Guo Hao Law Firm (Shanghai)
About
Sreipu Microelectronics Technology (Suzhou) Co., Ltd. issued convertible corporate bonds and paid cash to purchase assets.
and raise matching funds
Yes
(II) of Supplementary Legal Opinion
Floor 27, Jiayi Center, 968 Beijing West Road, Shanghai 200041
27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel/Tel: 86 21 5234 1668 Fax/Fax: 86 21 5243 3320
Website/Website: http://www.grandall.com.cn
June 2004
Directory
Interpretation... 2
Section 1 Introduction... 4
Section II Text ...... 6
1. this transaction plan... 6.
2. the subject qualifications of the parties involved in this transaction .... 6
3. the approval and authorization of this transaction ...... 9
4. the material conditions of this transaction .... 10.
5. of the agreements relating to this transaction ...... 19
Basic information about the underlying assets of the 6. .... 19
7. the treatment of claims and debts and the placement of employees involved in this transaction .... 23
8. related transactions and peer competition .... 23
9. disclosures related to this transaction .... 25
Verification of the purchase and sale of securities by 10.-related persons .... 25
XI. Qualifications of the securities service providers involved in the transaction .... 25
XII. Concluding observations
SECTION III SIGNED PAGE ...... 27
Interpretation
Unless otherwise stated or should be interpreted in light of the context, the relevant words in this Supplementary Legal Opinion have the following specific meanings:
Reporting period/last two years refers to 2022, 2023 and January-March 2024
Period
"Restructuring Report (Grass" Sreipu Microelectronics Technology (Suzhou) Co.
case) (Revised) refers to the conversion of corporate bonds and the payment of cash for the purchase of assets and the raising of matching funds.
Report (Draft) (Second Revision)
Guo Hao Lawyers (Shanghai) Firm on Sreipu Microelectronics Technology
This Supplemental Legal Opinion refers to the issuance and payment of convertible bonds by (Suzhou) Co.
Supplementary Legal Opinion on Cash Purchase of Assets and Raising of Supporting Funds
(II)
"Audit Report" refers to the "Shenzhen Chuangxin Microelectronics Co.
Company Audit Report (Rong Cheng Shen Zi [2024] No. 518Z0547)
PricewaterhouseCoopersaccountants issued the "Sreep Microelectronics Technology (Su.
The Pro Forma Review Report refers to the State) Corporation for the year 2023 and as of March 2024.
Pro Forma Consolidated Financial Statements and Review Reports for the Three Months Ended 31
(PricewaterhouseCooper Zhong Tian Yue Zi (2024) No. 0015)
Note: If there is a discrepancy between the total and the sum of the sub-items in this supplementary legal opinion, it is due to rounding.
Guo Hao Law Firm (Shanghai)
About Sreipu Microelectronics Technology (Suzhou) Co., Ltd.
Issuance of convertible bonds and payment of cash for assets
and raise matching funds.
(II) of Supplementary Legal Opinion
To: Sreipu Microelectronics Technology (Suzhou) Co., Ltd.
Guohao Lawyers (Shanghai) firm acted as the special legal adviser for the issuance of convertible bonds and the payment of cash to purchase assets and raise supporting funds of the listed company in accordance with the "Special Legal Adviser Employment Agreement" signed with the listed company.
In accordance with the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the Measures for the Administration of Major Asset Reorganization of Listed Companies, the Rules for the Issuance of Convertible Bonds by Listed Companies to Specific Objects to Purchase Assets, the Measures for the Registration of Securities Issuance by Listed Companies and other currently promulgated and effective laws, regulations, administrative rules and relevant normative documents of the China Securities Regulatory Commission and the Shanghai Stock Exchange, in accordance with the recognized business standards, ethics and diligence of the legal profession, the company's
The relevant documents and existing facts were verified and verified, and accordingly issued on 22 January 2024.
Legal Opinion of Guohao Lawyers (Shanghai) Firm on the Issuance of Convertible Bonds and the Payment of Cash for Assets and the Raising of Supporting Funds by Sreipu Microelectronics Technology (Suzhou) Co.
"Legal Opinion"), on February 6, 2024, issued the "Guohao Lawyers (Shanghai) Firm on
(I) for Supplementary Legal Opinion on Issuance of Convertible Bonds and Payment of Cash for Assets and Raising of Supporting Funds by Sreipu Microelectronics Technology (Suzhou) Co.
Whereas, the reporting period for this transaction is updated from January 1, 2022 to March 31, 2024, and since
Between the date of issuance of the Supplementary Legal Opinion (I) and the date of issuance of this Supplementary Legal Opinion or 2023
During the period from October 1 to March 31, 2024 (hereinafter referred to as the "Supplementary Matters Period") in connection with this transaction.
The situation has changed, and our lawyers have now conducted additional verification on the relevant matters involved in this transaction and issued
(II) of Supplementary Legal Opinion of Guohao Lawyers (Shanghai) on the Issuance of Convertible Bonds and the Payment of Cash for Assets and the Raising of Supporting Funds by Sreipu Microelectronics Technology (Suzhou) Co.
This Supplementary Legal Opinion is an integral part of the Legal Opinion and the Supplementary Legal Opinion (I). As for the contents already expressed in the legal opinion and the (I) of supplementary legal opinions, this supplementary legal opinion will not be repeated.
Unless otherwise specified, the meaning of the terms in this Supplementary Legal Opinion is the same as the meaning of the terms in the Legal Opinion and the Supplementary Legal Opinion (I).
Section 1 Introduction
In order to issue this Supplemental Legal Opinion, the Firm and its attorneys hereby make the following statement:
The lawyers of the firm are (I) to issue legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this supplementary legal opinion and the current laws and regulations of my country and the relevant provisions of the China Securities Regulatory Commission; in this supplementary legal opinion, the firm determines that certain matters or Whether the documents are legal and valid is based on the laws and regulations that should be applied when such matters occur, and the approval and confirmation given by relevant government departments have also been fully considered.
(II) our attorneys' understanding and judgment of the relevant facts involved in this supplemental legal opinion will ultimately rely on the documents, information, statements and explanations provided to the Exchange by the listed company, the counterparty and the subject company, prior to the issuance of this supplemental legal opinion, the listed company, the counterparty and the subject company have assured the Firm and its lawyers that the documents, information and statements and explanations provided by them are true, complete and accurate, and that there are no false records, misleading statements or material omissions; facts that are essential to the issuance of legal opinions and cannot be supported by independent evidence, the Firm relies on certificates and explanatory documents issued by relevant government departments, parties to the transaction or other relevant entities.
(III) the fact that the firm and the handling lawyers have strictly performed their legal duties and followed the principles of diligence and good faith in accordance with the provisions of the Securities Law, the measures for the Administration of Securities legal Business of Law firms and the rules for the practice of Securities legal Business of Law firms (for trial implementation) and the facts that have occurred or existed before the date of issuance of this supplementary legal opinion. The relevant legal matters of this transaction have been fully verified, ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or material omissions, and bear the corresponding legal responsibility.
(IV), our lawyers agree to use this supplementary legal opinion as a necessary legal document for the listed company to declare this transaction to the China Securities Regulatory Commission and other relevant regulatory agencies, to report it together with other declaration materials, and to assume responsibility for the legal opinions expressed in accordance with the law.
(V) the lawyers of the firm agree that the listed company may quote some or all of the contents of this supplementary legal opinion in relevant documents in accordance with the relevant provisions of the CSRC, the listed company shall not cause legal ambiguity or misinterpretation due to the above quotation. The listed company shall ensure that it obtains the confirmation of the relevant contents from the firm and its lawyers before issuing the relevant documents, and promptly notify the firm and its lawyers when making any amendments to the relevant documents.
