Beijing Zhonglun law firm
Notice on the exemption from issuing an offer for the subscription of China Greatwall Technology Group Co.Ltd(000066) non-public shares by China Electronics Co., Ltd. and its persons acting in concert
Legal opinion
January, 2002
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Beijing Zhonglun law firm
About China Electronics Co., Ltd. and its persons acting in concert
Subscription for China Greatwall Technology Group Co.Ltd(000066) non-public offering
Exemption from the offer of shares
Legal opinion
To: China Greatwall Technology Group Co.Ltd(000066)
According to the legal service agreement signed with China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as the “issuer”, “company” or ” China Greatwall Technology Group Co.Ltd(000066) “), Beijing Zhonglun law firm (hereinafter referred to as “the firm”) accepts the entrustment of the issuer to act as the special legal adviser for China Greatwall Technology Group Co.Ltd(000066) non-public offering of shares (hereinafter referred to as “the issuance” or “the non-public offering”), This legal opinion is issued with respect to the exemption from the offer involved in the subscription of some shares issued this time (hereinafter referred to as “this subscription”) by China Electronics Co., Ltd. (hereinafter referred to as “CLP”) and its concerted party, CLP Financial Investment Holding Co., Ltd. (hereinafter referred to as “CLP financial holding”).
For this offering, the exchange has issued the legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public development of RMB common shares (hereinafter referred to as the “legal opinion”) to the issuer The lawyer’s work report of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public development of RMB common shares (hereinafter referred to as the “lawyer’s work report”), the legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public issuance of RMB common shares (I) (hereinafter referred to as the “Supplementary Legal opinion (I)” Legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public development of RMB common shares (II) (hereinafter referred to as “supplementary legal opinion (II)”), legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public offering of RMB common shares (III) (hereinafter referred to as “supplementary legal opinion (III)” Legal opinion of Beijing Zhonglun law firm on China Greatwall Technology Group Co.Ltd(000066) non-public development of RMB common shares (IV) (hereinafter referred to as “supplementary legal opinion (IV)”). The aforementioned legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III) and supplementary legal opinion (IV) are collectively referred to as “issued lawyer documents”.
Unless otherwise stated in this legal opinion, the matters stated in this legal opinion are consistent with those stated in the issued lawyer’s documents. Unless otherwise stated in this legal opinion or the context indicates otherwise, the abbreviation used in this legal opinion has the same meaning as that used in the issued lawyer’s document.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and in accordance with the company law, the securities law, the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”) The following legal opinions are issued in accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “measures for the administration of acquisition”):
1、 Exemption from the qualification of the subject issuing the offer
(I) exempt the subject of the offer
1. CLP Co., Ltd
According to the business license, articles of association and other materials provided by the issuer and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of CLP is as follows:
Company name: China Electronics Co., Ltd
Unified social credit code 91440300ma5dq1xb29
Legal representative: Sun Jie
The registered capital is 28 billion yuan
Date of establishment: December 1, 2016
Long term operation
Address: South, 15th floor, Sangda science and technology building, No. 1, Keji Road, Yuehai street, Nanshan District, Shenzhen
General business items: scientific research, development, design, manufacturing and sales of electronic raw materials, electronic components, electronic instruments and meters, complete electronic products, electronic application products and application systems, special electronic equipment, supporting products and software; General contracting and organization management of electronic application system engineering, construction engineering, communication engineering and water treatment engineering; Development, promotion and application of environmental protection and energy-saving technologies; Real estate development and operation; Business scope of automobile, auto parts and hardware
Sales of electricity, photographic equipment, building materials, decoration materials and clothing; Undertaking exhibitions; House repair business; Consulting services, technical services and transfer; Maintenance and sales of household appliances.
(enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
According to the written confirmation of CLP, CLP is a limited liability company established and validly existing according to law, and there is no need to terminate according to relevant laws, administrative regulations or the articles of association.
