Shandong Deheng Law Firm
About Shandong Weida Machinery Co.Ltd(002026)
Of acquisition Report
Legal opinion
Deheng Zhenglv opinion (2022) No. 003
Shandong Deheng Law Firm
About Shandong Weida Machinery Co.Ltd(002026)
Of acquisition Report
Legal opinion
Deheng Zhenglv opinions (2022) No. 003 to: Shandong Weida Machinery Co.Ltd(002026)
According to the special legal counsel contract signed between the exchange and Shandong Weida Machinery Co.Ltd(002026) (hereinafter referred to as " Shandong Weida Machinery Co.Ltd(002026) "), the exchange appointed lawyers Huo Guifeng and Yang Fan to provide special legal services for Shandong Weida Machinery Co.Ltd(002026) non-public offering of shares in 2020. According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies publicly issuing securities No. 16 - Acquisition report of listed companies, the stock listing rules of Shenzhen Stock Exchange and the measures for the administration of securities legal business of law firms The practicing rules for securities legal business of law firms (for Trial Implementation) and other relevant laws, regulations and relevant normative documents of the China Securities Regulatory Commission, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, based on the facts that have occurred or exist before the date of issuance of this legal opinion This legal opinion is issued based on the understanding of regulations and normative documents.
This legal opinion is the opinion of our lawyers based on the facts that have occurred or exist before the date of issuance of the legal opinion and the provisions of relevant laws, regulations and normative documents in force in China. They only express their opinions on the legal issues related to the acquisition report and do not express their opinions on professional matters such as capital verification, audit and evaluation.
Shandong Weida Machinery Co.Ltd(002026) and the acquirer Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd. guarantee that they have provided authentic original materials, copies or oral testimony that our lawyers believe are necessary for issuing legal opinions; And ensure that the above documents and testimony are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original. Our lawyers have reviewed and judged all documents, materials and testimony related to Shandong Weida Machinery Co.Ltd(002026) issuing this legal opinion, and issued legal opinions accordingly; For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Shandong Weida Machinery Co.Ltd(002026) or other relevant institutions to make judgments.
The lawyers of the firm have performed their statutory duties, followed the principles of diligence and good faith, and verified the relevant facts and legal matters related to the implementation of the exchange in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this acquisition and shall not be used for any other purpose or purpose without the written permission of the exchange.
In accordance with the recognized professional standards, ethics and the spirit of diligence in the lawyer industry, our lawyers express the following legal opinions:
catalogue
interpretation...... 1 text 2 I. Basic information of the acquirer 2. Purpose and decision-making procedure of this acquisition 6 III. The way of this acquisition 8 IV. the capital source of this acquisition 14 v. this acquisition is exempt from making an offer Vi. follow up plan for the completion of this acquisition 15 VII. Impact of this acquisition on listed companies 16 8. Major transactions between the acquirer and the listed company 19 IX. the situation of the purchaser's purchase and sale of shares of Listed Companies in the first six months 21 X. format and content of the acquisition report 22 Xi. Concluding comments twenty-two
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: listed company, Shandong Weida Machinery Co.Ltd(002026) refers to Shandong Weida Machinery Co.Ltd(002026)
Acquirer and Weida group refer to Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
This offering refers to the non-public offering of A-Shares to Weida group in Shandong Weida Machinery Co.Ltd(002026) 2020
Weida group subscribed for Shandong Weida Machinery Co.Ltd(002026) non-public offering shares in cash and this acquisition in July 2018 refers to the acquisition of accumulatively increasing its holdings of Shandong Weida Machinery Co.Ltd(002026) through centralized bidding and block trading from November 2019
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities 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
The articles of association refers to the Shandong Weida Machinery Co.Ltd(002026) articles of association
Format Standard No. 16 refers to the content and Format Standard No. 16 for information disclosure by companies that offer securities to the public - Acquisition report of listed companies
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shandong Deheng Law Firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Acquisition report refers to the Shandong Weida Machinery Co.Ltd(002026) acquisition report
Text
1、 Basic information of the purchaser
(I) basic information of the purchaser
According to the current valid business license and articles of association provided by the acquirer Weida group, and through the inquiry of our lawyer in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the basic information of Weida group is as follows:
Name of purchaser Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
Registered address: No. 2-4, Zhonghan Road, Pengshan Town, Lingang Economic and Technological Development Zone, Weihai, Shandong Province
Legal representative: Yang Guimo
Registered capital: 45.5 million yuan
Corporate Social Credit Code: 913710001668241735
Enterprise type: limited liability company (invested or controlled by natural person)
Radiator and wrench manufacturing; Sales of steel, electrical accessories, building materials, mechanical equipment, instruments, meters and spare parts, and electromechanical products; House leasing; Import and export of goods and technologies within the scope of filing (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Operating period: August 10, 1995 to long term
Shareholders: Mr. Yang Guimo holds 54.29% and Ms. Yang Mingyan holds 45.71%.