(VI) The Firm will only express its counsel's opinion on the legality of the Transaction and legal issues that have a significant impact on the Transaction, and will not express its opinion on accounting, auditing, asset appraisal and other matters and reports related to the Transaction. The quotation of certain data or conclusions in the relevant accounting statements, audit and asset evaluation reports in this supplementary legal opinion does not mean that the firm makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and the firm does not have the appropriate qualifications to verify and evaluate the contents of these documents.
(VII) This supplemental legal opinion is for the use of the listed company for the purpose of this transaction only and may not be used for any other purpose without the written consent of the Firm.
Section II Text
1. this transaction plan
Our lawyers have disclosed the transaction plan in the text of the Legal Opinion "1. the Transaction Plan" and disclosed the adjusted transaction plan in the text of the Supplementary Legal Opinion (I) "1. the Adjustment of the Transaction Plan. During the period of supplementary matters, there were no other changes in the scheme of this transaction.
Our lawyers believe that the plan of this transaction complies with the provisions of relevant laws, regulations, rules and regulatory documents such as the Company Law, the Securities Law, the Measures for the Administration of Reorganization, etc.; this transaction does not constitute a connected transaction, does not constitute a major asset reorganization, and does not constitute a reorganization and listing.
2. the subject qualification of the parties involved in this transaction
Based on the information provided by the parties involved in this transaction and public channel inquiries, our lawyers have conducted a supplementary verification of the subject qualifications of the parties involved in this transaction and updated the changes during the supplementary matters, and the contents that have not been updated remain valid.The relevant updates are as follows:
(I) the subject qualification of listed companies
During the Supplemental Matters Period, on May 13, 2024, the 2020 Restricted Stock Incentive Plan
For the first time, the change of the company's registered capital caused by the third phase of the ownership was granted, and the industrial and commercial change registration procedures were completed, and the "business license" (unified social credit code: 91320000593916443C) issued by Jiangsu market supervision and Administration Bureau was obtained, and the company's registered capital was changed to 132.601444 million yuan.
As of the date of this supplemental legal opinion, the basic information of Sreipu is as follows:
Company Name: Sreipu Microelectronics Technology (Suzhou) Co., Ltd.
Unified social credit code 91320000593916443C
Residence: 2-B304-1, Creative Industry Park, 328 Xinghu Street, Suzhou Industrial Park
Legal Representative Wu Jiangang
Registered capital: RMB 132.601444 million
Type of Company Limited (Foreign Investment, Listed)
Date of Establishment 23 April 2012
Operating period April 23, 2012 to long-term
Research and development, design, production and sales of various types of integrated circuits and their application systems and software.
Business scope Division products and provide after-sales service. (Projects subject to approval according to law, approved by relevant departments
before conducting business activities)
Note: The Third Extraordinary General Meeting of Shareholders in 2024 was held on May 24, 2024, and the "On Increase
Business scope, change of registered address and amendment of the "Articles of Association", agreed to change the company's registered address to "Creative Industry Park 2-B303, No. 328 Xinghu Street, Suzhou Industrial Park", and the business scope was changed to "various integrated circuits and their R & D, design, production of application systems and software, sales of the company's products and provision of after-sales service. (for projects subject to approval according to law, business activities can only be carried out after approval by relevant departments) general projects: sales of integrated circuit chips and products; sales of electronic products; software development; software sales; technical services, technology development, technical consultation, technology exchange, technology transfer and technology promotion; technology import and export; goods import and export (except for projects subject to approval according to law, with a business license to carry out business activities in accordance with the law)." However, as of the date of this supplementary legal opinion, Sreipu has not completed the registration of industrial and commercial changes in the aforementioned matters.
As of March 31, 2024, the top ten shareholders and their shareholdings are as follows:
No. Name of shareholder Number of shares held (shares) Percentage of shareholding
1 Shanghai Huaxin Venture Capital Enterprise 22,113,975 16.68
2 ZHIXU ZHOU 9,988,648 7.53%
3 Suzhou Jinying Venture Capital Partnership (Limited Partnership) 9,920,712 7.48
4 FENG YING 9,360,361 7.06%
5 Hubble Technology Venture Capital Co., Ltd. 5,809,066 4.38
6 China Merchants Bank Co., Ltd.-Huaxia SSE Board 50 Component Trading 5,276,484 3.98
Open-ended index securities investment fund
7 China Merchants Bank Co., Ltd.-Galaxy Innovation Growth Hybrid Securities Investment 5,000,000 3.77
Funding
8 Suzhou Angu Venture Capital Co., Ltd. 4,102,124 3.09
9 Bank of Communications Co., Ltd.-Wanjia Industry Preferred Hybrid Securities Investment 4,000,000 3.02
Capital Fund (LOF)
10 Jiaxing Di Ce Core Ze Enterprise Management Partnership (Limited Partnership) 3,146,232 2.37%
(II) the subject qualification of the counterparty.
1. Chuangxin Technology
During the Supplementary Matters, Xia Liang and Yang Xiaohua signed the Capital Contribution Transfer Agreement on May 6, 2024.
It was agreed that Xia Liang would transfer his share of the capital contribution of RMB 50000 yuan to Yang Xiaohua. On May 6, 2024, all the partners of Chuangxin Technology jointly signed the transfer of the aforementioned partnership's share of capital contribution.
The Partnership Agreement. On May 13, 2024, Chuangxin Technology announced the transfer of the partnership share and the change of partner.
Matters to complete the industrial and commercial change registration and filing procedures.
As of the date of this legal opinion, the basic information about Chuangxin Technology is as follows:
Name of Enterprise: Chuangxin Microelectric (Zhuhai) Technical Consulting Partnership (Limited Partnership)
Unified social credit code 91440300MA5GTWFE6K
Type of Business Limited Partnership
Registered Address 501-2-2, Floor 5, Unit 2, 2515 Huandao North Road, Hengqin New District, Zhuhai City
Yang Xiaohua, Managing Partner
Date of Establishment June 9, 2021
Partnership Term 9 June 2021 to Long Term
The general business items are: information consulting services (excluding licensed information consulting services);
Industry management consulting; technical services, technology development, technology consulting, technology exchange, technology transfer.
Business scope let, technology promotion. (Except for projects subject to approval in accordance with the law, with the business license in accordance with the law.
Carry out business activities) (projects that are subject to approval in accordance with the law can only be opened after approval by the relevant departments.
Exhibition business activities)
As of the date of this legal opinion, the partners and capital contributions of Chuangxin Technology are as follows:
No. Partner Name Partner Type Capital Contribution (RMB 10,000) Capital Contribution Ratio
1 Yang Xiaohua General Partner 9.54 3.82
2 Ju Hao Limited Partner 35.00 14.00
3 Wang Guoliang Limited Partner 30.00 12.00
4 Chen Wei limited partner 20.00 8.00
5 Yang Zhenquan Limited Partner 15.00 6.00
6 Xia Wenjin Limited Partner 15.00 6.00
7 Shi Lei Limited Partner 12.50 5.00
8 Shi Jincheng Limited Partner 12.50 5.00
9 Li Fei limited partner 11.00 4.40
10 Shuai Jun Limited Partner 10.00 4.00
11 Zhou Hao limited partner 10.00 4.00
12 Zhang Shaoyun limited partner 10.00 4.00
13 Fu Mingting Limited Partner 10.00 4.00
14 Zhao Lei Limited Partner 10.00 4.00
15 Jing Wang Limited Partner 8.50 3.40
16 Geng Xiaoyue Limited Partner 6.00 2.40
17 Yang Xuan limited partner 6.00 2.40
18 Chen Lichun Limited Partner 5.00 2.00
19 Qi Yunhua Limited Partner 5.00 2.00
20 Lv Linna Limited Partner 5.00 2.00
21 Wang Invention Limited Partner 2.50 1.00%
No. Partner Name Partner Type Capital Contribution (RMB 10,000) Capital Contribution Ratio
22 Binglan Li Limited Partner 1.50 0.60
Total 250.04 100.00%
2. Deep Venture Capital
During the period of supplementary matters, Shenzhen Ventures will hold its statutory on February 1, 2024 and February 8, 2024, respectively.
