Beijing Zhide law firm
On Wang Zhifang’s exemption from making an offer
Special legal opinions
Zhi de (Zheng) Zi [2022] No. 002
February, 2002
5th floor, Raffles Center office building, No. 1, Dongzhimen South Street, Dongcheng District, Beijing
5th Floor, Raffles City Beijing Offices Tower,
No.1 Dongzhimen SouthStreet, Dongcheng District, Beijing 100007 P.R.C.
T.010-56500900 F.010-56500999
www.meritsandtree. com.
interpretation
In this special legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
Acquirer refers to Wang Zhifang
Company, Tianjin Pengling Group Co.Ltd(300375) refers to Tianjin Pengling Group Co.Ltd(300375)
This acquisition refers to that the proportion of Tianjin Pengling Group Co.Ltd(300375) shares held by the acquirer exceeds 30% due to Tianjin Pengling Group Co.Ltd(300375) repurchase and cancellation of performance compensation shares
Securities Law refers to the securities law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
CSRC refers to the China Securities Regulatory Commission
Special legal opinion refers to the special legal opinion of Beijing Zhide law firm on Wang Zhifang’s exemption from making an offer
The firm and Zhide refer to Beijing Zhide law firm
Yuan means RMB yuan
China means the people’s Republic of China
Note: if there is a discrepancy between the sum of the total and the sum of the itemized values in this report, it is caused by rounding.
Beijing Zhide law firm
On Wang Zhifang’s exemption from making an offer
Special legal opinions
Zhi de (Zheng) Zi [2022] No. 002
To: Wang Zhifang (purchaser)
According to the lawyer service agreement signed between the acquirer and the exchange, the exchange accepts the entrustment of the acquirer and acts as a special legal adviser on the acquisition.
In accordance with the relevant provisions of laws, administrative regulations, rules and normative documents such as the company law, the securities law and the measures for the administration of acquisition, our lawyers have examined the relevant documents and facts of this acquisition in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this special legal opinion.
In order to issue this special legal opinion, the Institute hereby makes the following statement:
1. Our lawyers only express legal opinions on the legal issues related to the acquisition, the facts that have occurred or exist before the issuance date of this special legal opinion, and only in accordance with the current effective laws, administrative regulations, rules, normative documents and relevant provisions of the CSRC, and do not express legal opinions in accordance with any laws outside China;
2. In accordance with the securities law, the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the “measures for the administration of securities legal business”) and the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the “rules for the practice of securities legal business”), In view of the facts that have occurred or exist before the issuance date of this special legal opinion, we have strictly performed our statutory duties, followed the principles of diligence and good faith, and conducted full inspection to ensure that the facts identified in the legal opinion are true, accurate and complete, the issued concluding opinions are legal and accurate, and there are no false records, misleading statements or major omissions, And bear corresponding legal responsibilities;
3. Our lawyers agree to submit this special legal opinion as a necessary legal document for this acquisition together with other materials; The lawyers of the firm agree that the acquirer may quote the relevant contents of this special legal opinion in the legal documents prepared for this acquisition by itself or according to the requirements of the examination and approval authority, but when the acquirer makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to quotation;
4. For the fact that this special legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the certificates, testimony or documents issued or provided by relevant government departments, judicial organs, companies, other relevant units or relevant persons to issue legal opinions;
The purchaser has guaranteed that it has provided all relevant factual materials, approval documents and other relevant documents necessary for the issuance of this special legal opinion to our lawyers, and confirmed that all documents provided by the purchaser are true, accurate, legal, effective and complete, without any false records, misleading statements or major omissions, and all signatures and seals on the documents are true, All copies or duplicates are completely consistent with the original or the original; 5. This special legal opinion is only for the purpose of this acquisition and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, administrative regulations, rules and normative documents, such as the company law, the securities law, the measures for the administration of acquisition, the measures for the administration of securities legal business, the rules for the practice of securities legal business, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm have examined the documents and relevant facts provided by the company, The legal opinions are as follows:
1、 Subject qualification of purchaser
(I) basic information of the purchaser
According to the copy of ID card and resume provided by the purchaser and verified, the basic information of the purchaser is as follows:
Wang Zhifang, male, born in China in February 1979, has no permanent residence abroad. His ID number is 37108219790219****, and he lives in Rongcheng, Shandong.
(II) the acquirer is not prohibited from acquiring a listed company as stipulated in the measures for the administration of acquisition
According to the statement and commitment issued by the acquirer and the personal credit report provided by the acquirer (report time: January 27, 2022), and through the lawyer of the firm in the China Securities Regulatory Commission（ http://www.c
1. The acquirer has a large amount of debt, which is not paid off when due and is in a continuous state;
2. The purchaser has committed or is suspected of having committed major illegal acts in the last three years;
3. The purchaser has committed serious dishonesty in the securities market in the past three years;
4. Circumstances stipulated in Article 146 of the company law;
5. 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 as of the date of issuance of this special legal opinion, the acquirer has full civil capacity, does not have the situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the acquisition management measures, and has the subject qualification to acquire a listed company.
2、 This exemption application belongs to the exemption specified in the measures for the administration of acquisition
According to the performance compensation agreement signed by Tianjin Pengling Group Co.Ltd(300375) and Hebei Xinhua Eurasian Auto Parts Group Co., Ltd., song Jinhua, Xie Donglin, Xie Dongtai and Qinghe Xinou Enterprise Management Service Center (limited partnership) (hereinafter collectively referred to as the “compensation obligor”) on September 13, 2018, When the actual profit accumulated by Hebei Xinou Auto Parts Technology Co., Ltd. during the compensation period is lower than the net profit commitment, the compensation obligor shall compensate.
