Guohao law firm (Nanjing)
Performance compensation for Tianjin Pengling Group Co.Ltd(300375) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions involves repurchase and cancellation of shares held by counterparties
of
Legal opinion
Floors 5, 7-8, block B, 309 Hanzhongmen street, Nanjing, Jiangsu, China Postal Code: 210036
5、7-8/F,BlockB,309HanzhongmenStreet,Nanjing,China,210036
Tel: + 862589660900 Fax: + 862589660966
Website: http://www.grandall.com.cn.
January 2022
Guohao law firm (Nanjing)
Performance compensation for Tianjin Pengling Group Co.Ltd(300375) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions involving repurchase and cancellation of shares held by counterparties
Legal opinion
To: Tianjin Pengling Group Co.Ltd(300375)
Guohao law firm (Nanjing) accepts the entrustment of Tianjin Pengling Group Co.Ltd(300375) (hereinafter referred to as "the company" or " Tianjin Pengling Group Co.Ltd(300375) ") as the special legal adviser for the company to issue shares and pay cash to purchase assets and raise matching funds and performance compensation for related party transactions (hereinafter referred to as "this transaction"), involving the repurchase and cancellation of shares held by the counterparty (hereinafter referred to as "this repurchase"), In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other currently promulgated and effective laws, regulations and administrative rules, as well as the relevant normative documents of the China Securities Regulatory Commission and Shenzhen Stock Exchange, this legal opinion is issued on the above matters in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Section 1 matters declared by lawyers
The lawyer of our firm gives legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the current laws and regulations of China, and declares as follows:
(I) in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Full verification and verification have been carried out to ensure that the facts identified in the legal opinions are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities;
(II) our lawyers agree to submit this legal opinion as a necessary legal document for this repurchase together with other materials, and are willing to bear corresponding legal liabilities;
(III) the company has guaranteed that it has provided the lawyers of this firm with authentic, complete and effective original written materials, duplicate materials or oral testimony necessary for issuing legal opinions;
(IV) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units;
(V) our lawyers do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the repurchase of the company. The reference of some data or conclusions in the relevant accounting statements, audit and asset evaluation reports in our legal opinion does not mean that we have a clear opinion on these data Make any express or implied guarantee for the authenticity and accuracy of the conclusion, and our lawyer is not qualified to check and evaluate the contents of these documents;
(VI) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion; (VII) this legal opinion is only for the purpose of this repurchase and shall not be used for any other purpose. Section II main body
1、 Basic information of this transaction
(I) review and approval of this transaction
On April 1, 2019, the company received the reply on approving Tianjin Pengling Group Co.Ltd(300375) to issue shares to purchase assets and raise supporting funds from Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (zjxk [2019] No. 498), China Securities Regulatory Commission approved Tianjin Pengling Group Co.Ltd(300375) to issue shares and pay cash to purchase 100% equity of Hebei Xinou Auto Parts Technology Co., Ltd. (hereinafter referred to as "Xinou technology"), including Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. (hereinafter referred to as " Chang Chun Eurasia Group Co.Ltd(600697) "), song Jinhua, Xie Donglin Xie Dongtai and Qinghe Xinou Enterprise Management Service Center (limited partnership) (hereinafter referred to as "Qinghe Xinou") ( Chang Chun Eurasia Group Co.Ltd(600697) , song Jinhua, Xie Donglin, Xie Dongtai and Qinghe Xinou hereinafter referred to as "the counterparty") hold 51% of the equity of Xinou technology, and purchase 49% of the total equity of Xinou technology held by the counterparty by issuing shares and paying cash, At the same time, matters related to non-public offering of shares to raise supporting funds from no more than 5 qualified specific objects.
(II) implementation of this transaction
On April 5, 2019, Tianjin Pengling Group Co.Ltd(300375) issued Tianjin Pengling Group Co.Ltd(300375) on the completion of the transfer of the subject assets of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
According to the announcement (announcement Code: 2019-037), new Europe technology received the business license (Unified Social Credit Code: 911305347681443433) issued by the administrative examination and approval Bureau of Qinghe Economic Development Zone, Hebei Province on April 3, 2019. The 49% equity of new Europe technology jointly held by counterparties Xie Dongtai, Chang Chun Eurasia Group Co.Ltd(600697) and Qinghe New Europe has been changed and registered under the name of Tianjin Pengling Group Co.Ltd(300375) , The transfer procedures of the underlying assets have been completed and Tianjin Pengling Group Co.Ltd(300375) holds 100% equity of new Europe technology.
(III) performance compensation agreement
According to the performance compensation agreement, the counterparty promises that the net profit realized by new Europe technology in 2018, 2019 and 2020 (subject to the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses, the same below) will not be less than 80 million yuan, 100 million yuan and 120 million yuan respectively, and the cumulative net profit realized in three years will not be less than 300 million yuan.
If, during the compensation period, the accumulated actual profits realized by new Europe technology are lower than the net profit commitment, the compensation obligor shall compensate according to the calculation method and compensation method agreed in the agreement: all parties agree that if the completion of new Europe technology performance commitment in 2018 or 2019 fails to reach 90%, Then the counterparty shall perform the compensation obligation in the current year according to the calculation method and compensation method agreed in the agreement; If the completion of new Europe's technology performance commitment does not reach 90% in any compensation period, the amount of compensation payable for that year shall be calculated and determined according to the following formula within 10 days from the disclosure of the annual report (including special opinions) of the corresponding year of Tianjin Pengling Group Co.Ltd(300375)
Amount to be compensated in the current year = (cumulative net profit commitment of new Europe technology by the end of the current year - cumulative actual profit of new Europe technology by the end of the current year) ÷ total net profit commitment of each year during the compensation period of new Europe Technology × Tianjin Pengling Group Co.Ltd(300375) total consideration for purchasing corresponding target assets - compensated amount;
Compensated amount = number of compensated shares × Issue price + compensated cash amount.