The change of representative, amendment of articles of association and other related matters for industrial and commercial change registration.
As of the date of this supplemental legal opinion, the basic information of SZVC is updated as follows:
Company Name Shenzhen Innovation Investment Group Co., Ltd.
Unified social credit code 91440300715226118E
Business Type Limited Liability Company
Registered Address: 5201, Shenzhen Venture Capital Plaza, 1066 Hyde Road, Haizhu Community, Yuehai Street, Nanshan District, Shenzhen
Registered capital: RMB 10,000 million
Legal Representative Zuo Ding
Date of Establishment August 25, 1999
Term of operation 25 August 1999 to 25 August 2049
The general business items are: venture capital business; agency for other venture capital enterprises and other institutions or individuals.
People's venture capital business; venture capital consulting business; providing entrepreneurial management services for start-ups.
business; participation in the establishment of venture capital enterprises and venture capital management advisory bodies; equity investment;
Investing in equity investment funds; equity investment fund management, fiduciary management of investment funds (no
Engage in securities investment activities; may not raise funds publicly to carry out investment activities; may not raise funds from
Business scope public offering fund management business); entrusted asset management, investment management (may not engage in
trusts, financial asset management, securities asset management and other restricted items); investment advisory
(If approval is required in accordance with laws, administrative regulations, decisions of the State Council, etc., it shall be obtained in accordance with the law.
Relevant approval documents before operation); enterprise management consulting; enterprise management planning; national small and medium-sized
Market-making business in the enterprise share transfer system; engaging in premises on land where the right to use is legally acquired
Production development and operation business.
In summary, our lawyers are of the opinion that, as of the date of this Supplementary Legal Opinion, except for the above disclosures, there are no other changes in the parties involved in this transaction, and all of them are qualified to participate in this transaction.
3. the approval and authorization of this transaction
(I) new approvals and authorizations obtained
Based on the information and public disclosure information provided by Sreipu, and verified by our lawyers, the additional approvals and authorizations obtained for this transaction during the Supplementary Matters are as follows:
On February 26, 2024, Siripu held the second extraordinary general meeting of shareholders in 2024, which was reviewed and approved.
Proposal on the Company's Compliance with the Conditions for Issuing Convertible Corporate Bonds and Paying Cash for Assets and Raising Supporting Funds (Updated Draft), Proposal on the Company's Plan for Issuing Convertible Corporate Bonds and Paying Cash for Assets and Raising Supporting Funds (Updated Draft), Report on Issuing Convertible Corporate Bonds and Paying Cash for Assets and Raising Supporting Funds (Draft) and its summary motion "and other motions related to this transaction.
On June 5, 2024, Siripu held the 30th meeting of the third board of directors, which was reviewed and approved.
"Proposal on
(II) approvals and authorizations still to be obtained for this transaction
1. The transaction is subject to approval by the SSE and registration with the consent of the CSRC;
2. The parties shall perform other necessary approval/filing procedures (if applicable) in accordance with relevant laws and regulations.
Upon verification, our lawyers are of the view that, as of the date of issuance of this supplementary legal opinion, the transaction has fulfilled the approval and authorization procedures that should be performed at this stage, and can only be implemented after being examined and approved by the Shanghai Stock Exchange and approved by the CSRC for registration.
4. the material conditions of this transaction.
(I) This transaction is in compliance with the relevant provisions of the Reorganization Management Measures.
1. The transaction is in compliance with the provisions of Article 11 of the Reorganization Management Measures.
(1) According to the Restructuring Report (Draft) (Revised), the Audit Report of the Subject Company and confirmed by the Subject Company, the Subject Company is an analog integrated circuit design company focusing on the development and sales of high-precision, low-power battery management and high-efficiency, high-density power management chips. According to the National Economic Industry Classification (GB/T 4754-2017), the industry in which the target company is located belongs to the integrated circuit design (I6520) in the information transmission, software and information technology service industry (I), which is not prohibited or restricted by the national industrial policy and conforms to the national industrial policy.
The industry in which the subject company of this transaction is located does not belong to the high energy consumption and high pollution industry. During the reporting period, the subject company strictly complied with the requirements of national and local laws and regulations on environmental protection in the course of production and operation, and did not
There are cases of major administrative penalties imposed by the competent authorities for violating environmental protection laws and regulations. This transaction complies with the relevant provisions of laws and administrative regulations on environmental protection.
The subject company of the transaction adopts an asset-light operation model, and its business premises are acquired through leasing and have no land use rights. During the reporting period, the subject company was not subject to significant administrative penalties for violating laws and administrative regulations on land management. This transaction is in line with the relevant laws and administrative regulations of the state on land management.
According to the provisions of Article 3 of the provisions of the State Council on the reporting standards for concentration of business operators, if the concentration of business operators meets one of the certain standards, the business operators shall report to the competent commercial department of the State Council in advance, and those who fail to declare shall not implement concentration. The transaction did not meet the calculation criteria in the "Regulations of the State Council on the Standards for Reporting Concentration of Undertakings", so there is no need to report to the competent department of the Ministry of Commerce. The transaction does not violate the relevant provisions of the the People's Republic of China Anti-Monopoly Law and other anti-monopoly administrative regulations.
This transaction does not involve foreign investment and foreign investment matters, and this transaction complies with the provisions of laws and administrative regulations on foreign investment and foreign investment.
Therefore, this transaction is in line with the national industrial policy and the provisions of laws and administrative regulations on environmental protection, land management, anti-monopoly, foreign investment, foreign investment, etc., and in line with the provisions of Item (I) of Article 11 of the Measures for the Administration of Reorganization.
(2) According to the "Restructuring Report (Draft) (Revised Draft)", after the completion of this transaction, assuming that the convertible corporate bonds issued this time are all converted at the initial conversion price, the total share capital of the listed company It will not exceed 0.4 billion shares, and the proportion of shares held by the public will not be less than 25% of the total share capital of the listed company. This transaction will not cause the listed company to fail to meet the conditions for stock listing, in accordance with the provisions of Article 11, paragraph (II), of the Reorganization Management Measures.
(3) The transaction shall be carried out in accordance with the provisions of relevant laws and regulations, and the board of directors of the listed company shall put forward a plan, and employ an evaluation institution with the securities law and other laws and regulations and the conditions for engaging in securities service business stipulated by the CSRC to evaluate the underlying assets, The evaluation institution and the relevant appraisers have no realistic and expected interests or conflicts with the target company and the parties to the transaction, and have full independence. The transaction price of the underlying assets of the transaction is based on the appraisal results of the Asset Appraisal Report issued by Zhonglian Appraisal and is determined through consultation among the parties to the transaction. The board of directors of the listed company has held a meeting in accordance with the law to consider and approve the pricing principles and transaction price of the underlying assets of the transaction, and the independent directors have expressed their agreed independent opinions on the transaction. The assets involved in this transaction are priced fairly, there is no harm to the legitimate rights and interests of listed companies and shareholders, in line with the provisions of Article 11, paragraph (III), of the Measures for the Administration of Reorganization.
