34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
Tel: (86-10) 5809-1000 Fax: (86-10) 5809-1100
about
Beijing Shougang Co.Ltd(000959)
Issuing shares to purchase assets and raising matching funds and related party transactions
Supplementary legal opinion (III)
February, 2002
catalogue
Feedback question 4 2 "feedback" question 5 5 "feedback" question 10 eleven
34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
Tel: (86-10) 5809-1000 Fax: (86-10) 5809-1100
about
Beijing Shougang Co.Ltd(000959)
Issuing shares to purchase assets and raising matching funds and related party transactions
Supplementary legal opinion (III)
To: Beijing Shougang Co.Ltd(000959)
Beijing Jingtian Gongcheng law firm has accepted the entrustment of Beijing Shougang Co.Ltd(000959) to act as the special legal adviser for Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "this transaction"). In accordance with the company law, securities law, reorganization management measures, No. 26 standard, issuance management measures, non-public development bank rules, regulatory guidance No. 1 and other relevant laws and regulations, as well as the provisions of relevant normative documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, this supplementary legal opinion is issued on matters related to Beijing Shougang Co.Ltd(000959) This transaction.
The exchange has issued the legal opinion of Beijing Jingtian Gongcheng law firm on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions on November 30, 2021 The legal opinion of Beijing Jingtian Gongcheng law firm on the special verification of the formulation and implementation of the Beijing Shougang Co.Ltd(000959) insider information insider registration system and the special audit opinion of Beijing Jingtian Gongcheng law firm on the exemption of Shougang Group Co., Ltd. from issuing an offer, In December 9, 2021, issued a legal opinion on the issue of issuing shares to buy assets and raising matching funds and related transaction shares, issuing shares and issuing quantity after the implementation of the 2020 equity allocation plan in Beijing by Beijing Shougang Co.Ltd(000959) . On December 17, 2021, the supplementary legal opinion of Beijing Jingtian Gongcheng law firm on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions (I) and the verification opinion of Beijing Jingtian Gongcheng law firm on the self inspection report on the trading of Beijing Shougang Co.Ltd(000959) shares by insiders of this transaction were issued, On December 20, 2021, the supplementary legal opinion of Beijing Jingtian Gongcheng law firm on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions (II) (hereinafter referred to as the "legal opinion issued by the exchange").
According to the law review notice of China Securities Regulatory Commission (hereinafter referred to as the "No. 3538 feedback") and the feedback of the opinions on the project involved in the first review of the law of China Securities Regulatory Commission (hereinafter referred to as "the feedback"), And issued the supplementary legal opinion of Beijing Jingtian Gongcheng law firm on Beijing Shougang Co.Ltd(000959) issuing shares to purchase assets and raising supporting funds and related party transactions (III) (hereinafter referred to as "this supplementary legal opinion").
This supplementary legal opinion is a supplement to the legal opinion issued by the exchange and forms an integral part of the legal opinion issued by the exchange.
The statements, premises and assumptions made by the firm and its lawyers in the legal opinion issued by the firm are also applicable to this supplementary legal opinion. Unless otherwise specified, the words or abbreviations used in this supplementary legal opinion have the same interpretation as those used in the legal opinion issued by this exchange.
The exchange agrees to take this supplementary legal opinion as one of the necessary legal documents for Beijing Shougang Co.Ltd(000959) This transaction, submit it together with other application materials to Shenzhen Stock Exchange and China Securities Regulatory Commission for review and relevant information disclosure, and bear corresponding responsibilities for the legal opinions issued in this supplementary legal opinion according to law.
The exchange agrees that Beijing Shougang Co.Ltd(000959) shall quote all or part of the contents of this supplementary legal opinion in its application materials for the purchase of assets and the raising of supporting funds and related party transactions by issuing shares this time or in accordance with the examination requirements of the CSRC and the Shenzhen Stock Exchange, but shall not cause legal ambiguity or misinterpretation due to the quotation.
This supplementary legal opinion is only for Beijing Shougang Co.Ltd(000959) the purpose of this transaction, and shall not be used for any other purpose or purpose by anyone without the written permission of the exchange.
