Shanghai Jinmao Kaide law firm
about
Qitian Technology Group Co.Ltd(300061)
Change of controlling shareholder and actual controller
of
Legal opinion
Shanghai Jinmao Kaide law firm
13 / F, Hong Kong Shanghai New World Co.Ltd(600628) building, 300 Huaihai Middle Road, Shanghai
Tel: (8621) 63872000 Fax: (8621) 63353272
Jin Mao Partners
Jinmao Kaide law firm
13F, Hong Kong New World Tower, No. 300 Huaihai Zhong Rd, Shanghai, 200021, P.R.C.
13th floor, Hong Kong Shanghai New World Co.Ltd(600628) building, 300 Huaihai Middle Road, Shanghai, China zip code: 200021
Shanghai Jinmao Kaide law firm
Legal opinion on the change of Qitian Technology Group Co.Ltd(300061) controlling shareholder and actual controller
To: Qitian Technology Group Co.Ltd(300061) Dear Sirs:
Shanghai Jinmao Kaide law firm (hereinafter referred to as “the firm”) accepts the entrustment of Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as ” Qitian Technology Group Co.Ltd(300061) “, “listed company” or “the company”) to issue this legal opinion on the relevant legal issues involved in the change of the controlling shareholder and actual controller of the company (hereinafter referred to as “the change”).
This legal opinion is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “measures for the administration of the acquisition”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Issued by the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “GEM Listing Rules”) and other relevant laws, regulations and normative documents. In order to issue this legal opinion, our lawyers investigated the facts related to this change, consulted the documents provided to us by the company that our lawyers thought necessary to issue this legal opinion, and inquired and discussed relevant matters with relevant personnel of the company.
In the course of the above-mentioned investigation, the company has obtained the following guarantee from the company: the company has provided the original written materials, copies or oral testimony that the lawyers of the company consider necessary to issue this legal opinion, and these copies are consistent with the corresponding original materials.
This legal opinion is only issued on legal matters and does not express opinions on the authenticity and accuracy of professional matters and data related to finance, audit, evaluation and so on.
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, 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, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Based on the above premise, the legal opinions of the exchange are as follows:
1、 Relevant arrangements and approval procedures involved in this change
According to the information provided by the company and verified by our lawyers, the actual controller of the company was Liu Tao before this change, The controlling shareholder of the company is Liu Tao and the person acting in concert, Shanghai Zhenyuan enterprise management partnership (limited partnership) (hereinafter referred to as “Shanghai Zhenyuan”), holding 116004534 shares of the company (accounting for 17.55% of the total share capital of the company and 17.60% of the total share capital of the company after excluding the shares in the special securities repurchase account).
According to the information provided by the company and verified by our lawyers, before this change, the shareholder of the company, Xiamen Yingjie equity investment partnership (limited partnership) (formerly known as Nanping Yingjie enterprise management partnership (limited partnership), Hereinafter referred to as “Xiamen Yingjie”) holds 33261165 shares of the company (accounting for 5.03% of the total share capital of the company and 5.05% of the total share capital of the company after excluding the shares in the special securities repurchase account).
According to the information provided by the company and verified by our lawyers, before this change, the company’s shareholder Yancheng Chengnan New Area big data industry venture capital fund (limited partnership) (hereinafter referred to as “Chengnan big data fund”) held 22731000 shares of the company (accounting for 3.44% of the total share capital of the company and 3.45% of the total share capital of the company after excluding the shares in the special securities repurchase account).
According to the information provided by the company and verified by our lawyers, Yancheng yannanxing Road Industrial Investment Fund (limited partnership) (hereinafter referred to as “Xinglu fund”) and Xiamen Yingjie signed the voting right entrustment agreement on Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as “voting right entrustment agreement”) on September 24, 2021; On September 24, 2021, Xinglu fund and Chengnan big data fund signed the agreement on concerted action of Yancheng Yannan Xinglu Industrial Investment Fund (limited partnership) and Yancheng Chengnan New Area big data industrial venture capital fund (limited partnership) on Qitian Technology Group Co.Ltd(300061) (hereinafter referred to as the “agreement on concerted action”). According to the voting rights entrustment agreement, Xiamen Yingjie entrusts its voting rights of 33261165 shares of listed companies (accounting for 5.03% of the total share capital of the company and 5.05% of the total share capital after excluding the shares in the special securities account for repurchase), as well as the rights to nominate, propose, convene, convene and attend the general meeting of shareholders to Xinglu fund, Xinglu fund is the sole and exclusive authorized agent of the entrusted shares.
According to the agreement on concerted action, before Chengnan big data fund and Xinglu fund exercise all voting rights or other rights to the company (“voting rights to the company”) in accordance with applicable laws, regulations and the articles of association, both parties need to negotiate on relevant contents and reach an agreement on voting matters; If the two parties cannot reach an agreement, the opinions of Chengnan big data fund shall be subject to the opinions of Xinglu fund, which shall be consistent with the opinions of Xinglu fund.