(4) The underlying asset of the transaction is 100.00 of the shares of Chuangxin Micro held by the counterparty. Chuangxinwei is currently a joint stock limited company. According to the provisions of the Company Law, "the directors, supervisors and senior managers of the company shall declare to the company the shares they hold and their changes, and the shares transferred each year during their term of office shall not exceed 25% of the total number of shares held by them; the shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned persons shall not transfer the shares of the Company held by them within six months of their departure." As of the date of this Supplemental Legal Opinion, Yang Xiaohua and Bai Qinggang, the counterparties to this transaction, are directors and senior managers of Chuang Xin Micro, and their annual transfer of shares shall not exceed 25% of the total number of shares of the Company held by them. In order to ensure the smooth progress of this transaction, the organizational form of Chuangxin Micro is proposed to be changed from a limited liability company to a limited liability company before the closing date of this transaction. As Ai Yulin, a shareholder of the Subject Company, did not participate in the transaction before the adjustment of the transaction plan, in order to avoid the subsequent failure of the Subject Company to change the nature of the Company as planned, the counterparties to the transaction, Yang Xiaohua and Bai Qinggang, were not involved in the transaction.
January 13, 2024 to apply to the subject company to resign as a director and senior management in order to successfully complete
Delivery. After the adjustment of the transaction plan, all shareholders of the target company have promised in the Asset Purchase Agreement signed by them that they will actively assist the target company in handling the relevant industrial and commercial change registration procedures for the overall change to a limited liability company, and have given up other transactions. The counterparty made a commitment to the priority rights such as the preemptive rights enjoyed by the transfer of the subject assets. The Transaction Plan has made practical arrangements for the overall change of the Subject Company to a limited liability company, and there is no legal obstacle to the change of the Subject Company from a limited liability company to a limited liability company prior to the closing date of the Transaction. On January 31, 2024, Yang Xiaohua and Bai Qinggang applied to withdraw their resignation.
Directors and senior management applications; on February 1, 2024, the subject company convened a board of directors to consider and agree
Yang Xiaohua and Bai Qinggang withdrew their resignation as directors and senior managers, and canceled the proposal of the first extraordinary general meeting of shareholders of the target company in 2024 on the deliberation and election of directors. Yang Xiaohua continued to hold the post of director of the target company, and Bai Qinggang continued to hold the post of director and executive deputy general manager.
According to the industrial and commercial registration data of the target company, the questionnaire and written commitment issued by the counterparty and verified by the lawyers of the exchange, the shares of the target company held by the counterparty are legally owned, and there is no situation of holding on behalf of the company through trust or entrusted shareholding. There is no security right such as mortgage, pledge, lien and other third party rights, and there is no situation of being sealed up, frozen or entrusted to restrict its transfer. At the same time, this transactionNo transfer of credit and debts is involved, and after the completion of this transaction, Chuangxin Micro is still liable for its own debts.
The counterparty to this transaction legally owns the shares of the subject company, and the ownership of the subject assets is clear; the parties to this transaction have made clear arrangements for the transfer and delivery of assets in the signed Asset Purchase Agreement, and under the condition that the parties strictly perform the agreement, the transfer of the subject assets held by the counterparty to the listed company will not exist.
legal obstacles. After the completion of the transaction, the subject company will become a wholly-owned subsidiary of the listed company, which will remain an independent subsisting legal entity, and all its debts and liabilities will still be enjoyed or borne by it, and the transaction will not involve the disposal of debts and liabilities, which is in line with the provisions of Item (IV) of Article 11 of the Administrative Measures on Restructuring.
(5) According to the Restructuring Report (Draft) (Revised), the transaction is conducive to the enhancement of the listed company's ability to continue operations, and there are no circumstances that may result in the main assets of the listed company being cash or no specific business operations after the reorganization, in compliance with the provisions of Article 11, paragraph (V), of the Measures for the Administration of Restructuring.
(6) As verified by our lawyers, before the completion of the transaction, the listed company had no controlling shareholder or de facto controller, and the listed company remained independent from the largest shareholder and the enterprises under its control in terms of business, assets, finances, personnel and institutions. This transaction will not lead to a change in the control right of the listed company, and will not affect the listed company's independence from the largest shareholder and the enterprises under its control in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies and in line with the provisions of item (VI) of Article 11 of the measures for the Administration of reorganization.
(7) As verified by our lawyers, prior to this transaction, the listed company has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizational bodies and formulated corresponding rules of procedure to ensure the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors and the exercise of their duties in accordance with the law, with a sound organizational structure and a sound corporate governance structure. After the completion of the transaction, the listed company will maintain a sound and effective corporate governance structure in accordance with the requirements of relevant laws, regulations and normative documents, in line with the provisions of Article 11, paragraph (VII), of the Administrative Measures on Restructuring.
2. The transaction is in compliance with the provisions of Article 43 of the Reorganization Management Measures.
(1) According to the Restructuring Report (Draft) (Revised) and the Pro Forma Review Report, the total assets and net assets of the listed company will be further increased after the completion of the transaction. Through this transaction, the listed company has enriched and improved the battery management and power management chip product lines, broadened the product range, and can better meet the diversified needs of customers and enhance market competitiveness. In the event that the performance commitment of the transaction is successfully achieved, the transaction will help improve the asset quality of the listed company, improve its financial position and enhance its ability to continue operations.
Prior to the transaction, the listed company was independent in terms of business, assets, personnel, organization and finance, and had an independent and complete business system and the ability to operate independently in the market. After the completion of the transaction, Chuangxin Micro will be included in the scope of consolidation of the listed company, which will not adversely affect the independence of the company and will not lead to peer competition among the listed company. This transaction does not constitute a connected transaction, and after the completion of this transaction, the listed company will not add new connected transactions as a result of this transaction.
Therefore, the transaction will not affect the independence of the listed company and will not lead to competition among the listed company.
competition and new related transactions, in accordance with the provisions of Article 43, paragraph 1, item (I) of the Measures for Reorganization Management.
(2) According to the "Audit Report" issued by PricewaterhouseCoopers accountants (PricewaterhouseCoopers Zhongtian Audit Character [2024] No. 10112), the financial accounting report of the listed company for the most recent year was issued by the certified public accountant with an unqualified audit report, in accordance with the provisions of Article 43, paragraph 1, item (II), of the Administrative Measures on Reorganization.
(3) According to the written documents issued by the listed company and its current directors, supervisors and senior managers and verified by the lawyers of the firm, the listed company and its current directors, supervisors and senior managers are not under investigation by the judicial authorities for suspected crimes Or suspected violations of laws and regulations are being investigated by the China Securities Regulatory Commission, which complies with the provisions of Article 43, Paragraph 1, Item (III) of the "Reorganization Management Measures.
(4) According to the industrial and commercial registration data of the target company, the questionnaire and written commitment issued by the counterparty and verified by the lawyers of the exchange, the shares of the target company held by the counterparty are all legally owned, and there is no situation of holding on behalf of the company through trust or entrustment, no mortgage, pledge, lien and other security rights and other third party rights are set up, and there is no situation of being sealed, frozen, escrow and escrow to restrict its transfer, the ownership of the underlying assets involved in this transaction is clear.
The underlying asset of the transaction is 100.00 shares of Creative Micro, the main business of the underlying company is the research and development and sales of analog chips (battery management chips and power management chips), and the underlying asset belongs to the category of operating assets.
The parties to the transaction have made clear arrangements for the transfer and delivery of assets in the signed Asset Purchase Agreement, and under the condition that the parties strictly perform the agreement, the parties to the transaction can complete the transfer of ownership within the contractual period.
Therefore, this transaction complies with the provisions of Article 43, paragraph 1, item (IV) of the Reorganization Management Measures.