In accordance with relevant laws and regulations, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers now issue supplementary legal opinions on the relevant matters of Beijing Shougang Co.Ltd(000959) This transaction as follows:
Feedback question 4
Question: the application documents show that this transaction has passed the pre examination of Beijing SASAC and obtained the approval of Shougang Group, and the appraisal results of the subject assets have been filed by Shougang Group. According to the public information, the listed company purchased assets by issuing shares in the previous time, the transaction plan was approved by Beijing SASAC, and the asset appraisal report was approved by Beijing institutions. Whether the appraisal results of the underlying assets need to be reported to the state-owned assets supervision and administration institution for approval or filing, as well as the relevant basis. If so, please supplement and disclose the handling progress. Independent financial advisers and lawyers are invited to check and express clear opinions.
reply:
1、 Verification process
With regard to the matters mentioned in the title, our lawyers have performed the following verification procedures:
1. Consult the measures for the supervision and administration of state owned equity of listed companies (Order No. 36 of the state owned assets supervision and Administration Commission of the State Council, the Ministry of Finance and the China Securities Regulatory Commission, hereinafter referred to as "Order No. 36") promulgated by the state owned assets supervision and Administration Commission of the State Council, the Ministry of Finance and the China Securities Regulatory Commission on May 16, 2018 and implemented on July 1, 2018;
2. Refer to the notice on printing and distributing the list of authorization and decentralization of SASAC (2021 version) issued by Beijing SASAC on August 5, 2021 (jgzf [2021] No. 14);
3. Refer to the notice of the state owned assets supervision and Administration Commission of Beijing Municipal People's Government on deepening the reform of enterprise state owned assets evaluation and management issued by Beijing SASAC on March 18, 2019 and its annexes;
4. Consult the current effective articles of association of Shougang Group and the list of "supervised enterprises" on the official website of Beijing SASAC to clarify that Shougang Group belongs to "municipal managed enterprises".
2、 Verification conclusion
(I) approval authority for economic behavior of this transaction
According to Article 66 of order No. 36, for the asset reorganization between state-owned shareholders and listed companies, before the board of directors of listed companies deliberates the asset reorganization plan, the feasibility study report shall be submitted to the state-invested enterprises and the state-owned assets supervision and administration institution for pre examination, and the state-owned assets supervision and Administration institution shall issue opinions through the management information system. In view of this, the transaction was pre examined and approved by Beijing SASAC through the "SASAC property right management integrated information system" on August 27, 2021.
Article 7 of order No. 36 stipulates: "state funded enterprises shall be responsible for the management of the following matters:... (III) the public collection and transfer of shares of listed companies held by state-owned controlling shareholders, the issuance of exchangeable corporate bonds and the issuance of securities by listed companies held by state-owned controlling shareholders, which have not led to their shareholding ratio being lower than the reasonable shareholding ratio;... (V) The assets reorganization between the state-owned shareholders and the listed companies controlled by them is not within the scope of major assets reorganization stipulated by the CSRC ".
Item 9 of part I "authorization and delegation of power to municipal enterprises" in the list of authorization and delegation of power by municipal SASAC (2021 Edition) issued by Beijing SASAC stipulates that "municipal enterprises shall examine and approve the asset restructuring of state-owned shareholders and their holding listed companies that do not meet the major asset restructuring standards stipulated by the CSRC"; Item 11 stipulates that "the examination and approval of municipal enterprises has not led to the public collection and transfer of state-owned controlling shareholders whose shareholding ratio is lower than the reasonable shareholding ratio, the issuance of exchangeable corporate bonds by state-owned shareholders and the issuance of securities by controlled listed companies."
According to the list of "regulatory enterprises" listed on the official website of Beijing SASAC, Shougang Group is a municipal managed enterprise, and its investor responsibilities are exercised by Beijing SASAC according to the current effective articles of association of Shougang Group.
Before this transaction, Shougang Group held 50.94% of the shares of Beijing Shougang Co.Ltd(000959) , was the controlling shareholder of Beijing Shougang Co.Ltd(000959) , and Beijing SASAC was the actual controller of Beijing Shougang Co.Ltd(000959) . According to the provisions of Article 12 of the reorganization management measures and after calculation, this transaction does not constitute a major asset reorganization of the listed company, and after the completion of the issuance of shares to purchase assets and the raising of supporting funds, the proportion of Beijing Shougang Co.Ltd(000959) shares held by Shougang Group will increase, it will still be the controlling shareholder of Beijing Shougang Co.Ltd(000959) , and Beijing SASAC will still be the actual controller of Beijing Shougang Co.Ltd(000959) .