According to the proposal on the 2020 performance commitment compensation scheme of Hebei Xinou Auto Parts Technology Co., Ltd. deliberated and adopted at the sixth (Interim) meeting of the eighth board of directors and the first extraordinary general meeting of shareholders in 2022, the total number of shares to be compensated by the compensation obligor is 46328763 shares, Tianjin Pengling Group Co.Ltd(300375) decided to repurchase 46328763 compensated shares held by the compensation obligor, and the total price of the repurchased shares was 1.00 yuan.
After the repurchase and cancellation of the above compensation shares, the total share capital of Tianjin Pengling Group Co.Ltd(300375) will be changed from 711123166 shares to 664794403 shares. The acquirer held Tianjin Pengling Group Co.Ltd(300375) 212588742.00 shares, the number of shares remained unchanged, and the shareholding ratio increased from 29.89% to 31.98%, resulting in the acquirer triggering the obligation of tender offer.
According to Article 63 of the measures for the administration of acquisitions, “investors may be exempted from making offers under any of the following circumstances: (II) due to the reduction of share capital due to the listed company’s repurchase of shares from specific shareholders at the determined price approved by the general meeting of shareholders, the shares in which investors have interests in the company exceed 30% of the issued shares of the company”, This acquisition is exempt from making an offer.
In conclusion, our lawyers believe that this acquisition is an exemption from making an offer as stipulated in Item (II) of paragraph (I) of Article 63 of the measures for the administration of acquisition.
3、 The acquisition has gone through legal procedures
(I) legal procedures performed
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. The proposal involves connected transactions. The connected directors have avoided voting on the proposal in accordance with the regulations, and the independent directors have expressed independent opinions.
On January 7, 2022, Tianjin Pengling Group Co.Ltd(300375) held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the performance commitment compensation scheme of Hebei Xinou Auto Parts Technology Co., Ltd. in 2020. (II) legal procedures to be performed
Our lawyers believe that as of the date of issuance of this special legal opinion, the acquisition has fulfilled the legal procedures required to be performed at this stage and complies with the provisions of relevant laws, regulations and normative documents; Tianjin Pengling Group Co.Ltd(300375) it is still necessary to go through the relevant industrial and commercial registration procedures for the reduction of registered capital and the change of the articles of association involved in the repurchase and cancellation of performance compensation shares.
4、 There are no or possible legal obstacles to this acquisition
According to the relevant materials provided by the acquirer and verified by the lawyers of the exchange, the acquirer has the subject qualification of this acquisition, and there is no situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the acquisition management measures. As of the date of issuance of this legal opinion, the acquirer has performed the necessary internal review procedures at this stage on matters related to this acquisition. This acquisition is exempt from making an offer as stipulated in the measures for the administration of acquisition.
In conclusion, our lawyers believe that this acquisition complies with the provisions of relevant laws, regulations and normative documents such as the securities law, the measures for the administration of acquisition, and there are no legal obstacles.
5、 The acquirer has fulfilled the obligation of information disclosure in accordance with the measures for the administration of acquisition
On February 7, 2022, Tianjin Pengling Group Co.Ltd(300375) disclosed the suggestive announcement on passively increasing the shareholding ratio of controlling shareholders and actual controllers to more than 30% after the completion of performance commitment compensation share repurchase and cancellation.
In conclusion, our lawyers believe that as of the date of issuance of this special legal opinion, the acquirer has fulfilled the necessary information disclosure obligations at this stage in accordance with the provisions of relevant laws, regulations and normative documents, and still needs to fulfill the follow-up information disclosure obligations according to the progress of this acquisition.
6、 The acquirer has no securities violations in the process of this acquisition
According to the self-examination report provided by the acquirer and the documents publicly disclosed by Tianjin Pengling Group Co.Ltd(300375) , the acquirer and its immediate family members did not use insider information to buy and sell Tianjin Pengling Group Co.Ltd(300375) shares within 6 months before the acquisition.
In conclusion, our lawyers believe that within 6 months before the date of this acquisition, the acquirer and its immediate family members did not use insider information to buy and sell Tianjin Pengling Group Co.Ltd(300375) shares, and did not violate the securities law and other relevant laws, regulations and normative documents.
7、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this special legal opinion, the acquirer has the subject qualification for this acquisition; The purchaser’s acquisition is exempt from making an offer as stipulated in the measures for the administration of acquisition; The purchaser has performed the legal procedures required to be performed at this stage in connection with this acquisition, and complies with the provisions of relevant laws, regulations and normative documents; The acquisition complies with the provisions of relevant laws, regulations and normative documents of the securities law and the measures for the administration of acquisition, and there are no legal obstacles; The purchaser has fulfilled the necessary information disclosure obligations at this stage in accordance with the provisions of relevant laws, regulations and normative documents; In this acquisition, the acquirer has no securities violations in violation of the securities law and other relevant laws, regulations and normative documents.
This special legal opinion is made in quadruplicate.
(there is no text on this page, which is the signature page of Beijing Zhide law firm’s special legal opinion on Wang Zhifang’s exemption from making an offer)
Long Haitao
Handling lawyer
Zhang Tianhui
Handling lawyer
