Beijing Jindu law firm
About Shanxi Coking Coal Energy Group Co.Ltd(000983)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Special verification opinions
To: Shanxi Coking Coal Energy Group Co.Ltd(000983)
In accordance with the relevant provisions of 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, the measures for the administration of major asset restructuring of listed companies and other laws, administrative regulations, departmental rules and other normative documents, Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) is entrusted by Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as Shanxi Coking Coal Energy Group Co.Ltd(000983) or the listed company) as a special legal adviser to provide legal services on matters related to Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as this reorganization or this transaction). For the purpose of this transaction, the exchange has issued the legal opinion of Beijing Jindu law firm on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the legal opinion) on January 14, 2022.
The exchange has made special verification on the relevant legal issues and related matters requiring the opinions of the exchange raised in the inquiry letter on the restructuring of Shanxi Coking Coal Energy Group Co.Ltd(000983) (inquiry letter on permitted restructuring [2022] No. 2) (hereinafter referred to as the inquiry letter) issued by the first Department of listed company management of Shenzhen Stock Exchange on January 28, 2022, And issue the special verification opinions (hereinafter referred to as the verification opinions).
In order to issue the verification opinion, the Institute and its solicitors have made necessary verification and verification on the facts and laws and regulations concerning the transaction according to the relevant laws and regulations of the Chinese mainland, the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) and the Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange).
The transaction related parties of the bourse have provided the original written materials, copy materials and photocopy materials required by the bourse and the handling lawyer to issue this verification opinion, and the documents and materials provided by each party to the bourse and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, On the premise that the duplicate or copy is consistent with the original or the original, we agree to issue this verification opinion. For the fact that this verification opinion is very important and cannot be supported by independent evidence, the exchange relies on the certificates or explanatory documents issued by relevant government departments, relevant parties to this transaction or other relevant institutions to issue verification opinions.
This verification opinion is only used by Shanxi Coking Coal Energy Group Co.Ltd(000983) for the purpose of this transaction and shall not be used for any other purpose. The exchange agrees to take the verification opinions as the necessary legal documents of the exchange, submit them to the Shenzhen stock exchange together with other application materials, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
The exchange agrees Shanxi Coking Coal Energy Group Co.Ltd(000983) to quote the relevant contents of this legal opinion in the relevant documents prepared for the exchange in accordance with the examination requirements of the CSRC, but when making the above quotation, it shall not cause legal ambiguity or misinterpretation due to quotation. Our lawyers have the right to review and confirm the relevant contents of the above-mentioned relevant documents again.
The premises, assumptions and definitions of relevant terms in the legal opinion of the exchange are also applicable to this verification opinion.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the relevant documents and facts provided by the relevant parties to this transaction. The verification opinions are as follows: question 17 of the inquiry letter
According to the guidelines for the application of regulatory rules – listing class No. 1, the proportion of raised matching funds to supplement the company’s working capital and repay debts shall not exceed 25% of the transaction price or 50% of the total amount of raised matching funds. Please explain whether the raised funds meet the provisions of this transaction. Independent financial advisers and lawyers are requested to check the above matters and express clear opinions.
Reply: I. The proportion of the specific amount of supporting funds raised under this transaction to make up the current and repay the loan
According to Shanxi Coking Coal Energy Group Co.Ltd(000983) the resolutions of the sixth and eighth meetings of the eighth board of directors, the restructuring report and the transaction agreement with conditions signed by all parties to the transaction, under this restructuring plan:
1. Shanxi Coking Coal Energy Group Co.Ltd(000983) the transaction price of purchasing Huajin’s target assets by issuing shares and paying cash is 6599297997.93 yuan, and the transaction price of purchasing Pearl’s target assets is 442632511.68 yuan, totaling 7041930509.61 yuan;
2. The total amount of supporting funds raised this time does not exceed 4.4 billion yuan, of which the amount to be used to repay bank loans does not exceed 2169.816 million yuan, and there is no purpose to supplement the company’s working capital.
According to the above, the amount to be used for debt repayment under the raised matching funds accounts for 30.81% of the price of this transaction, exceeding 25% of the price of this transaction; Accounting for 49.31% of the total supporting funds raised this time, not exceeding 50% of the total supporting funds raised. 2、 Regulatory rules on raising matching funds for replenishment and loan repayment
The lawyers of the firm have verified the regulations, answers, guidelines and other documents issued by the CSRC on the purpose and proportion of supporting funds raised by listed companies for issuing shares to purchase assets. The changes in the rules of raising supporting funds for making up current and repaying loans are mainly as follows:
When issuing / revising the purpose and proportion of the raised matching funds, the relevant requirements shall be abolished. The name of the rules and the content of the rules shall end / no longer apply
Management of major asset restructuring of listed companies
Measures: Article 13 Where a listed company issues shares to purchase assets and raises funds at the same time
Article 43 part of the supporting funds are mainly used to improve the applicable opinions of the reorganization project in August 2011 and April 2015 – integration performance… The applicability of securities and futures laws
Article 12 of the opinion
No. (2011)
1. Raise supporting funds to improve the merger and reorganization of listed companies
The integration performance mainly includes: the merger and reorganization
Payment of cash consideration in e-commerce; Tax on this M & a transaction
Expenses, personnel resettlement expenses and other M & A integration expenses
Pay; The underlying assets involved in this merger and reorganization are under construction
Project construction and working capital arrangement; Supplementary listed company
On the working capital of the merger and reorganization department.