Tel: 0631-3909238
After verification, our lawyers believe that as of the date of issuance of this legal opinion, Weida group is a legally established and effectively existing limited liability company, and there is no situation that needs to be terminated in accordance with laws, administrative regulations and the articles of association.
(II) acquirer's equity and control relationship
1. Equity control relationship of the acquirer
According to the industrial and commercial archives and articles of association provided by the acquirer Weida group, and through the inquiry of the lawyer of this office in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, Mr. Yang Guimo holds 54.29% of the equity of Weida group and is the controlling shareholder and actual controller of Weida group; Ms. Yang Mingyan, the daughter of Mr. Yang Guimo, holds 45.71% of the equity of Weida group.
As of the issuance date of this legal opinion, the equity structure of Weida group is as follows:
Yang Guimo, Yang Mingyan
54.29% 45.71%
Shandong Weida Machinery Co.Ltd(002026) Group Co., Ltd
2. Major enterprises and businesses controlled by the acquirer, its controlling shareholders and actual controllers
According to the acquisition report, the information and instructions provided by the acquirer Weida group and the verification of our lawyers, as of the date of issuance of this legal opinion, except for holding 36.38% of the shares of Shandong Weida Machinery Co.Ltd(002026) , other enterprises controlled or participated in by Weida group are as follows:
Name of order unit date of establishment legal representative registered capital registered main business
Number person
1、 Companies directly or indirectly controlled by Weida group
Hubei ruihuike March 22, 2010 4591.85 cemented carbide band saw blade production and 1 Technology Co., Ltd. Yang Guimo Wanyuan Zhijiang fairy Industrial Park sales. At present, the main business has stopped.
Financial information services (except financial, insurance and securities businesses), financial consulting (not engaged in bookkeeping), investment consulting, business consulting, Enterprise management consulting, exhibition services, conference services, capital of Shanghai xinweida in 2015: 50 million, Hengrong property management, investment management, industrial 2 financial information service, investment in room 403-3, No. 386, Conghu Longyuan Road, Jiading District, Shanghai, Entrusted by financial institutions to engage in financial information technology outsourcing, entrusted by financial institutions to engage in financial business process outsourcing, Accept the entrustment of financial institutions to engage in financial knowledge process outsourcing and talent consulting (not engaged in talent intermediary and professional intermediary), Cultural and artistic exchange planning.
3 Shandong weidazhu in July 1994, Yang Guimo 10 million, China and South Korea in Gushan Town, Wendeng City have stopped their main business.
Industry Co., Ltd. No. 2, yen Road, November 11
Weihai Weida Materials Co., Ltd. on August 26, 2010, Yang Guimo sold 8 million yuan at No. 2-6, Zhonghan Road, Weihai Industrial new area.
company
Name of order unit date of establishment legal representative registered capital registered main business
Number person
Shandong Weida set up 85.8 million yuan in 1995, China and South Korea in Gushan Town, Wendeng City
5. Real estate development and sales of No. 2-4, Qingyuan Road, yangguiqing, May 14.
company
Jinan No.1 Machine Tool Co., Ltd. December 56148.20, 1996
6 Group Co., Ltd. sun Zhenjiang Wanyuan first factory west factory