The compensation obligor shall give priority to the compensation of Tianjin Pengling Group Co.Ltd(300375) in the form of share compensation, that is, give priority to the compensation of Tianjin Pengling Group Co.Ltd(300375) shares obtained due to this transaction, and calculate and determine the number of shares to be compensated according to the following formula: the number of shares to be compensated during the compensation period = the amount of compensation to be compensated during the compensation period ÷ the issue price II. Relevant information of this repurchase
(I) approval and authorization of this repurchase
On December 22, 2021, Tianjin Pengling Group Co.Ltd(300375) held the sixth (Interim) meeting of the eighth board of directors, deliberated and adopted the proposal on the performance commitment compensation scheme of Hebei Xinou Auto Parts Technology Co., Ltd. in 2020. As the general manager of Xinou technology, Director Tian Jinping avoided voting on this proposal; The independent directors issued prior approval opinions on matters related to the sixth (Interim) meeting of the eighth board of directors.
According to the announcement of Tianjin Pengling Group Co.Ltd(300375) on the 2020 performance commitment compensation scheme of Hebei Xinou Auto Parts Technology Co., Ltd. (announcement Code: 2021-047) issued by the company on December 23, 2021, the performance compensation scheme is that both parties to the transaction shall, in accordance with the provisions of the performance compensation agreement, Finally, it is determined that the compensation amount of new Europe technology in 2020 due to the failure to complete the performance commitment is 185778338.48 yuan, and the company's shares obtained due to this exchange are given priority.
On January 7, 2022, Tianjin Pengling Group Co.Ltd(300375) held the first extraordinary general meeting of shareholders in 2022 and considered and adopted the above proposal.
Based on the above verification, our lawyers believe that the company's internal approval procedures for this repurchase are legal and effective.
(II) number and price of shares repurchased this time
1. Number of shares repurchased
(1) Performance completion in 2020
According to the verification report on the achievement of major asset restructuring performance commitments (xyzh / 2021jnaa40048) issued by ShineWing Certified Public Accountants (special general partnership) on April 23, 2021, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2020 was 73.5554 million yuan, which completed 61.30% of the performance commitments in 2020; The net profit attributable to the owner of the parent company in 2018, 2019 and 2020 after deducting non recurring profits and losses was 215841200 yuan, which was 84158800 yuan lower than the promised net profit attributable to the owner of the parent company in 2018, 2019 and 2020 after deducting non recurring profits and losses, and completed 71.95% of the three-year Cumulative Performance commitment.
(2) Calculation of the number of repurchased shares
According to Tianjin Pengling Group Co.Ltd(300375) announcement on the completion of share repurchase and cancellation of performance commitment compensation (announcement Code: 2020-039) issued by Tianjin Pengling Group Co.Ltd(300375) on August 20, 2020, because new Europe technology failed to complete the promised performance in 2018 and 2019, Tianjin Pengling Group Co.Ltd(300375) repurchased and cancelled the compensation obligor Chang Chun Eurasia Group Co.Ltd(600697) at the price of 1 yuan Qinghe Xinou shall compensate 37620210 shares (the compensation amount shall be 150857039.35 yuan).
According to Tianjin Pengling Group Co.Ltd(300375) 's announcement on May 18, 2019, " Tianjin Pengling Group Co.Ltd(300375) 's announcement on adjusting the issue of shares and paying cash to purchase assets and raising the matching funds and related transaction issuing price and issuing quantity" after implementing the profit distribution plan for the year 2018 (Bulletin encoding: 2019-062), after the implementation of the 2018 annual equity allocation, The issue price of this transaction was adjusted from 6.88 yuan / share to 4.01 yuan / share.
According to the performance compensation agreement and the verification report on the achievement of performance commitments of major asset restructuring (xyzh / 2021jnaa40048), the compensation amount in 2020 is as follows:
（300,000,000.00-215,841,155.54）÷300,000,000.00 × 1200000000.00-150857039.36 note = 185778338.48 (yuan)
The number of shares corresponding to compensation is:
185778338.48 ÷ 4.01 = 46328763 (shares) (if the calculation result is less than one share, round it up). Note: the compensation amount specified in the Tianjin Pengling Group Co.Ltd(300375) announcement on the completion of repurchase and cancellation of performance commitment compensation shares (announcement Code: 2020-039) is 150857039.35 yuan, which is 0.01 yuan different from the compensated amount of 150857039.36 yuan in the above formula, which is a calculation error, It will not affect the calculation of the number of shares to be compensated in this repurchase.
(3) Compensation obligations of the counterparty
According to the letter of commitment issued by Chang Chun Eurasia Group Co.Ltd(600697) , Qinghe Xinou and Xie Dongtai on fully knowing and agreeing to the repurchase, the number of compensation shares of the compensation obligor is as follows:
No. number of shares to be compensated by the compensation obligor (shares)
1 Hebei Xinhua Eurasian Auto Parts Group Co., Ltd. 28617666
2 Qinghe Xinou Enterprise Management Service Center (limited partnership) 9265752
3 Xie Dongtai 8445345
Total 46328763
2. Share repurchase price
According to the performance compensation agreement, the total price is RMB 1. 3、 Concluding observations
In conclusion, our lawyers believe that the company's internal approval procedures for this repurchase are legal and effective; The number and price of shares repurchased this time comply with the relevant agreements signed between the company and the counterparty.
(with)