(5) According to the Restructuring Report (Draft) (Revised), the listed company and the target company are both analog chip design companies, and both parties have synergies in product categories, technology accumulation and customer resources. After the completion of the transaction, the listed company will be able to further expand its product range and obtain new profit growth points, while Chuangxin Micro will be able to establish a more complete quality management system with the help of the listed company's platform, while reducing product costs and improving operational efficiency through group procurement and cross-customer introduction. Therefore, the assets purchased in this exchange have a synergistic effect with the existing main business of the listed company, which is in compliance with the provisions of Article 43, paragraph 2, of the Administrative Measures on Restructuring.
3. The transaction is in compliance with Article 44 of the Reorganization Management Measures and its applicable opinions.
In this transaction, the transaction price of 100.00 of the shares of the target company acquired by the listed company in this transaction is 1,060 million yuan, and 383.3895 million yuan is paid by issuing convertible corporate bonds. The amount of matching funds to be raised in this transaction shall not exceed 383.38 million yuan and shall not exceed 100 of the transaction price of the assets purchased by issuing convertible corporate bonds in this transaction. The fund-raising matching funds are used to pay the cash consideration and intermediary fees of the transaction, and there is no situation in which the fund-raising funds are used to supplement the liquidity of the listed company and the underlying assets and repay debts, in line with the provisions of Article 44 of the measures for the Administration of reorganization and the applicable opinions of articles 14 and 44 of the measures for the Administration of Major Assets reorganization of listed companies-opinion No. 12 on the Application of Securities and Futures Law, and guidelines on the Application of Regulatory rules-listing Class No. 1.
(II) this transaction is in compliance with Article 11.2 of the Rules Governing the Listing of the Science and Technology Innovation Board, and Article 11.2 of the Rules Governing the Listing of the Science and Technology Innovation Board.
The relevant provisions of Article 20 of the Measures for Continued Supervision (Trial) and Article 8 of the Reorganization Audit Rules
The industry to which the target company belongs belongs to the integrated circuit design industry, in line with the positioning of the board, the industry and the listed company are in the same industry, the target assets and the main business of the listed company have a synergistic effect, which is conducive to promoting the integration and upgrading of the main business of the listed company and improving the sustainable operation ability of the listed company. The transaction is in compliance with Article 11.2 of the Rules Governing the Listing of the CRE Board, Article 20 of the Measures for the Continuous Supervision of Listed Companies on the CRE Board (for Trial Implementation) and Article 8 of the Restructuring Review Rules.
(III) this transaction is in compliance with the provisions of the Measures for the Administration of Issuance Registration.
1. This transaction complies with the provisions of Article 11 of the Measures for the Administration of Issuance Registration.
(1) The listed company does not arbitrarily change the use of the previous raised funds without correction, or without the approval of the general meeting of shareholders, in accordance with the provisions of item (I) of Article 11 of the measures for the Administration of issuance and Registration.
(2) According to the "Audit Report" issued by PricewaterhouseCoopers accountants (PricewaterhouseCoopers Zhongtian Audit Zi [2024] No. 10112), the preparation and disclosure of the financial statements of the listed company in the most recent year do not comply with the accounting standards for enterprises in material aspects Or the provisions of relevant information disclosure rules; there is no situation where the financial accounting report of the most recent year has been issued with qualified opinions, negative opinions or unable to express opinions, in accordance with the provisions of Item (II) of Article 11 of the Measures for the Administration of Issuance Registration.
(3) According to the questionnaire issued by the current directors, supervisors and senior managers of listed companies and searched by our lawyers on the websites of China Securities Regulatory Commission and Shanghai Stock Exchange, the current directors, supervisors and senior managers of listed companies have not been subject to administrative punishment by the CSRC in the past three years, Or the situation of being publicly condemned by the stock exchange in the last year is in line with the provisions of item (III) of Article 11 of the measures for the administration of issuance and registration.
(4) According to the written documents issued by the listed company and its current directors, supervisors and senior managers and the certificates issued by the public security organs and verified by our lawyers through the Internet, the listed company and its current directors and supervisors
There is no situation in which the matter and senior management personnel are being investigated by the judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, in line with the provisions of Item (IV) of Article 11 of the Measures for the Administration of Issuance Registration.
(5) After verification by our lawyers, the largest shareholder of the listed company has not committed any major illegal acts that seriously damage the interests of the listed company or the legitimate rights and interests of investors in the past three years, which is in line with the provisions of item (V) of Article 11 of the measures for the Administration of issuance and Registration.
(6) According to the certification documents issued by the relevant government departments and verified by the lawyers of the firm, the listed company has not committed any major illegal acts that seriously damage the legitimate rights and interests of investors or the public interest in the past three years, in line with the provisions of item (VI) of Article 11 of the measures for the Administration of issuance and Registration.
Therefore, this transaction complies with the provisions of Article 11 of the Measures for the Administration of Issuance Registration.
2. This transaction complies with the provisions of Article 12 of the Measures for the Administration of Issuance Registration.
The total amount of matching funds raised this time shall not exceed 383.38 million yuan, which shall be used to pay the cash consideration and intermediary fees of this transaction, and shall not exceed 100 of the transaction price of the assets to be purchased in this transaction. The use of the raised matching funds is in line with the national industrial policy and relevant environmental protection, land management and other laws and administrative regulations; the use of the raised funds is not for holding financial investment, and shall not be directly or indirectly invested in the company whose main business is to buy and sell securities; after the completion of this transaction, there will be no new horizontal competition and unfair related party transactions with the largest shareholder of the listed company and the enterprises under its control, or seriously affect the independence of the company's production and operation; the funds raised this time are invested in the business in the field of scientific and technological innovation. Therefore, this transaction complies with the provisions of Article 12 of the Measures for the Administration of Issuance Registration.
3. This transaction complies with the provisions of Article 13 of the Measures for the Administration of Issuance Registration.
(1) The listed company has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizational bodies and formulated corresponding rules of procedure to ensure the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors and the exercise of their duties in accordance with the law. The listed company has hired independent directors and appointed the secretary of the board of directors. The board of directors has set up four special committees: the audit committee, the nomination committee, the remuneration and assessment committee, and the strategy committee. It has established an internal audit department and established a mechanism of mutual coordination and checks and balances among the authority, decision-making body, supervisory body and management.
In summary, the organizational structure of the listed company is sound, clear and well-functioning, in line with the provisions of the Company Law, the Articles of Association and other laws, regulations and normative documents. Therefore, this transaction complies with the provisions of Article 13, paragraph (I), of the Measures for the Administration of Issuance Registration.
(2) Net profit attributable to owners of the parent company of the listed company in 2021, 2022 and 2023
443.5356 million yuan, 266.8074 million yuan and -34.7131 million yuan, respectively, with an average distributable profit of 22,521.00 yuan. The amount paid by issuing convertible corporate bonds in the consideration of this transaction is 383.3893 million yuan. According to the coupon rate of 0.01/year (simple interest) of convertible corporate bonds issued to specific objects, the interest of convertible corporate bonds issued this time is 38300 yuan for one year. Therefore, the average distributable profit of the listed company in the last three years is sufficient to pay the interest of the above-mentioned bonds for one year, which is in line with the provisions of item (II) of Article 13 of the measures for the Administration of issuance and Registration.
(3) As of December 31, 2021, December 31, 2022 and December 31, 2023,
The asset-liability ratio of listed companies is 7.74 per cent, 8.81 per cent and 5.57 per cent, respectively, and the asset-liability structure is reasonable. In 2021, 2022 and 2023, the net cash flow generated by the operating activities of listed companies was 241.741 million yuan, 530.063 million yuan and -164.8955 million yuan respectively. The net cash flow outflow from operating activities in 2023 was mainly due to the economic situation of listed companies in 2023. Factors such as lower-than-expected market demand and fierce market competition have affected the operating income of 38.68 year-on-year, and the cash flow is normal. Therefore, this transaction complies with the provisions of Article 13, paragraph (III), of the Measures for the Administration of Issuance Registration.