2. CLP financial holding
According to the business license and articles of association of CLP Financial Holdings provided by the issuer and verified by the lawyers of the exchange, the basic information of CLP financial holdings as of the date of issuance of this legal opinion is as follows:
Company name: CLP Financial Investment Holding Co., Ltd
Unified social credit code 91120116ma06jb9x3m
Legal representative: Jiang Juncheng
The registered capital is 4 billion yuan
Date of establishment: February 15, 2019
Long term operation
Address: Industrial incubation-5-81, 2-204 north, No. 18, Haitai West Road, Huayuan Industrial Zone, Tianjin
Asset management (excluding financial assets); Equity investment; Investment management; Financial advisor. (according to law)
Nature of Business
For projects subject to approval, business activities can be carried out only after approval by relevant departments)
According to the written confirmation of CLP financial holding, CLP financial holding is a limited liability company established and effectively existing according to law, and there is no need to terminate according to relevant laws, administrative regulations or the articles of association.
(II) concerted action relationship of the subject exempted from issuing the offer
According to the information provided by the issuer and verified by our lawyers, both CLP Co., Ltd. and CLP financial holding are wholly-owned subsidiaries of China Electronics Group, the actual controller of the issuer.
According to the relevant provisions of the measures for the administration of acquisitions, “investors who have acted in concert in the acquisition of listed companies and the change of relevant share rights and interests are persons acting in concert with each other. If there is no evidence to the contrary, investors who have one of the following circumstances are persons acting in concert:… (II) investors are controlled by the same subject.
Therefore, CLP and CLP financial holding are acting in concert.
(III) acquisition qualification of the subject exempted from the offer
According to the written confirmation of CLP Co., Ltd. and CLP financial holding and the verification of our lawyers, neither CLP Co., Ltd. nor CLP financial holding is prohibited from acquiring listed companies as stipulated in the acquisition management measures:
1. Bear a large amount of debt, which is not paid off when due and is in a continuous state;
2. Major violations or suspected major violations in the last three years;
3. Serious dishonesty in the securities market in the last three years;
4. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
In conclusion, our lawyers believe that CLP Co., Ltd. and CLP financial holding are limited liability companies established and effectively existing according to law, there is no need to terminate according to relevant laws, administrative regulations or the articles of association, and there is no prohibition on the acquisition of listed companies as stipulated in Article 6 of the acquisition management measures, so they are qualified to be exempted from making this offer.
2、 Shareholding of the subject exempt from the offer
According to the information provided by the issuer and verified by our lawyers, before the issuance, CLP, CLP financial holding and its concerted party Hunan Computer Factory Co., Ltd. held 1241144910 shares of the issuer, accounting for 42.21% of the total share capital of the issuer before the issuance.
According to the information provided by the issuer and verified by our lawyers, during the implementation of this issuance, CLP limited subscribed 53724928 shares and CLP Financial Holdings subscribed 25071633 shares. After the issuance, CLP, CLP financial holdings and Hunan Computer Factory Co., Ltd., who acted in concert, held 1319941471 shares of the issuer, accounting for 40.92% of the total share capital of the issuer after the issuance.
3、 This subscription belongs to the situation of exemption from making an offer stipulated in the measures for the administration of acquisition
According to the relevant provisions of the measures for the administration of acquisition, “An investor may be exempted from making an offer under any of the following circumstances:… (III) With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer.
According to the information provided by the issuer and verified by the lawyers of the exchange, this subscription is exempt from the offer stipulated in the measures for the administration of acquisition, as follows:
1. After the completion of this offering, CLP, CLP financial holdings and its concerted party Hunan Computer Factory Co., Ltd. jointly hold 40.92% of the shares of the issuer, exceeding 30% of the issued shares of the issuer.
2. CLP Co., Ltd. and CLP financial holding have issued a written commitment not to transfer the new shares subscribed this time within 36 months from the date of the end of this offering.
3. On November 27, 2020, the issuer held the sixth extraordinary general meeting of shareholders in 2020. The non affiliated shareholders have deliberated and approved the proposal on submitting the general meeting of shareholders to approve the controlling shareholders and their persons acting in concert to be exempted from increasing the company’s shares by offer, and agreed that CLP Co., Ltd. and CLP financial holdings are exempted from increasing the company’s shares by offer.
To sum up, our lawyers believe that the subscription of CLP limited and CLP financial holding is exempt from making an offer as stipulated in the acquisition management measures.
4、 Concluding observations
To sum up, our lawyers believe that CLP limited and CLP financial holding have the subject qualification to be exempted from the offer. This subscription meets the provisions of item (III) of paragraph 1, Article 63 of the acquisition management measures and can be exempted from the offer.
This legal opinion is made in three originals, which shall come into force after being sealed by the exchange and signed by the undertaking lawyer.
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