Haihua Yongtai (Beijing) law firm
Shanghai Haihua Yongtai (Beijing) law firm
Legal opinion on completion of Shandong Yabo Technology Co.Ltd(002323) reorganization plan
(2022) JHL No. 0022-003 to: Shandong Yabo Technology Co.Ltd(002323)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the enterprise bankruptcy law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the "Listing Rules") and other laws, administrative regulations, departmental rules and other normative documents, Shanghai Haihua Yongtai (Beijing) law firm (hereinafter referred to as "the firm") accepts the entrustment of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as "Yabo shares" or "the company" or "the listed company") to issue this legal opinion on the completion of the implementation of the company's reorganization plan.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. A copy of the letter of legal confirmation and the original legal materials issued by the company or the lawyer's office have been provided to the company;
2. The documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, and if the documents and materials are copies or copies, they shall be consistent with the original;
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the office and the handling lawyer rely on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
Haihua Yongtai (Beijing) law firm
The exchange only expresses opinions on the completion of the implementation of the company's reorganization plan, and only expresses legal opinions in accordance with the current laws and regulations of the people's Republic of China, and does not express legal opinions in accordance with any laws outside China. The exchange will not express opinions on accounting, auditing, asset evaluation and other non legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange agrees to announce this legal opinion together with other information disclosure materials of the company, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in relevant documents, but when the company makes the above quotation, it shall not cause ambiguity or misinterpretation of the law due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above referenced relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Bankruptcy and reorganization of Yabo shares
On April 25, 2021, Shandong Zaozhuang intermediate people's court made (2021) Lu 04 Po Shen No. 3 civil ruling according to the application of creditors, ruled to accept the case of bankruptcy and reorganization of Yabo shares, and ruled to refer the case to the people's Court of Shizhong District of Zaozhuang City on April 29, 2021. The people's Court of Shizhong District of Zaozhuang City made the decision (2021) Lu 0402 Po No. 3-1 on May 6, 2021, appointing the Shandong Yabo Technology Co.Ltd(002323) liquidation group as the manager of Yabo shares. On September 30, 2021, upon the application of the administrator, the Shizhong District Court of Zaozhuang City made a civil ruling (2021) Lu 0402 Po No. 3 according to law, ruling to approve the Shandong Yabo Technology Co.Ltd(002323) reorganization plan (hereinafter referred to as the "reorganization plan") and terminate the reorganization procedure of Yabo shares.
2、 Conditions for revoking the delisting risk warning of Yabo shares
Article 9.4.13 of the Listing Rules stipulates: "after a listed company is warned of delisting risk in its stock trading due to item (VII) of article 9.4.1, if it meets one of the following conditions, it may apply to the bourse for cancellation of delisting risk warning in its stock trading: (I) the implementation of reorganization plan is completed;" According to the above provisions,
Haihua Yongtai (Beijing) law firm
The implementation of the reorganization plan of Yabo shares has been completed, which is a prerequisite for applying for the cancellation of the delisting risk warning of Yabo shares.
3、 The reorganization plan of Yabo shares has been implemented
(I) standards for completion of reorganization plan
Point (III) of Part VI of the reorganization plan stipulates: "After all the following conditions are met and the manager issues the supervision report on the implementation of the reorganization plan, the implementation of the reorganization plan is deemed to be completed: 1. The employee's creditor's rights and ordinary creditor's rights have been paid off, deposited and reserved in accordance with the creditor's rights adjustment and settlement plan, and the distribution quota not received by the creditor has been deposited in accordance with the provisions of the reorganization plan; according to the provisions of the reorganization plan, the The restructuring expenses paid have been paid; 2. According to the provisions of this reorganization plan, the converted shares used to introduce the reorganization investor have been transferred to the securities account designated by the reorganization investor. "
(II) the reorganization plan has been implemented
According to articles 89 and 90 of the enterprise bankruptcy law of the people's Republic of China and the provisions of the reorganization plan, Yabo shares is responsible for the implementation of the reorganization plan, which is supervised by the manager. On February 9, 2022, Yabo Co., Ltd. submitted the report on the implementation of the reorganization plan to the manager, which reported that the company had completed the implementation of the reorganization plan in accordance with the provisions of the reorganization plan. On February 10, 2022, the Shandong Yabo Technology Co.Ltd(002323) administrator submitted the supervision report on the implementation of the Shandong Yabo Technology Co.Ltd(002323) reorganization plan to the people's Court of Shizhong District of Zaozhuang City, applying to confirm the completion of the implementation of the reorganization plan and terminate the Shandong Yabo Technology Co.Ltd(002323) reorganization procedure. The manager believes that up to now, the liquidation funds and debt paying shares that Yabo shares should distribute to creditors according to the provisions of the reorganization plan have been distributed; The distribution funds and debt paying stocks not received by creditors (including cash and stocks reserved for delaying the determination of creditor's rights, undeclared creditor's rights and failing to provide the creditor's rights of bank and securities accounts to the manager) have been fully deposited in accordance with the provisions of the reorganization plan; The restructuring expenses payable have been paid; At the same time, all capital reserves of Yabo shares have been transferred to the securities account of restructuring investors, the securities account of all shareholders other than the original top ten shareholders registered by the company after the closing of the equity registration date, and the securities account designated by creditors, and the rest has been registered to the special account of the manager for subsequent use in accordance with the provisions of the restructuring plan
Haihua Yongtai (Beijing) law firm
Satisfaction of debts; The implementation of the reorganization plan of Yabo shares meets the standards for the completion of implementation specified in the reorganization plan, and it can be confirmed that the reorganization plan has been implemented.
On February 16, 2022, the people's Court of Shizhong District of Zaozhuang City made a civil ruling (2021) Lu 0402 Po No. 3-4 according to law, which confirmed that the implementation of the Shandong Yabo Technology Co.Ltd(002323) reorganization plan had been completed and terminated the reorganization procedure of Yabo shares.
4、 Concluding observations
To sum up, as of the issuance date of this legal opinion, the implementation of the Shandong Yabo Technology Co.Ltd(002323) reorganization plan has been completed in accordance with the provisions. The manager submitted the supervision report on the implementation of the Shandong Yabo Technology Co.Ltd(002323) reorganization plan to the people's Court of Shizhong District of Zaozhuang City, which was confirmed by the people's Court of Shizhong District of Zaozhuang City with (2021) Lu 0402 Po 3-4 civil ruling. The exchange believes that the reorganization plan of Yabo shares has been implemented.
Haihua Yongtai (Beijing) law firm
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Shanghai Haihua Yongtai (Beijing) law firm
Lawyer Wang Xiufeng
Mm / DD / 2022
Attachment: 1 Zaozhuang Shizhong District People's Court (2021) Lu 0402 Po No. 3-4 civil ruling 2 Shandong Yabo Technology Co.Ltd(002323) manager's supervision report on the implementation of Shandong Yabo Technology Co.Ltd(002323) reorganization plan and Shandong Yabo Technology Co.Ltd(002323) report on the implementation of reorganization plan