Supporting financing 2 Under the following circumstances, supporting funds shall not be raised for the reason of supplementing working capital in July 2013 and November 2014: assets of listed companies
The debt ratio is significantly lower than the average of Listed Companies in the same industry
Flat; The use effect of the previously raised funds is obvious and has not been achieved
The publicly disclosed planned progress or expected income; and
The acquisition and reorganization plan is limited to the acquisition of the shares held by the listed company
Minority interests of subsidiaries; Merger and reorganization plan
Constitute backdoor listing.
1. Raising matching funds to improve the importance of M & A of listed companies
The integration performance of the M & a group mainly includes: the payment of cash consideration in the transaction of supporting funds raised by the M & A; the M & a transaction
Calculate the proportion, purpose and other taxes, personnel resettlement expenses and other M & A integration expenses, which will be paid in November 2014 and April 2015; The underlying assets involved in this M & A are
Project construction and working capital arrangement; Partial supplement
Working capital of listed companies, etc.
When issuing / revising the purpose and proportion of the raised matching funds, the relevant requirements shall be abolished. The name of the rules and the content of the rules shall end / no longer apply
2. Under the following circumstances, supplementary liquidity shall not be used
Reasons for raising funds: supporting funds of listed companies
The asset liability ratio is significantly lower than the average of Listed Companies in the same industry
Level; The use effect of the funds raised in the previous time is obvious and has not been achieved
To the publicly disclosed planned progress or expected income;
The merger and reorganization plan is limited to the acquisition of the controlled assets of listed companies
Minority shareholders’ rights and interests of subsidiaries; Merger and reorganization party
The case constitutes backdoor listing.
The purpose of the raised matching funds shall comply with the provisions of the listing company
Measures for the administration of securities issuance and GEM Listing
Relevant provisions of the Interim Measures for the administration of company securities issuance
Regulations on listed companies. Considering the particularity of M & A, the funds raised and allocated to issue shares to purchase capital sets can also be used to pay for this M & a transaction
Raise supporting cash consideration at the same time; Pay the taxes and fees of this M & a transaction, the resettlement expenses of problem personnel such as the use of funds in April 2015 and September 2015, and other M & A integration expenses; Target capital
And answers: Construction of projects under construction, etc. Raise matching funds for
The proportion of replenishing the company’s working capital shall not exceed the raised allocation
50% of the set of funds; Merger and reorganization plan constitutes backdoor
The proportion of listed companies shall not exceed 30%.
The purpose of the raised matching funds shall comply with the provisions of the listing company
Measures for the administration of securities issuance and GEM Listing
Relevant provisions of the Interim Measures for the administration of company securities issuance
Yes. Considering the particularity of M & A, raising funds and allocating funds
The regulatory funds of listed companies can also be used to pay for this M & a transaction
Cash consideration frequently asked by laws and regulations; The merger and acquisition fee and the settlement fee paid in June 2016; Target capital
Construction of projects under construction, etc.
Raising matching funds to supplement the company’s working capital
The proportion shall not exceed 25% of the transaction price; Or not
More than 50% of the total amount of supporting funds raised constitutes a loan
Shell listed, not more than 30%.
The supporting funds raised by listed companies on issuing shares to purchase capital cannot be used to supplement listed companies and
At the same time, raise working capital of supporting target assets and repay debts. Questions and answers related to funds from June 2016 to October 2018
The proportion of issuing shares to purchase capital and repay debts shall not exceed 25% of the assets raised at the same time in October 2018 and July 2020; Or no more than 50% of the total amount of supporting funds raised.
When issuing / revising the purpose and proportion of the raised matching funds, the relevant requirements shall be abolished. The name of the rules and the content of the rules shall end / no longer apply
The regulatory rules (revised in 2018) apply to the raising of supporting funds to supplement the company’s working capital
Guidelines – the proportion of debt repayment of listed companies should not exceed the current effective date of July 2020 for transaction pricing
No. 1 25%; Or not exceeding the total amount of supporting funds raised
50%。
Since the promulgation of the guidelines for the application of regulatory rules – listing class No. 1 in July 2020, in the transactions in which listed companies issue shares (and pay cash) to purchase assets to raise supporting funds, some cases in which the amount of supporting funds raised is used to supplement the company’s working capital and repay debts exceeds 25% of the transaction price but not more than 50% of the total amount of raised funds are as follows:
Raising supporting funds for replenishment and replenishment has also been valued by China’s Listed Companies in securities trading. The supporting funds are used for replenishment loan amount, loan amount, CSRC securities abbreviation and stock restructuring transaction amount, and the loan repayment of mobile funds accounts for the transaction accounts for the approval of raising / ticket agency
