse assigns the handling lawyer to the site of the issuer to carry out due diligence, verification and verification (hereinafter referred to as "inspection"). In accordance with the company law, the securities law, the measures for the administration of registration, the measures for the administration of securities legal business, the rules for the practice of securities legal business, other laws, regulations, rules, normative documents and 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 have examined the documents and facts of the issuer related to this offering, The legal opinion and lawyer work report were issued in March 2022.
According to the inquiry letter on the examination of Bozhon Precision Industry Technology Co.Ltd(688097) the application documents for issuing shares to specific objects (hereinafter referred to as the "inquiry letter") issued by the listing examination center of Shanghai Stock Exchange on April 10, 2022, on the basis of checking the relevant conditions of the company's issuance and listing, This supplementary legal opinion is issued to give supplementary legal opinions on matters related to the legal opinions required by our lawyers in the inquiry letter and major matters added or changed by the issuer during the supplementary matters period. The parts that have been expressed and have not changed in the legal opinion and lawyer work report will not be repeatedly disclosed in this supplementary legal opinion.
The above work process of our lawyers includes:
1. Two way communication between the lawyers of the firm and the issuer. The lawyers of the firm introduce the status, role, work contents and steps of lawyers in the issuance work to the issuer, and the issuer assigns special personnel to cooperate with the lawyers of the firm.
2. The lawyers of the firm have prepared an inspection plan in accordance with the provisions of relevant laws, regulations, rules and normative documents, and inspected the facts related to the issuer's issuance according to the plan, so as to understand the issuer's legal situation, legal risks and problems, and discuss whether the issuer complies with the company law, securities law, registration management measures and other laws, regulations, rules Make analysis and judgment on the issuance conditions specified in the normative documents. At this stage, the company studied and demonstrated the problems found in the work and the problems put forward by the Issuer on its own initiative with the sponsor and other intermediaries, put forward the disposal plan according to law, and urged the issuer to solve it.
In the process of inspection, our lawyers have adopted various inspection methods in accordance with the provisions of the securities legal business practice rules to understand the legal facts of the issuer. For the legal related business matters involved in the issuance process, our lawyers have fulfilled the obligation of special attention of legal professionals.
3. According to the provisions of relevant laws, regulations, rules and normative documents such as the company law, the securities law, the measures for the administration of registration, the rules for the practice of securities legal business and the No. 12 reporting rules, the lawyers of the firm summarize the completed inspection work and formulate and issue supplementary legal opinions according to the situation of the issuer.
2、 Matters stated in issuing this supplementary legal opinion
For the issuance of this supplementary legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers only express legal opinions on the legal issues related to this offering, on the facts that have occurred or exist before the issuance date of this supplementary legal opinion, and only in accordance with the current effective laws, administrative regulations, rules, normative documents and relevant provisions of the CSRC, and do not express legal opinions in accordance with any laws outside China, including those that must invoke overseas laws, Legal opinions provided by legal service institutions outside China are quoted;
2. In accordance with the provisions of the securities law, the measures for the administration of securities legal business and the rules for the practice of securities legal business, our lawyers have strictly performed their statutory duties for the facts that have occurred or exist before the issuance of this supplementary legal opinion, followed the principles of diligence and good faith, and conducted full inspection to ensure that the facts identified in the legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, free from false records, misleading statements or major omissions, and bear corresponding legal liabilities;
3. Our lawyer agrees to submit this supplementary legal opinion as a necessary legal document for the issuer to apply for this issuance together with other materials; Our lawyers agree that the issuer may quote relevant contents in this supplementary legal opinion on its own in the legal documents prepared for the application for this issuance or at the request of the examination authority, but the issuer shall not cause legal ambiguity or distortion due to the quotation;
4. For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the certificates, testimony or documents issued or provided by relevant government departments, judicial organs, issuers, other relevant units or relevant persons to issue legal opinions;
