Changzhou Tiansheng New Materials Co.Ltd(300169) : legal opinion of Beijing Guantao Zhongmao (Shanghai) law firm on Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version). Address: 22 / F, Shangjia center, 99 Xianxia Road, Changning District, Shanghai (200051)
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《 Changzhou Tiansheng New Materials Co.Ltd(300169)
Detailed report on changes in equity (Revised)
of
Legal opinion
Beijing Guantao Zhongmao (Shanghai) law firm
February 2022
Beijing, Shanghai, Guangzhou, Shenzhen, Hong Kong, Tianjin, Hangzhou, Suzhou, Xiamen, Dalian, Jinan, Xi’an, Wuhan, Nanjing, Fuzhou, Haikou, Hefei, Sydney, Toronto, Beijing ｜ Shanghai ｜ Shenzhen ｜ Hong Kong ｜ Tianjin ｜ Hangzhou ｜ Suzhou ｜ Chengdu ｜ Xiamen ｜ Dalian ｜ Jinan ｜ Xi’an ｜ Wuhan ｜ Nanjing ｜ Fuzhou ｜ Zhengzhou ｜ Haikou ｜ Hefei ︱Sydney︱Toronto
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Legal opinion on Changzhou Tiansheng New Materials Co.Ltd(300169) detailed report on changes in equity (Revised Version)
To: Fujian Jucheng mechanical equipment Co., Ltd
Beijing Guantao Zhongmao (Shanghai) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Fujian Jucheng mechanical equipment Co., Ltd. (hereinafter referred to as “Jucheng machinery”) as the principal’s special legal adviser, 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 of companies offering securities to the public No. 15 – Report on changes in equity, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 – Report on the acquisition of listed companies and relevant laws Regulations and normative documents, this legal opinion is issued on the Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version).
In order to issue this legal opinion, the exchange states as follows:
1、 We express our legal opinions in accordance with the facts that have occurred or exist as of the date of issuance of this legal opinion and the provisions of relevant laws and administrative regulations promulgated and effective by the people’s Republic of China (but for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative region and Taiwan). The exchange determines whether the documents involved in this equity change are legal and effective based on the relevant laws and administrative regulations applicable at the time of such events.
2、 The firm and its handling lawyers only express opinions on legal issues related to the Changzhou Tiansheng New Materials Co.Ltd(300169) detailed report on changes in equity (Revised Draft), but do not express opinions on professional matters such as accounting, audit, technology and evaluation. The quotation of some data and conclusions in accounting, audit, technology and evaluation in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, except for the express opinions of our lawyers.
3、 For the purpose of issuing this legal opinion, the exchange has obtained the following guarantees from the information disclosure obligor: 1. The information disclosure obligor has provided the exchange with the documents, data or other disclosure information (including oral statements) necessary for issuing this legal opinion, which are true, legal, effective, complete and sufficient, and there are no false records Misleading statements or material omissions;
2. All written materials, data materials or other disclosed information (including oral instructions) provided by the information disclosure obligor shall be consistent with the original if they are copies or scanned;
3. The signatories in the written materials provided by the information disclosure obligor have full civil capacity, all signatures and seals in the documents provided are true, and any signed documents are signed by relevant authorized representatives with valid authorization;
4. All facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, omission or deviation;
5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, we rely on the opinions, explanations or other relevant documents issued by the relevant parties.
catalogue
Section 1 introduction of information disclosure obligor Section 2 purpose and approval procedure for changes in the rights and interests of information disclosure obligors Section 3 equity change method Section 4 capital source of this transaction Section 5 follow up plan of this transaction Section VI analysis of the impact on listed companies Section 7 major transactions between information disclosure obligors and listed companies 32 section 8 trading of shares of Listed Companies in the first six months 33 section IX concluding observations thirty-three
interpretation
In this legal opinion, unless otherwise specified, the following words or abbreviations have the following specific meanings:
The legal opinion of Beijing Guantao Zhongmao (Shanghai) law firm on Changzhou tianben legal opinion refers to the detailed report on changes in equity of Shengxin Materials Co., Ltd. (Revised Version)
The equity change report refers to the Changzhou Tiansheng New Materials Co.Ltd(300169) detailed equity change report (Revised Version)
Listed company, target company, refers to Changzhou Tiansheng New Materials Co.Ltd(300169) Changzhou Tiansheng New Materials Co.Ltd(300169)
Information disclosure obligor 1. Refers to Fujian Jucheng mechanical equipment Co., Ltd
Coalescence machinery
Information disclosure obligor 2. Refers to juchengcheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
Jucheng intelligence
Information disclosure obligors refer to Fujian Jucheng mechanical equipment Co., Ltd. and Quanzhou Taiwan investment zone juchengcheng intelligent machinery partnership (limited partnership)
Lida holding refers to Lida Holding Co., Ltd., a listed company in Taiwan, with the securities code of 4552
Lida machinery refers to Fujian Quanzhou Lida Machinery Co., Ltd
Ronghai SDIC refers to Qingdao Ronghai SDIC Asset Management Co., Ltd
This non-public offering refers to Changzhou Tiansheng New Materials Co.Ltd(300169) issuing 95323700 A shares to Jucheng intelligent, a specific object
Jucheng intelligent subscribed for all the shares issued to specific objects this time, totaling 95323700 shares, accounting for 29.24% of the total share capital of the listed company before the issuance; This equity change and this time, Wu Haizhou entrusted the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares to poly trading to exercise mechanically; Sun Jian promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares, LV zewei promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares, and Xu Yi promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 6908346 shares.
Changzhou Tiansheng share subscription agreement signed by Changzhou Tiansheng New Materials Co.Ltd(300169) and Jucheng intelligent on February 21, 2022 refers to the subscription agreement for issuing shares to specific objects with effective conditions between new materials Co., Ltd. and Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
Strategic cooperation framework agreement refers to the strategic cooperation framework agreement signed by Xu Yi on January 26, 2022
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) on January 26, 2022
Voting right waiver agreement refers to the voting right waiver agreement signed by Sun Jian, LV zewei, Xu Yi, Jucheng machinery and Changzhou Tiansheng New Materials Co.Ltd(300169) on January 26, 2022
Beijing Guantao Zhongmao (Shanghai) law firm
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (amended in 2019)
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies (revised in 2020)
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public – Report on changes in equity (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
According to the business license and articles of association provided by the information disclosure obligors, and after the lawyers of the exchange inquired the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, the basic information of the information disclosure obligors is as follows:
(I) coalescence machinery
Company name: Fujian Jucheng mechanical equipment Co., Ltd
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