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About Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Issuing shares to purchase assets and raising supporting funds
Supplementary legal opinion (III)
February, 2002
Shenzhen, Hong Kong and Taipei
Guangdong Haipai law firm
About Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Issuing shares to purchase assets and raising supporting funds
Supplementary legal opinion (III)
Haipai 2022 (opinion) No. 01 to: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Guangdong Haipai law firm has issued the legal opinion of Guangdong Haipai law firm on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) issuing shares to purchase assets and raise supporting funds (Haipai 2021 (opinion) No. 22) on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) issuing shares to purchase assets and raise supporting funds (hereinafter referred to as “this reorganization”), Hereinafter referred to as “legal opinion”) and has been reported to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) as a legal document along with other materials of the issuer’s reorganization.
The exchange hereby issues this supplementary legal opinion on the relevant changes of the issuer after the issuance of the legal opinion. This supplementary legal opinion is only a supplement to the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II). The opinions and conclusions of the exchange on other legal issues involved in the reorganization of the issuer are still applicable to the expression of the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II), The matters stated in our legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II) are still applicable to this supplementary legal opinion (III).
Since the Japanese Stock Exchange issued the legal opinion on this reorganization on October 8, 2021, the matters that need to be modified and supplemented mainly include:
1、 The company repurchases the equity of other minority shareholders of the subject company
In January 2022, the company signed the equity repurchase agreement of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. with Anhui high tech Jintong Anyi phase II venture capital fund (limited partnership) (hereinafter referred to as “Jintong Anyi”) and Shihezi longhuahui equity investment partnership (limited partnership) (hereinafter referred to as “longhuahui”), It is agreed that tonganyi holds 1.1284% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) with its own capital of 78 million yuan, and longhuahui holds 0.7522% equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) with its own capital of 52 million yuan.
In January 2022, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) held a shareholders’ meeting to agree on the above equity transfer. All shareholders signed the new articles of association.
On January 28, 2022, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) went through the change registration formalities in Shenzhen market supervision administration.
After the equity transfer, the equity structure of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) is as follows:
No. shareholder name contribution amount (10000 yuan) contribution proportion
1 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) 30,714.2857 80.87%
2 gangrong group 3559.7627 9.37%
3 national manufacturing fund 3314.8686 8.73%
4 glory venture capital 392.8571 1.03%
Total 37981.7741 100.00%
2、 Scheme of this transaction
Since the company first disclosed this transaction in October 2021, the scheme of this transaction has not been substantially changed.
Since the company has completed the repurchase in January 2022, Tong Anyi and longhuahui hold a total of 1.88% equity of the target company. After the completion of this transaction, the company will hold 100% equity of the target company.
In addition, as the company has completed the ownership of restricted shares in the first vesting period of the 2020 restricted stock incentive plan, the total number of shares issued by the company has increased by 16.796 million. The number of shares issued to purchase assets is as follows:
The proportion of the number of shares issued for the consideration of shares in the share capital of the counterparty (10000 yuan) (shares) of the total serial number of the listed company after the issuance (regardless of supporting financing)
1 gangrong group 63759.70 61014068 3.66%
2 national manufacturing fund 59373.35 56816601 3.41%
3 glory venture capital 7036.55 6733541 0.40%
In conclusion, our lawyers believe that the relevant facts involved in the initial disclosure plan have changed due to the company’s repurchase of minority shareholders’ equity and the ownership of restricted shares, and the reorganization plan has not changed substantially.
3、 Approval and authorization of this transaction
In addition to the approval of the exchange by the company and the counterparty disclosed in the legal opinion, the company and gangrong group made further approval decisions on the transaction again, as follows:
1. On February 18, 2022, the company held the 26th meeting of the 5th board of directors to reconsider the proposals related to the reorganization due to supplementary financial data and other reasons, Including the proposal on the report on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) issuing shares to purchase assets and raising supporting funds (Draft) > and its summary, the proposal on Approving the audit report, review report and asset evaluation report related to this transaction, the proposal on the report on the use of the previously raised funds, and the proposal on the purchase of assets by issuing shares constitutes a major asset reorganization The proposal on the compliance of this transaction with the provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies and the proposal on the measures for diluting the immediate return of this transaction. The board of directors of the company has agreed to submit the proposals related to this reorganization to the second extraordinary general meeting of shareholders in 2022 for deliberation.
2. On December 17, 2021, the Management Committee of Lingang Economic Development Zone of Sanjiang new area in Yibin held the 19th director’s office meeting in 2021. The meeting considered the request for instructions on participating in the issuance of shares by listed companies to purchase assets of gangrong group, and the meeting decided, “Gangrong group shall compare and select the two schemes in combination with its own business situation, and agree with the choice made by gangrong group according to the actual situation in principle”.
4、 Underlying assets
(I) main assets
1. Real estate and leasing
(1) After verification and according to the instructions of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ,
Since the disclosure of the legal opinion on October 8, 2021, the real estate held by the subject company and its subsidiaries within the scope of merger has not changed.
(2) After verification and according to the description of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , as of December 31, 2021, the real estate leasing of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) and its subsidiaries within the consolidation scope is as follows:
No. lessee’s location area (M2) lease term
1 Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) haoshishi, Shenzhen 11394 Shajing street, Bao’an District, Shenzhen April 1, 2011 – building a, No. 508 East Ring Road, Shenzhen Industry Co., Ltd. March 31, 2026
Nanpu, Huangpu neighborhood committee, Xinqiao street, Yinhai, Shenzhen
2. No. 1 frame plant, No. 153 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Road, Shenzhen 9600 2021.1.1 – building, second floor and third floor of Industrial Co., Ltd. 2023.12.31
Huangpuju, Xinqiao street, Bao’an District, jianhongye, Shenzhen
3 frame 3420, No. 153, Nanpu Road, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Commission 2021.1.1 – fourth floor and contact room of plant of Industrial Co., Ltd. 2023.12.31
Nanpu, Huangpu neighborhood committee, Xinqiao street, jianhongye, Shenzhen
4. A new structural plant of steel 3100 2021.1.1 – Industrial Co., Ltd. in the park at 153 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Road, Shenzhen 2023.12.31
Shenzhen Xinqiao south Shenzhen Baoan District Xinqiao street 2021.11.1 – 5 Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Dong joint stock cooperative gonghuangpu community Nandong Industrial Zone South 3076 2022.10.31 Sipu road 146
6 Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Zeng Xuexia 68 1900, No. 8, Lane 2, Huangpu District 1, 2021.10.1 – Suite 2022.9.30
Yongzhi plastic electronics lessor’s original company dormitory 4-5
7 Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (Shenzhen) Co., Ltd. n / a 2021.3.21 – 24 rooms on the company floor 2022.3.20
8 Wuxi Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Wuxi Jingke automobile Wuxi Huishan Economic Development Zone weir 6000 2021.6.1 – standard plant No. 399 new road of parts Co., Ltd. 2022.5.31
C, Feiyi County Park, Vanke, Shajing, Bao’an District, Shenzhen
9 Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) housing security affairs block Room 411, room 416, 1009.65, November 1, 2020-
