Beijing Tianyuan law firm
About Guangxi Liugong Machinery Co.Ltd(000528) absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
And asset delivery of related party transactions
Legal opinion
Beijing Tianyuan law firm
10 / F, The Pacific Securities Co.Ltd(601099) insurance building, No. 28 Fengsheng Hutong, Xicheng District, Beijing, China
Postal Code: 100032
Beijing Tianyuan law firm
About Guangxi Liugong Machinery Co.Ltd(000528)
Absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd
And asset delivery of related party transactions
Legal opinion
Jtgz (2021) No. 251-3 to: Guangxi Liugong Machinery Co.Ltd(000528)
Beijing Tianyuan law firm (hereinafter referred to as "the firm") accepts the entrustment of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as " Guangxi Liugong Machinery Co.Ltd(000528) shares" or "listed company"), Served as the special legal adviser for the project of Guangxi Liugong Machinery Co.Ltd(000528) share absorption and merger Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (hereinafter referred to as " Guangxi Liugong Machinery Co.Ltd(000528) " Co., Ltd.) and related party transactions (hereinafter referred to as "this absorption and merger" or "this transaction") and issued a legal opinion.
The firm and its handling lawyers are in accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China, 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 other laws The regulations and relevant provisions of the China Securities Regulatory Commission have issued the legal opinion of Beijing Tianyuan law firm on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions (hereinafter referred to as the "legal opinion") No. 251 of jtgz (2021) for the listed company's transaction Special verification opinions of Beijing Tianyuan law firm on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions Special verification opinions of Beijing Tianyuan law firm on the purchase and sale of shares by relevant personnel during the self inspection period of stock transactions of Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions Jtgz (2021) No. 251-1 supplementary legal opinion (I) of Beijing Tianyuan law firm on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions (hereinafter referred to as "supplementary legal opinion (I)" Jtgz (2021) No. 251-2 supplementary legal opinion (II) of Beijing Tianyuan law firm on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions (hereinafter referred to as "supplementary legal opinion (II)").
The exchange hereby issues this legal opinion on the transfer and settlement of assets of listed companies absorbing merger Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. and related party transactions. In this legal opinion, unless otherwise specified in the context, the terms, definitions and abbreviations used have the same meanings as those used in the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II). All assumptions, premises, confirmations, statements and reservations made in the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II) of the exchange are also applicable to this legal opinion.
The exchange agrees to take this legal opinion as a necessary legal document for the merger of listed companies, report or disclose it together with other materials, and bear corresponding legal liabilities according to law. This legal opinion is only used by the listed company for the purpose of this merger and acquisition, and shall not be used by anyone for any other purpose.
Based on the above, in accordance with relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, this legal opinion is issued as follows: I. overview of this transaction plan
According to the relevant proposals, merger agreement, supplementary agreement to merger agreement, restructuring report and other relevant documents deliberated and adopted at the 30th meeting of the eighth board of directors, the 33rd meeting of the eighth board of directors, the 2020 annual general meeting of shareholders and the 38th (Interim) meeting of the eighth board of directors of Guangxi Liugong Machinery Co.Ltd(000528) shares, The overview of this transaction scheme is as follows:
The listed company plans to absorb and merge Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. by issuing new shares to all shareholders of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC, CCB investment, Guangxi state-owned enterprise reform fund, Changzhou Jiayou and CSI investment.
After the completion of this merger, the listed company, as the surviving company, inherits and undertakes all assets, liabilities, businesses, personnel and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) limited; As the merged party, all assets, liabilities, businesses, personnel and all other rights and obligations of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. will be inherited and undertaken by Guangxi Liugong Machinery Co.Ltd(000528) shares, Guangxi Liugong Machinery Co.Ltd(000528) limited legal person status will be cancelled, Guangxi Liugong Machinery Co.Ltd(000528) Limited shares of listed companies will be cancelled, Guangxi Liugong Machinery Co.Ltd(000528) group, recruitment and service trade, Shuangbai fund, national manufacturing fund, Chengtong ICBC, CCB investment Guangxi State owned enterprise reform fund, Changzhou Jiayou and China securities investment will become the shareholders of the listed company after the merger. 2、 Approval and authorization of this transaction (I) Guangxi Liugong Machinery Co.Ltd(000528) internal approval and authorization of shares
1. On January 28, 2021, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. held the 30th meeting of the eighth board of directors, deliberated and adopted the proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions in compliance with relevant laws and regulations, the proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions Proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. to form related party transactions, proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. not to form reorganization and listing, proposal on Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions plan and its summary The proposal on signing the merger agreement with effective conditions, the proposal on the conformity of this merger with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies Proposals related to this transaction, such as the proposal on the completeness and compliance of legal procedures for the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions and the effectiveness of legal documents submitted, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd, Related directors abstain from voting on proposals involving related party transactions.
2. On May 13, 2021, Guangxi Liugong Machinery Co.Ltd(000528) held the 33rd meeting of the 8th board of directors, deliberated and adopted the proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions in compliance with relevant laws and regulations, and the proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions Proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. to form related party transactions, proposal on the report on the absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions (Draft) and its abstract, proposal on signing the supplementary agreement to the absorption and merger agreement with effective conditions The proposal on signing the performance commitment compensation agreement with effective conditions, the proposal on the conformity of this absorption and merger with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies, the proposal on the conformity of this absorption and merger with the provisions of Articles 11 and 43 of the administrative measures for the major asset reorganization of listed companies The proposal on Approving the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions related audit reports, review reports and evaluation reports, the proposal on the independence of evaluation institutions, the rationality of evaluation assumptions, the relevance of evaluation methods and evaluation purposes, and the fairness of evaluation pricing The proposal on the basis of pricing and explanation of fairness and rationality of this transaction, the proposal on the completeness and compliance of the company's legal procedures for absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions and the effectiveness of legal documents submitted Related directors abstained from voting on the proposals related to this transaction, such as the proposal on the impact of this absorption, merger and dilution of immediate return and the company's filling measures.