4. This transaction complies with the provisions of Article 14 of the Measures for the Administration of Issuance and Registration.
The listed company does not default or delay the payment of principal and interest on the publicly issued corporate bonds or other debts, nor does it change the use of funds raised by the publicly issued corporate bonds in violation of the provisions of the Securities Law. Therefore, this transaction complies with the provisions of Article 14 of the Measures for the Administration of Issuance Registration.
5. This transaction complies with the provisions of Article 55 of the Measures for the Administration of Issuance Registration.
The listed company intends to issue shares to no more than 35 specific objects for the purpose of raising matching funds, in accordance with the provisions of Article 55 of the Measures for the Administration of Issuance Registration.
6. This transaction complies with the provisions of Articles 56 and 57 of the Measures for the Administration of Issuance and Registration.
The pricing base date for the issuance of shares to raise matching funds is the first day of the issue period, and the issue price is not less than 80% of the average price of the listed company's shares in the 20 trading days prior to the pricing base date, in line with the relevant provisions of Articles 56 and 57 of the Measures for the Administration of Issuance Registration.
7. This transaction complies with the provisions of Article 59 of the Measures for the Administration of Issuance Registration.
According to the Restructuring Report (Draft) (Revised) and verified by our lawyers, there are no more than 35 subscribers to the raising of matching funds, and there is no case of determining the object of issuance in advance. The shares subscribed by the subscribers for this issue shall not be transferred within 6 months from the date of the end of the issuance of shares, in accordance with the relevant provisions of Article 59 of the Measures for the Administration of Issuance Registration.
(IV) This transaction complies with the provisions of the Directed Convertible Bond Restructuring Rules and the Convertible Bond Measures.
1. The transaction is in compliance with Article 3 of the Directed Convertible Bond Restructuring Rules.
The resolutions of the 27th meeting of the third board of directors of listed companies have already dealt with the matters stipulated in Article 23 of the Measures for the Administration of Restructuring, as well as the issuance objects, issuance quantities, bond maturities, bond interest rates, and repayment of principal and interest The time limit and method, the determination of the conversion price, the source of the conversion shares, the conversion period, and the upward revision of the conversion price have been reviewed, and will be submitted to the general meeting of shareholders for deliberation. Therefore, this transaction complies with the provisions of Article 3 of the Directed Convertible Bond Restructuring Rules.
2. The transaction is in compliance with Article 5 of the Directed Convertible Bond Restructuring Rules.
The pricing benchmark date of the initial conversion price of the convertible bonds issued is the announcement date of the resolution of the 27th meeting of the third board of directors of the listed company. After consensus among the parties to the transaction, the initial conversion price is 158 yuan per share, which is not lower than the average price of the company's stock trading for 20 trading days, 60 trading days or 120 trading days before the announcement of the aforementioned board of directors' resolution 80%. Therefore, this transaction complies with the provisions of Article 5 of the Directed Convertible Bond Restructuring Rules.
3. The transaction is in compliance with Article 6 of the Directed Convertible Bond Restructuring Rules.
The duration of the issuance of convertible bonds to specific targets is 4 years from the date of issuance, taking full account of the implementation of the restricted period and the performance commitment obligations, not less than six months after the end of the restricted period and the performance commitment period. Therefore, this transaction complies with the provisions of Article 6 of the Directed Convertible Bond Restructuring Rules.
4. The transaction is in compliance with Articles 7 and 8 of the Directed Convertible Bond Restructuring Rules.
The relevant counterparties to this transaction have made lock-up commitments in accordance with Articles 7 and 8 of the Directed Convertible Bond Restructuring Rules. The transaction is in compliance with Articles 7 and 8 of the Directed Convertible Bond Restructuring Rules.
5. The transaction is in compliance with Article 9 of the Directed Convertible Bond Restructuring Rules.
The issuance of convertible bonds to a specific target may not be resold or redeemed within the restricted sale period. The targeted convertible bonds acquired by the performance commitment party through asset subscription may not be resold or redeemed until the performance compensation obligations for the corresponding year have been fulfilled. Therefore, this transaction complies with the provisions of Article 9 of the Directed Convertible Bond Restructuring Rules.
6. The transaction is in compliance with Article 15 of the Rules on Restructuring of Directed Convertible Bonds and Article 16 of the Measures on Convertible Bonds.
The listed company has disclosed in the "Chapter I Overview of the Transaction" of the "Restructuring Report (Draft) (Revised)" the "Specific Plan to 3. the Transaction" of the "Chapter I Overview of the Transaction" of the "Restructuring Report", the entrusted management matters of the convertible bonds issued for the purchase of assets, the rules of the bondholders' meeting, the liability for default and the dispute resolution mechanism, etc., in line with
Article 15 of the Rules on Restructuring of Directed Convertible Bonds and Article 16 of the Measures on Convertible Bonds.
7. The transaction is in compliance with Article 8 of the Measures for Convertible Bonds and Article 62 of the Measures for the Administration of Issuance and Registration.
The conversion period of the convertible corporate bonds issued this time is from the first trading day after the expiration of 6 months from the date of issuance to the maturity date of the convertible corporate bonds. During this period, convertible bondholders may exercise their conversion rights in accordance with the agreement, in compliance with Article 8 of the Measures for Convertible Bonds and Article 62 of the Measures for the Administration of Issuance and Registration.
In summary, our lawyers are of the opinion that the transaction is in compliance with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures on Restructuring, the Administrative Measures on Issuance and Registration, the Rules on Restructuring of Directed Convertible Bonds, the Measures on Convertible Bonds, the Listing Rules and other relevant laws, regulations and normative documents.
5. of the agreements related to this transaction
Our lawyers have disclosed the main terms of the relevant agreement of this transaction in the body of the Legal Opinion "5. the relevant agreement of this transaction", and disclosed the adjusted main terms of the relevant agreement of this transaction in the body of the Supplementary Legal Opinion (I) "5. the relevant agreement of this transaction. During the period of supplementary matters, there were no other changes in the agreements related to this transaction.
Our lawyers believe that the "Asset Purchase Agreement", "Supplementary Agreement for Issuing Convertible Corporate Bonds and Payment of Cash to Purchase Assets Agreement", "Supplementary Agreement for Performance Commitment and Compensation Agreement" have been effectively signed by the parties involved in the transaction, and the form and content of the agreement There is no violation of the mandatory provisions of laws and regulations. Such agreements will take effect after all the agreed effective conditions are met, and they are legally binding on all parties to the agreement.
Basic information on the underlying assets of the 6..
Based on the information provided by the Subject Company and public sources of inquiry, our lawyers have conducted additional verification of the Subject Assets and updated the changes during the period of the Supplementary Matters, and the contents that have not been updated remain valid, as follows:
Major assets of the (I) subject company
1. Foreign investment
As of the date of this Supplemental Legal Opinion, the Subject Company has 2 wholly-owned companies within the scope of its consolidated financial statements.
Subsidiaries, 2 branches, no participating companies. Our lawyers have disclosed the basic information of the subsidiaries and branches of the subject company in the "Basic Information 6. the Subject Assets" of the body of the Legal Opinion.
The target company completed Shenzhen Chuangxin Microelectronics Co., Ltd. Zhuhai on February 20, 2024.
Branch cancellation procedures. Except for the foregoing, there have been no changes in the subject company's subsidiaries or branches during the supplemental event period.