Before and after this change, the number and proportion of shares in the company owned by the above parties are as follows:
Before change
Proportion in total share capital ownership table proportion in total share capital shareholder name shareholding number in total shares (excluding the proportion of repurchased shares) number of special accounts (shares) Proportion of shares in the special account for total share capital (after shares)
Shanghai Zhenyuan 93195588 14.10% 14.14% 93195588 14.10% 14.14%
Liu Tao 22808946 3.45% 3.46% 22808946 3.45% 3.46%
Liu Tao and his one
Total number of persons causing actions: 116004534 17.55%, 17.60%, 116004534 17.55%, 17.60%
Xinglu fund 6000000 0.91% 0.91% 75465238 11.42% 11.45%
Chengnan big data 22731000 3.44% 3.45% 22731000 3.44% 3.45% fund
Xiamen Yingjie 33261165 5.03% 5.05% 33261165 5.03% 5.05%
After change
Proportion in total share capital ownership table proportion in total share capital shareholder name shareholding number in total shares (excluding the proportion of repurchased shares) number of special accounts (shares) Proportion of shares in the special account for total share capital (after shares)
Shanghai Zhenyuan 93195588 14.10% 14.14% 93195588 14.10% 14.14%
Liu Tao 22808946 3.45% 3.46% 22808946 3.45% 3.46%
Liu Tao and his one
Total number of persons causing actions: 116004534 17.55%, 17.60%, 116004534 17.55%, 17.60%
Xinglu fund 6000000 0.91% 0.91% 108726403 16.45% 16.50%
Chengnan big data 22731000 3.44% 3.45% 22731000 3.44% 3.45% Xinglu fund and
Its concerted action 28731000 4.35% 4.36% 131457403 19.89% 19.95% total
Xiamen Yingjie 33261165 5.03% 5.05% 0
Note: in this legal opinion, any discrepancy between the total amount and the sum of itemized values is caused by rounding.
After this change, Xinglu fund and its persons acting in concert hold 28731000 shares of the company (accounting for 4.35% of the total share capital of the company and 4.36% of the total share capital of the company after excluding the shares in the special account for repurchase); It owns 131457403 voting shares of the company (accounting for 19.89% of the total share capital of the company, accounting for 19.89% of the special securities account excluding repurchase)
On December 14, 2021, the company announced the announcement of Qitian Technology Group Co.Ltd(300061) on the receipt of the decision not to implement further review of antitrust review of business concentration and the progress of change of control right, and issued the decision not to implement further review of antitrust review of business concentration (antitrust review decision [2021] No. 740) for this change, It states: “according to Article 25 of the anti monopoly law of the people’s Republic of China, after preliminary examination, it is decided to obtain Qitian Technology Group Co.Ltd(300061) from Yancheng yannanxing Road Industrial Investment Fund (limited partnership) through the contract.” The control case will not be further examined. Your company can implement centralization from now on. The case involves other matters other than the antitrust review of business concentration, which shall be handled in accordance with relevant laws. “
2、 Change of controlling shareholder and actual controller of the company
(I) identification basis of controlling shareholder and actual controller of the company
1. Article 216 of the company law
The controlling shareholder refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Shareholders whose capital contribution or proportion of shares held is less than 50%, but the voting rights enjoyed by their capital contribution or shares held are enough to have a significant impact on the resolutions of the shareholders’ meeting and the shareholders’ general meeting.
The actual controller refers to the person who is not a shareholder of the company, but can actually control the company’s behavior through investment relations, agreements or other arrangements.
2. Article 84 of the measures for the administration of acquisition
① if the listed company is controlled by more than 50% of the shareholders, it is one of the following circumstances; ② Investors can actually control more than 30% of the voting rights of the shares of the listed company; ③ Investors can decide the election of more than half of the members of the board of directors of the company by actually controlling the voting rights of the shares of the listed company; ④ The voting rights of the listed company’s shares that investors can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders; ⑤ Other circumstances recognized by the CSRC.
3. Article 13.1 of GEM Listing Rules
Controlling shareholder: refers to the shareholder whose shares account for more than 50% of the total share capital of the company; Or shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders.
“Controlling party” refers to the actual act of controlling the company through agreement or arrangement.
Control: it refers to the right to decide the financial and operating policies of an enterprise and obtain benefits from the business activities of the enterprise. Under any of the following circumstances, it is deemed to have the control right of the listed company: ① it is the controlling shareholder holding more than 50% of the shares of the listed company; ② Can actually control more than 30% of the voting rights of the shares of the listed company; ③ By actually controlling the voting rights of shares of listed companies