3. On May 31, 2021, Guangxi Liugong Machinery Co.Ltd(000528) shares held the 2020 annual general meeting of shareholders by combining on-site voting and online voting, and deliberated and adopted the proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions in accordance with relevant laws and regulations Proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions, proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. to form related party transactions, proposal on the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. does not constitute reorganization and listing Proposal on < Guangxi Liugong Machinery Co.Ltd(000528) absorption and merger report (Draft) of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions and its abstract, proposal on signing the absorption and merger agreement with effective conditions, proposal on signing the supplementary agreement to the absorption and merger agreement with effective conditions The proposal on signing the performance commitment compensation agreement with effective conditions, the proposal on the conformity of this absorption and merger with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies, the proposal on the conformity of this absorption and merger with the provisions of Articles 11 and 43 of the administrative measures for the major asset reorganization of listed companies The proposal on Approving the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions related audit reports, review reports and evaluation reports, the proposal on the independence of evaluation institutions, the rationality of evaluation assumptions, the relevance of evaluation methods and evaluation purposes, and the fairness of evaluation pricing The proposal on the basis of pricing and the explanation of fairness and rationality of this transaction, the proposal on the impact of the dilution of the immediate return of this absorption and merger and the company's filling measures, the proposal on the completeness and compliance of the legal procedures for the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transactions and the effectiveness of the legal documents submitted Related shareholders abstained from voting on proposals related to this transaction, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company's absorption and merger of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd.
4. On October 19, 2021, Guangxi Liugong Machinery Co.Ltd(000528) held the 38th (Interim) meeting of the eighth board of directors, deliberated and adopted the proposal on adjusting the transaction price and issuance quantity of this merger, the proposal on Approving the periodic audit report and review report of this merger Proposal on Guangxi Liugong Machinery Co.Ltd(000528) absorbing and merging Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. and related party transaction report (Draft) (Revised Version) and its summary, proposal on signing the supplementary agreement of performance commitment compensation agreement with effective conditions Related directors abstained from voting on the proposals related to this transaction, such as the proposal on the impact of this absorption, merger and dilution of immediate return and the company's filling measures. (II) approval and authorization of the target company
On May 8, 2021, Guangxi Liugong Machinery Co.Ltd(000528) limited held the second extraordinary meeting of the board of shareholders in 2021 to consider and approve the merger. (III) approval and authorization of the counterparty
1. On April 28, 2021, Guangxi Liugong Machinery Co.Ltd(000528) group convened the board of directors to consider and approve the merger. 2. On May 7, 2021, the executive partner of recruitment service trade made a decision and agreed to the merger.
3. On May 7, 2021, Shuangbai fund held a partners' meeting to consider and approve the merger.
4. On May 6, 2021, the national manufacturing fund completed the internal decision-making procedures and agreed to the merger.
5. On May 8, 2021, Chengtong ICBC investment decision-making committee made a resolution and agreed to the merger.
6. On May 8, 2021, CCB investment completed the internal decision-making procedure and agreed to the merger.
7. On May 10, 2021, Guangxi State owned enterprise reform fund completed the internal decision-making procedures and agreed to the merger.
8. On May 8, 2021, the executive partner of Changzhou Jiayou made a decision and agreed to the merger.
9. On May 7, 2021, CSI completed its internal decision-making procedures and agreed to the merger. (IV) approval of the appraisal results of the subject assets
On May 6, 2021, Guangxi SASAC issued the reply of the SASAC of the autonomous region on the asset appraisal results of equity appraisal projects involved in the overall listing of Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (GUI Guo Zi Fu [2021] No. 41), approving the appraisal results of all the rights and interests of Guangxi Liugong Machinery Co.Ltd(000528) Limited shareholders contained in the appraisal report issued by zhongtongcheng appraisal. (V) other approvals and authorizations
1. On April 23, 2021, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. held an employee congress to consider and approve the employee resettlement plan involved in the absorption and merger.
2. On April 23, 2021, Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd. held a staff meeting to consider and approve the employee resettlement plan involved in this absorption and merger. (VI) approval of Guangxi SASAC
On May 25, 2021, Guangxi SASAC issued the reply of the SASAC of the autonomous region on issues related to the asset restructuring of Guangxi Liugong Machinery Co.Ltd(000528) and Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Machinery Co., Ltd. (GUI Guo Zi Fu [2021] No. 74), and agreed in principle to the overall listing plan of Guangxi Liugong Machinery Co.Ltd(000528) Co., Ltd., which was absorbed and merged by Guangxi Liugong Machinery Co.Ltd(000528) shares by issuing shares to purchase assets, The specific number of shares to be issued shall be subject to the plan finally approved by the CSRC. (VII) approval of CSRC
On December 20, 2021, China Securities Regulatory Commission issued the "on approving Guangxi Liugong Machinery Co.Ltd(000528) to issue shares to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd. to absorb and merge Guangxi Guangxi Liugong Machinery Co.Ltd(000528) "