2. Intellectual property rights
(1) Trademark
During the supplemental period, the subject company acquired one additional registered trademark, as follows:
Sequence Registrant Trademark Text or Pattern Registration Number Category Term of Exclusive Rights
No.
1 Chuangxin Micro 71731300 9 2024-02-14 to Original
2034-02-13
(2) Patents
During the supplemental period, the subject company acquired 14 new utility model patents, as follows:
The patent owner's invention and creation name application number/patent number patent application date obtained.
No. Type Method
A charger with a turn lamp electric practical original.
1 Rectifier 2022234684358 for Chuangxin Microcircuit and Charger New 2022-12-23 Achieving
Chip
2 Chuangxin micro battery protection circuit, battery 2022234684343 practical 2022-12-23 original
New acquisition of protection systems and electronic equipment
3 Chuangxin micro battery protection circuit, battery 202223489043X practical 2022-12-23 original
New acquisition of protection systems and electronic equipment
4 Chuangxin micro battery protection chip, battery 2022236104145 practical 2022-12-30 original
Protection circuit and power supply circuit new acquisition
5 Chuangxin micro battery protection chip and power supply 2023207333518 practical 2023-03-30 original
Management system new acquisition
6 Chuangxin micro battery protection chip and battery 2023207231251 practical 2023-03-30 original
Protection circuit new acquisition
7 Chuangxin micro battery protection circuit and battery 2023208908508 practical 2023-04-12 original
Management system new acquisition
8 Chuangxin micro battery protection chip, battery 2023209019101 practical 2023-04-19 original
Protection systems and electronic equipment new acquisition
9 Chuangxin micro battery protection chip and electronic 2023209857429 practical 2023-04-19 original
New type of equipment acquired
10 Chuangxin micro-load detection module, battery 2023210895385 practical 2023-05-08 original
The patent owner's invention and creation name application number/patent number patent application date obtained.
No. Type Method
Protection chips, systems and electrical new acquisition.
Sub-device
Depletion of high power supply rejection ratio Practical original
11 Chuangxin Micro Reference Voltage Source and Power Supply Tube 2023213480868 New 2023-05-30
Chips
12 Chuangxin micro battery protection circuit, battery 2023214004661 practical 2023-06-02 original
New acquisition of protection systems and power supply equipment
13 Chuangxin micro a gate drive circuit, 2023215385853 practical 2023-06-15 original.
New chip and system acquisition
14 Chuangxin Micro A Battery Protection Circuit and 2023215714475 Practical 2023-06-19 Original
New system acquisition
(3) Exclusive rights to integrated circuit layout designs
During the supplemental period, the subject company acquired eight additional exclusive rights to integrated circuit layout designs, as follows:
Order Rights Holder layout design layout design creation completed the first commercial application date obtained.
Number Name Registration Number Day Use Day Mode
1 Chuangxin Micro GBP118A BS. 2355201 2023-02-21/2023-03-31 Original
52 acquired
2 Chuangxin Micro DP500A BS. 2355200 2023-03-13 / 2023-03-31 Original
71 acquired
3 Chuangxin Micro DGD02A BS. 2355737 2023-02-25/2023-09-06 Original
95 acquired
4 Chuangxin Micro GBP119A BS. 2355738 2023-06-16/2023-09-06 Original
09 acquired
5 Chuangxin Micro AN2302A BS. 2355737 2023-06-30/2023-09-06 Original
79 acquired
6 Chuangxin Micro GP154A BS. 2355738 2023-06-19/2023-09-06 Original
25 acquired
7 Chuangxin Micro GBP132A BS. 2355738 2023-06-01/2023-09-06 Original
17 acquired
8 Chuangxin Micro DS600R00 BS. 2355865 2022-10-17 2023-06-28 2023-10-19 Original
70CFD 44 acquired
4. Leased Property
During the supplemental period, the subject company's subsidiary, Chuangxin Mathematical Model, leased one new leased property, as follows:
Order Lessee Lessor Lease Address Lease Area Lease Term
No. (㎡)
Order Lessee Lessor Lease Address Lease Area Lease Term
No. (㎡)
Zhuhai Da Hengqin Fa Zhuhai Hengqin New District Huandao North Road 2023-11-16
1 Chuangxin Digital Model Exhibition Co., Ltd. 2515, Unit 2 604-2, 604- 202.88 2027-01-15
3
During the supplemental period, the subject company's original lease of Zhuhai Mayor and Property Services Co.
The lease will terminate on November 30, 2023.
Taxation of the Subject Company of the (II)
1. Main taxes and tax rates of the subject company
According to the Audit Report issued by Rongcheng Accountants, the information provided by the subject company and the information provided by our lawyers.
Verified that as of March 31, 2024, the principal taxes and tax rates implemented by the subject company were as follows:
Tax Type Tax Basis Tax Rate
VAT on sales of goods or provision of taxable services 5.00 per cent, 9.00 per cent, 6.00 per cent and 13.00 per cent
Urban maintenance and construction tax 7.00% of turnover tax payable
Education surcharge turnover tax payable 3.00%
Local education additional turnover tax payable 2.00%
12.50 per cent, 17 per cent and 25 per cent of taxable income from corporate income tax (note)
Note: According to the Notice of the State Council on Printing and Distributing Several Policies on Promoting the High-quality Development of Integrated Circuit Industry and Software Industry in the New Era (Guo Fa [2020] No. 8) and the Announcement on Enterprise Income Tax Policy on Promoting the High-quality Development of Integrated Circuit Industry and Software Industry (Announcement [2020] No. 45), Chuangxin Micro meets the preferential conditions for enterprise income tax of key integrated circuit design enterprises encouraged by the state (starting from the profit-making year, the first to second years are exempt from corporate income tax, and the third to fifth years are halved at the statutory rate of 25%), and the company has been profitable since the 2020 tax, therefore,
The applicable corporate income tax rate for 2022, 2023 and January-March 2024 is 12.50 percent. Chuangxin micrino
Company N1 DEVICES PTE. LTD. For companies established in Singapore, a 17.00 per cent corporate income tax rate is imposed. Create
Core Micro subsidiary Chuangxin Digital Model (Zhuhai) Technology Co., Ltd. implements a 25.00 percent corporate income tax rate.
2. Tax benefits
According to the Audit Report issued by Rongcheng Accountants, the information provided by the subject company and verified by our lawyers, the tax benefits enjoyed by the subject company during the reporting period are as follows:
According to the "Notice of the State Council on Issuing Several Policies to Promote the High-quality Development of the Integrated Circuit Industry and Software Industry in the New Era" (Guo Fa [2020] No. 8) and the "Announcement on the Enterprise Income Tax Policy to Promote the High-quality Development of the Integrated Circuit Industry and Software Industry" (Announcement [2020] No. 45), Chuangxin Micro meets the preferential conditions for enterprise income tax for key integrated circuit design enterprises encouraged by the state (starting from profit year, the first to second years are exempt from corporate income tax, and the third to fifth years are halved at the statutory rate of 25%).Begin to make a profit, therefore, Chuangxin Micro 2022,
The applicable corporate income tax rate for 2023 and January-March 2024 is 12.50 percent.
3. Tax payment according to law
According to the "Certificate of Tax Illegal Records" issued by the Shenzhen Longgang District Taxation Bureau of the State Administration of Taxation and verified by our lawyers, Chuangxin Wei did not find any major tax illegal records during the supplementary matters.
Pending litigation, arbitration and administrative penalties (III) the subject company
(1) Pending litigation and arbitration
According to the written confirmation of the subject company and verified by our lawyers, as of the date of this supplementary legal opinion, the subject company does not have any outstanding litigation or arbitration cases with an amount exceeding 500000 yuan.
