Taihe Thai law firm
About Jiangsu Boamax Technologies Group Co.Ltd(002514)
Non public offering of shares in 2021
Supplementary legal opinion (II)
January, 2002
16th floor, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, China
16/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
High-tech Zone, Chengdu, People’s Republic of China
Tel: 86-28-8662 5656 Fax: 86-28-8525 6335
www.tahota. com.
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Question 1: about the stability of control 4 question 5: about administrative punishment thirty-three
Taihe Thai law firm
About Jiangsu Boamax Technologies Group Co.Ltd(002514)
Non public offering of shares in 2021
Supplementary legal opinion (II)
To: Jiangsu Boamax Technologies Group Co.Ltd(002514)
Taihetai law firm (hereinafter referred to as "the firm") accepts the entrustment of Jiangsu Boamax Technologies Group Co.Ltd(002514) (hereinafter referred to as "the issuer", "the applicant", "the company" or " Jiangsu Boamax Technologies Group Co.Ltd(002514) ") and acts as the special legal adviser for the issuer's application for non-public offering of shares (hereinafter referred to as "the non-public offering") in accordance with the legal service agreement signed with the issuer.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, and the answers to some questions on refinancing business (2020) The issuance supervision Q & A - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised) (2020) and other relevant laws and regulations, as well as the relevant provisions and Q & A opinions of the CSRC have verified and verified the documents and relevant facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, And issued the legal opinion of taihetai law firm on non-public offering of shares in Jiangsu Boamax Technologies Group Co.Ltd(002514) 2021 (hereinafter referred to as the "legal opinion") for the issuer's non-public offering The lawyer work report of taihetai law firm on non-public development of shares in Jiangsu Boamax Technologies Group Co.Ltd(002514) 2021 (hereinafter referred to as the "lawyer work report") and the supplementary legal opinion of taihetai law firm on non-public development of shares in Jiangsu Boamax Technologies Group Co.Ltd(002514) 2021 (hereinafter referred to as the "supplementary legal opinion"). According to the letter on the preparation for the meeting of Jiangsu Boamax Technologies Group Co.Ltd(002514) non-public development bank stock issuance and Examination Committee issued by the issuance and supervision department of China Securities Regulatory Commission on January 11, 2022, supplementary legal opinions are issued on the listed issues.
In order to issue this supplementary legal opinion, in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange, our lawyers checked and verified the documents, materials and facts related to the issuer's non-public offering based on the principle of prudence and importance, and held necessary discussions with the company on relevant matters.
This supplementary legal opinion is a supplementary document to the legal opinion, lawyer's work report and issued supplementary legal opinion, and shall be used together with the legal opinion, lawyer's work report and issued supplementary legal opinion. If the contents of the legal opinion, lawyer's work report and issued supplementary legal opinion are inconsistent with the contents of this supplementary legal opinion, This supplementary legal opinion shall prevail.
The matters stated by our lawyers in the legal opinion, lawyer work report and issued supplementary legal opinion are also applicable to this supplementary legal opinion. Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion, lawyer work report and supplementary legal opinion issued by this office. In this supplementary legal opinion, if the total value is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
Our lawyers agree to take this supplementary legal opinion as a necessary legal document for the issuer's non-public offering, report it together with other application materials, and bear responsibility for this supplementary legal opinion according to law; The exchange agrees that the issuer may quote some or all of the contents of this supplementary legal opinion in the application materials for this non-public offering, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation; This supplementary legal opinion is only used by the issuer for the purpose of this non-public offering, and shall not be used for any other purpose without the written consent of the exchange.
According to the application materials, in December 2020, Jiangsu jiedeng obtained the control of the company by transferring part of its equity and accepting the entrustment of voting rights. According to the voting right entrustment agreement, the exercise period of this entrusted voting right is from the date of completion of the delivery of the subject shares under the share transfer agreement (December 22, 2020) to the date when the total shares directly and indirectly held by Jiangsu jiedeng's actual controller reach the actual control of the listed company. According to the commitment on voting right entrustment and persons acting in concert issued by Chen Dong, Wang Min and Jiangsu jiedeng on December 15, 2020, the entrusting party undertakes that the entrustment period of voting right entrustment shall not be less than 18 months from the date of completion of the delivery of the subject shares under the share transfer agreement (December 22, 2020).
The pledge proportion of shares held by Jiangsu jiedeng and those acting in concert Chen Dong and Wang Min is high. Due to the failure to repay the financing funds and pay interest on the shares pledged by Chen Dong to capital securities, capital securities forced to close 5.535 million shares pledged by Chen Dong through the centralized bidding transaction of the stock exchange on September 2, 2021, accounting for 1.00% of the shares of the listed company. 28.09 million shares pledged by Chen Dong to Debang securities (accounting for 5.07% of the total share capital of the listed company) were re frozen by the Shanghai financial court due to failure to repay debts. The freezing period is from November 1, 2021 to October 31, 2024. In addition, if other Pledged Shares of Jiangsu jiedeng, Chen Dong and Wang Min cannot be repaid as agreed due to Chen Dong's debt, there is also a risk of being disposed of.