For the reports, opinions, documents and other documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notary institutions and other public institutions, our lawyers have fulfilled the relevant obligations specified in the measures for the administration of securities legal business and the rules for the practice of securities legal business, and take the above documents as the basis for issuing legal opinions; Our lawyers do not express opinions on non legal professional matters such as accounting, capital verification, audit and asset evaluation. For the contents of the above-mentioned non legal professional matters involved in this supplementary legal opinion, our lawyers strictly quote the professional documents issued by relevant institutions and the instructions issued by the company or relevant persons. The above-mentioned quotation is not deemed to be any express or implied guarantee by our lawyers for the authenticity and accuracy of the quoted contents, Our lawyers are not legally qualified to examine and judge such contents;
During the inspection, our lawyer has specially reminded the issuer and other institutions and personnel subject to the inspection of our lawyer that the certificates or testimony provided by them should be true, accurate and complete, and all copies or copies should be completely consistent with the original or the original without any false records, misleading statements or major omissions. They should bear corresponding legal liabilities for any commitments or confirmation made;
The issuer has guaranteed that it has provided all relevant factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this supplementary legal opinion to our lawyers, and confirmed that all documents provided by the issuer are true, accurate, legal, effective and complete, without any false records, misleading statements or major omissions, and all signatures and seals on the documents are true, All copies or duplicates are completely consistent with the original or the original;
5. This application is only for the purpose of issuing legal opinions, and shall not be used for any other purpose;
6. This supplementary legal opinion is a supplement to the legal opinion and lawyer work report issued by the exchange. In case of any inconsistency between the legal opinion and lawyer work report and this supplementary legal opinion, this supplementary legal opinion shall prevail.
Part II reply to the inquiry letter
1、 Article 6 of the inquiry letter
6.1 according to the application documents: (1) during the reporting period, the gross profit margin of the company's main business was 41.78%, 45.91%, 42.90% and 33.59% respectively. The decline in gross profit margin was mainly due to the increase in direct labor costs, the decline in the exchange rate between the US dollar and RMB and the high actual input costs of some new models; (2) The company's net profit attributable to the parent company after deducting non profits in 2019 and 2020 decreased by 7.72% and 29.00% respectively year-on-year; (3) During the reporting period, the company's sales revenue to Apple accounted for 47.21%, 42.71%, 36.54% and 32.25% of the current operating revenue respectively. Please the issuer:
(1) Quantitatively analyze the reasons and rationality of the decline in gross profit margin, explain whether the change trend of gross profit margin is consistent with that of comparable companies in the same industry, whether there is a risk of continuous decline in gross profit margin, whether it has a significant adverse impact on the issuer's current raised investment project and future profits, the countermeasures and effectiveness to be taken by the issuer, and whether the risk of decline in gross profit margin has been fully disclosed in the prospectus;
(2) Explain the reasons for the decline of the company's operating performance and the proposed solutions in combination with the latest financial data;
(3) Explain the impact of external environment such as Sino US trade friction on the company's production and operation and countermeasures.
The recommendation institution, the reporting accountant and the lawyer of the issuer are requested to verify the above matters and express clear opinions.
reply:
(I) quantitatively analyze the reasons and rationality of the decline in gross profit margin, explain whether the change trend of gross profit margin is consistent with that of comparable companies in the same industry, whether there is a risk of continuous decline in gross profit margin, whether it has a significant adverse impact on the issuer's current raised investment project and future profits, the countermeasures and effectiveness to be taken by the issuer, and whether the risk of decline in gross profit margin has been fully disclosed in the prospectus.
1. Reasons and rationality of the decline of gross profit margin
According to the audit report, the unaudited financial statements of the company from January to March 2022 and the financial data provided by the company, the gross profit margin of the company's main business in 2018, 2019, 2020, 2021 and January to March 2022 were 41.78%, 45.91%, 42.90%, 33.60% and 34.53% respectively, showing a downward trend. Main business of the company by product