Therefore, Shougang Group has the right to approve this transaction (including the issuance of shares, the purchase of assets and the raising of supporting funds) in accordance with the above provisions of order No. 36 and the list of authorized decentralization by the municipal SASAC (2021 Edition). (II) authority for filing the appraisal results of the subject assets
According to the notice of the state owned assets supervision and Administration Commission of the Beijing Municipal People's Government on deepening the reform of enterprise state owned assets evaluation and management issued by the Beijing Municipal State owned assets supervision and Administration Commission on March 18, 2019, the asset evaluation projects involved in economic activities approved by the Beijing Municipal People's government and the Beijing Municipal State owned assets supervision and Administration Commission shall be approved by the Beijing Municipal State owned assets supervision and Administration Commission; The assets appraisal projects other than those approved shall be filed by the municipal enterprises. The notice also clearly stipulates: "the management authority shall be adjusted in batches in accordance with the principle of partial authorization before full implementation (the first batch of authorization list is attached, hereinafter referred to as authorized enterprises, and other enterprises are collectively referred to as non authorized enterprises) , according to the quality of asset appraisal and management, dynamically adjust the scope of authorization, timely summarize experience, and timely expand the scope of adjustment authority to all municipal enterprises. " Shougang Group was listed in the "list of authorized enterprises for asset appraisal and management reform (the first batch)" attached to the notice.
Item 4 of part I "authorization and delegation of power to enterprises under municipal administration" of the list of authorization and delegation of power by the municipal SASAC (2021 Edition) stipulates: "enterprises under municipal administration are authorized to be responsible for filing the asset evaluation projects involved in the economic activities approved by the enterprises."
Since this transaction is approved by Shougang Group, according to the above provisions, the asset evaluation results of the underlying assets involved in this transaction shall be filed by Shougang Group.
(III) concluding comments
In conclusion, our lawyers believe that Shougang Group has the right to approve this transaction and file the asset evaluation results of the underlying assets involved in this transaction; This transaction does not need to be approved by the state-owned assets supervision and administration institution, and the evaluation results of the subject assets do not need to be reported to the state-owned assets supervision and administration institution for approval or filing.
Feedback question 5
Question: the application documents show that 1) there are 6 properties for which the subject company has not obtained the ownership certificate. Among them, Chongqing Shougang project is promoted in two phases. The land transfer contract stipulates that the floor area ratio of aboveground buildings shall not be less than 0.70, and the parcel construction project shall be completed before January 30, 2018. 2) Since the floor area ratio of the houses built in phase I project fails to meet the standards specified in the land transfer contract, Chongqing Beibei District Planning and Natural Resources Bureau requires that when the phase II project is completed and the floor area ratio of the above ground buildings of the two projects reaches 0.70, the real estate registration procedures of the houses built in phase II project shall be handled together. 3) Affected by objective factors such as changes in relevant market and industry environment, the demand of major local main engine plants in Chongqing has decreased significantly, and the production and processing quantity of Chongqing Shougang has decreased significantly. Therefore, the construction of phase II project has not been started and implemented according to the original plan. As of the issuance date of the reorganization report, Chongqing Shougang phase I project has completed the construction and completed the acceptance, and the real estate registration procedures have not been handled. The project initiation and construction of phase II project have not been started. On May 8, 2019, Beibei District Planning and natural resources bureau of Chongqing issued the notice of completion breach to Chongqing Shougang, which made it clear that the parcel had not been completed as of May 7, 2019, which constituted a completion breach. Please make supplementary disclosure to your company: 1) whether the latest construction planning plan and estimated completion time of Chongqing Shougang phase II project of the subject company can meet the requirements of aboveground building floor area ratio under the land transfer contract. 2) The expected time limit for the completion of the real estate property right registration of the houses completed in phase I and phase II projects, the way of bearing relevant expenses, and whether there are legal obstacles or risks that they cannot be completed. 3) Whether the target company is put into operation before the relevant procedures are completed, whether there are legal risks or potential disputes, and the impact of the matters under way on the evaluation of the target company and the production and operation of the listed company after the completion of the transaction. Independent financial advisers, lawyers and appraisers are invited to check and express clear opinions.
reply:
1、 Verification process
With regard to the matters mentioned in the title, our lawyers have performed the following verification procedures:
1. Obtain and consult the project feasibility study report prepared by Chongqing Shougang for phase II project in January 2022;
2. Obtain and consult the minutes of meeting on launching phase II of Chongqing Shougang Wuzhong Auto Parts Co., Ltd. on December 16, 2021 and the minutes of manager's office meeting on January 26, 2022;
3. Communicate with the relevant person in charge of Chongqing Shougang to confirm the calculation and process of aboveground building floor area ratio of the two phases of Chongqing Shougang phase II project after completion;
4. Chongqing Shougang has obtained the expected completion period and relevant cost bearing method of the real estate registration of the houses completed in phase I and phase II projects of Chongqing Shougang