The applicant is requested to supplement and disclose: (1) the main contents of the voting power entrustment agreement, whether the voting power entrustment is unconditional and irrevocable, and whether it is conditional on this issuance; Whether the entrustment period of voting power entrustment is consistent with the commitment on voting power entrustment and persons acting in concert; (2) The specific process and latest progress of "28.09 million shares pledged by Chen Dong to Debang securities (accounting for 5.07% of the total share capital of the listed company) were re frozen by the Shanghai financial court due to failure to repay debts", whether litigation and arbitration are involved, and whether the relevant pledged shares are at risk of judicial compulsory disposal; (3) Chen Dong and Wang Min's debt risk exposure and credit status, whether Jiangsu jiedeng and its shareholders have debt default, and whether the applicant's relevant measures to maintain the stability of control are feasible; (4) Whether the controlling shareholder and the actual controller maintain the stability of the control right, whether there is significant uncertainty, and whether the relevant risks are fully disclosed; (5) Please explain the basis for this pricing issuance, whether there are risks that do not comply with Article 7 of the detailed rules for the implementation of non public offering of shares by listed companies, and whether it constitutes a material obstacle to this pricing issuance.
The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear verification opinions.
reply:
1、 The main contents of the voting right entrustment agreement, whether the voting right entrustment is unconditional and irrevocable, and whether it is conditional on this issuance; Whether the entrustment period of voting power entrustment is consistent with the commitment on voting power entrustment and persons acting in concert
(I) main contents of voting right entrustment agreement
On November 26, 2020, the entrusting party Chen Dong, Wang Min and the entrusted party Jiangsu jiedeng signed the voting right entrustment agreement on shares of Suzhou Jiangsu Boamax Technologies Group Co.Ltd(002514) Industrial Co., Ltd. (hereinafter referred to as "voting right entrustment agreement"). The main contents are as follows:
Party A 1 (entrusting party): Chen Dong
Party A 2 (client): Wang Min
Party B (trustee): Jiangsu jiedeng Intelligent Manufacturing Technology Co., Ltd
(in this agreement, Party A 1 and Party A 2 are collectively referred to as "Party A or the entrusting party", Party A and Party B are collectively referred to as "parties" and individually referred to as "party")
Whereas:
1. Suzhou Jiangsu Boamax Technologies Group Co.Ltd(002514) Industrial Co., Ltd. (hereinafter referred to as "listed company", "target company" or " Jiangsu Boamax Technologies Group Co.Ltd(002514) ") is a joint stock limited company established in accordance with Chinese law and listed on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), with stock code of 002514 and stock abbreviation of Jiangsu Boamax Technologies Group Co.Ltd(002514) . As of the date of signing this agreement, the total share capital of the listed company is 554034264 shares.
2. As of the date of signing this agreement, the entrusting party directly holds 128787608 shares of the target company (of which party a 1 directly holds 119365082 shares of the target company and Party A 2 directly holds 9422526 shares of the target company), Accounting for 23.2454% of the total share capital of the target company (including 21.5447% of the total share capital of the target company held by Party A 1 and 1.7007% of the total share capital of the target company held by Party A 2), from the date of completion of all the transfer of the target shares under the share transfer agreement, The entrusting party still directly holds 101085894 shares of the target company (accounting for 18.2454% of the total share capital of the target company).
3. As of the date of signing this agreement, the trustee has not held any shares in the subject company. Since the completion of the transfer and settlement of the subject shares under the share transfer agreement, the transferee holds a total of 27701714 shares of the subject company (accounting for 5.0000% of the total share capital of the subject company), and these shares are not subject to entrusted voting.
4. From the date of completion of the transfer and settlement of the subject shares under the share transfer agreement, the entrusting party irrevocably entrusts all shareholders' rights such as voting rights corresponding to 101085894 shares held by it (accounting for 18.2454% of the total share capital of the subject company) to the trustee for exercise; The trustee agrees to accept the aforesaid entrustment.
The parties hereby agree as follows:
Article 1 authorized shares
1. From the date of completion of the transfer and settlement of the subject shares under the share transfer agreement, the entrusting party unconditionally and irrevocably authorizes the trustee to exercise the specific shareholders' rights corresponding to 101085894 RMB ordinary circulating shares of the subject company (accounting for 18.2454% of the total share capital of the subject company, hereinafter referred to as "authorized shares").
2. Since the completion of the transfer and delivery of the subject shares under the share transfer agreement and the authorization of share entrustment, the trustee holds a total of 128787608 shares with voting rights, accounting for 23.2454% of the total share capital of the subject company.
3. The shareholding and voting rights of both parties to the subject company are as follows:
When the share transfer agreement is signed
Number of shares held by the entity (shares) shareholding proportion (%) number of shares (shares) corresponding to the voting proportion (%) of voting rights owned
Client 1 119365082 21.5447 119365082 21.5447
Client 2 9422526 1.7007 9422526 1.7007
Trustee 0
After all the underlying shares are transferred
Number of shares held by the entity (shares) shareholding proportion (%) number of shares (shares) corresponding to the voting proportion (%) of voting rights owned
Client 1 91663368 16.5447 91663368 16.5447
Client 2 9422526 1.7007 9422526 1.7007
Trustee 27701714 5.0000
After the effectiveness of this Agreement
Number of shares held by the entity (shares) shareholding proportion (%) number of shares (shares) corresponding to the voting proportion (%) of voting rights owned
Client 1 91663368 16.5447 0
Client 2 9422526 1.7007