In addition, according to the information provided by the subject company, in the case of a dispute over the sale and purchase contract between Shenzhen Xinlian Electronics Co.
On the 6th, a "civil judgment" ((2023) yue 03 min zong no 39596) was issued, rejecting Shenzhen xinlian
For the appeal of Electronics Co., Ltd., the original judgment was upheld and the judgment was final. As of the date of this supplemental legal opinion, the freezing and preservation measures for funds in the account of Chuangxin Micro Bank have been lifted.
(2) Administrative penalties
According to the supporting documents issued by the relevant government departments, the written explanation issued by the subject company and verified by our lawyers, the subject company had no major violations of the law in taxation, industry and commerce, social security, housing provident fund and other aspects during the reporting period.
7. the treatment of claims and debts involved in this transaction and the placement of employees.
Our lawyers have disclosed matters related to the treatment of creditor's rights and debts and the resettlement of employees in the text of the Legal Opinion, which has not changed during the period of the supplementary matters.
Our lawyers believe that after the completion of the transaction, the subject company is still an independent legal entity, and the transaction does not involve the transfer of credit and debts and the placement of employees.
8. related transactions and peer competition
During the period of supplementary matters, Li Yajun resigned as the non-employee representative supervisor of the third session of the Supervisory Board of Sreipu.
Position. On May 25, 2024, Siripu held the third extraordinary general meeting of shareholders in 2024, which was reviewed and approved.
"Proposal on Nominating Candidates for Non-Employee Representative Supervisors", the election category Xiansheng serves as the non-employee representative supervisor of the third board of supervisors of Sreipu, and the term of office is from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the third board of supervisors. In connection with this transaction, the supervisors of the listed company have made a "Letter of Commitment on Regulating and Reducing Connected Transactions", as follows:
"(1) On the premise that the interests of the listed company and other shareholders are not adversely affected, I and other enterprises under my control will try to avoid and reduce related transactions with the listed company and the enterprises under its control.
(2) After the completion of this transaction, if it is really necessary for the related party transactions between me and the enterprise under my control and the listed company, I and the enterprise under my control guarantee to follow the principles of openness, fairness and impartiality of market transactions, conduct transactions in accordance with fair and reasonable market prices, and perform the decision-making procedures of related party transactions in accordance with the provisions of relevant laws, regulations and normative documents, and perform the obligation of information disclosure in accordance with the law.
(3) I warrant that I and the enterprise under my control will not obtain any improper benefits or impose any improper obligations on the listed company through related transactions with the listed company, or interfere with the independence of the listed company in terms of assets, business, finances, personnel, institutions, etc, it is guaranteed that it will not use related party transactions to urge the shareholders' meeting, board of directors, board of supervisors, management and other institutions or personnel of the listed company to make decisions or acts that may damage the legitimate rights and interests of the listed company and its shareholders.
(4) I guarantee that I will, in accordance with the provisions of laws and regulations, normative documents and articles of association, when deliberating related party transactions with listed companies, earnestly abide by the avoidance procedures of the board of directors and shareholders' meeting of listed companies when voting on related party transactions, strictly abide by the company's decision-making system on related party transactions, and ensure that the interests of the company are not harmed.
This letter of commitment shall remain in effect during my tenure as a director, supervisor or senior manager of the Company. If I violate the above commitment, I will bear the corresponding legal responsibility in accordance with the law. In the event of subsequent changes in relevant laws, regulations and regulatory documents of the securities regulatory authorities, I will adjust the above commitments accordingly in accordance with the relevant provisions."
Our lawyers have disclosed the related transactions in the text of the Legal Opinion under "8. related transactions and peer competition" and the text of the Supplementary Legal Opinion (I) under "8. related transactions and peer competition".
easy, inter-industry competition-related matters. Except for the aforementioned undertakings issued by the new supervisors of the listed company, there have been no other changes in matters related to connected transactions and peer competition in this transaction.
In the opinion of our lawyers, as of the date of this supplementary legal opinion, this transaction does not constitute a connected transaction, and this transaction will not lead to new connected transactions and peer competition of the listed company.
9. the disclosure of information related to this transaction.
After verification by our lawyers, we believe that, as of the date of issuance of this supplementary legal opinion, the listed company has fulfilled the necessary statutory disclosure and reporting obligations in accordance with laws and regulations, the Articles of Association and the relevant provisions of the Shanghai Stock Exchange, continue to fulfill relevant information disclosure and reporting obligations in accordance with relevant laws and regulations such as the Administrative Measures on Restructuring and the Rules Governing the Listing of CRE Board.
Verification of the purchase and sale of securities by persons related to the 10..
As of the date of this supplementary legal opinion, the listed company has issued a self-examination report and made an announcement on the trading of the shares of the listed company by the relevant insider information during the self-examination of the transaction, and our lawyers have issued a special verification opinion on the company's self-examination report.
XI. Qualifications of the securities service providers participating in the transaction
Our lawyers have disclosed the intermediary institutions and their qualifications in this transaction in the text of the Legal Opinion, and there has been no change during the supplementary matters.
In the opinion of our lawyers, as of the date of this Supplemental Legal Opinion, the securities service providers participating in this transaction have the necessary service qualifications.
XII. Concluding observations
In addition to the above-mentioned disclosed circumstances, according to the statements and undertakings of the listed company, the subject company and the counterparty, and verified by our lawyers, as of the date of this supplementary legal opinion, other matters of this transaction have not changed significantly. To sum up, our lawyers believe that:
1. The overall plan of the transaction of the listed company complies with the provisions of laws, regulations and normative documents as well as the Articles of Association of the Company;
2. All parties involved in this transaction are qualified to implement the transaction;
3. The necessary authorization and approval has been obtained at this stage of the transaction, and the authorization and approval obtained is legal and effective; the transaction is still subject to the examination and approval of the SSE and the registration consent of the CSRC;
4. The transaction complies with the principles and substantive conditions stipulated in the Restructuring Management Measures and other laws, regulations and normative documents;
5. The relevant agreements signed by the parties involved in this transaction comply with the provisions of Chinese laws and regulations and will take effect when the conditions for entry into force agreed upon in each agreement are fulfilled;
6. The ownership of the underlying assets of the transaction is clear and there are no legal obstacles to the transfer or transfer of the assets;
7. The subject assets of the transaction are the equity interests of the subject company and do not involve the transfer or disposal of the subject company's claims and debts, and the original claims and debts of the subject company are still enjoyed or borne by the subject company after the completion of the transaction; there is no infringement of the interests of creditors and other relevant parties in the transaction;
8. This transaction does not constitute a connected transaction, and this transaction will not lead to new connected transactions and peer competition of the listed company;
9. The transaction has fulfilled its statutory information disclosure and reporting obligations at this stage in accordance with the law, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed;
10. The securities service provider for this transaction has the appropriate qualifications necessary to provide services for this transaction;
11. After obtaining all the required approvals and approvals, there are no significant legal obstacles to the implementation of this transaction.
(No text below)
Section III Signature Page
(There is no text on this page, which is the signature page of the Supplementary Legal Opinion (II) of Guohao Lawyers (Shanghai) Firm on the Issuance of Convertible Bonds and the Payment of Cash for Assets and the Raising of Supporting Funds by Sreipu Microelectronics Technology (Suzhou) Co.
This Supplemental Legal Opinion was issued on January, 2004 in triplicate and without copy.
Ben.
Guo Hao Law Firm (Shanghai)
Responsible person: _______________ Handling lawyer: _______________
Xu Chen Li Qiang
_______________
Chen Yushen
_______________
Ge Tao
Ticker Name
Percentage Change
Inclusion Date
