Beijing Tongshang law firm on Yangzhou Yaxingmotor Coach Co.Ltd(600213)
The controlling shareholder is exempted from making an offer
Legal opinion
February, 2002
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Beijing Tongshang law firm
On the exemption of Yangzhou Yaxingmotor Coach Co.Ltd(600213) controlling shareholders from making offers
Legal opinion
To: Yangzhou Yaxingmotor Coach Co.Ltd(600213)
Beijing Tongshang law firm (hereinafter referred to as "the firm") serves as the special legal adviser for Yangzhou Yaxingmotor Coach Co.Ltd(600213) (hereinafter referred to as "the issuer" and "the company") in the non-public offering of A-Shares (hereinafter referred to as "the offering" and "the non-public offering") in 2021. In accordance with 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 (hereinafter referred to as the "measures for the administration of acquisition") and other relevant laws, administrative regulations and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, This legal opinion is issued to verify whether the controlling shareholder Weichai (Yangzhou) Yaxing Automobile Co., Ltd. (hereinafter referred to as "Weichai Yangzhou") subscribes for the issuer's non-public offering of A-Shares (hereinafter referred to as "this acquisition") meets the conditions for exemption from the offer ("this exemption from the offer").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. We have obtained the guarantee from the issuer and Weichai Yangzhou that the issuer and Weichai Yangzhou have fully provided us with the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion; The signatures and seals on all documents provided by the issuer and Weichai Yangzhou to the exchange are true, all copies or copies are consistent with the original, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
2. This legal opinion is issued in accordance with the facts that have occurred or exist before the issuance date and in accordance with the laws, regulations and normative documents in force at that time or now in China. In this legal opinion, laws, regulations and normative documents refer to the current effective laws of China, administrative regulations, local regulations, autonomous regulations and separate regulations issued by the State Council, rules formulated by ministries and commissions of the State Council, the people's Bank of China, the National Audit Office, institutions directly under the State Council with administrative functions and local people's governments, judicial interpretations of the Supreme People's court Judicial interpretations and other normative documents of the Supreme People's Procuratorate. 3. Our lawyers' understanding and judgment of the relevant facts involved in this legal opinion ultimately depend on the documents, materials and statements, explanations, confirmations and commitments provided to us by the issuer and Weichai Yangzhou, and the issuer and Weichai Yangzhou have assured us and our lawyers of their authenticity, completeness and accuracy without concealment, falsehood and major omissions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, issuers or other relevant units and the publicity information on the website of relevant government departments to issue legal opinions.
4. The exchange only expresses opinions on the exemption of Weichai Yangzhou from the offer, and does not express opinions on professional matters such as accounting and finance, capital verification and audit, asset evaluation and overseas legal matters.
5. Our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations and normative documents, followed the principles of diligence and good faith, and ensured that there are no false records, misleading statements and major omissions in this legal opinion in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry.
6. This legal opinion is only for the purpose of this acquisition and shall not be used for other purposes.
Based on the above, we and our lawyers have verified and verified the relevant documents and facts provided by the issuer and Weichai Yangzhou in accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. We hereby issue this legal opinion as follows:
1、 Subject qualification of acquirer
1. Basic information of the acquirer
As of the date of issuance of this legal opinion, the basic information of Weichai Yangzhou is as follows:
Name: Weichai (Yangzhou) Yaxing Automobile Co., Ltd
Unified social credit code 9132100356780558xf
Enterprise type limited liability company
Address: No. 8, Yangling Road, Yangzhou
Legal representative: Zhang Quan
The registered capital is 1339 million yuan
Research and development, manufacturing, sales and service of auto parts; Research and development, sales and service of automobiles (excluding cars); Development, production, sales and service of passenger cars and passenger car chassis; Business scope of import and export of various commodities and technologies; Industrial investment in automobile and auto parts industry, tangible movable property leasing (excluding financial leasing) services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: January 12, 2011
Business term: January 12, 2011 to January 11, 2041
2. Acquisition qualification
According to the information provided by the company and verified by our lawyers, as of the date of issuance of this legal opinion, there is no situation in Weichai Yangzhou that it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of acquisition:
(1) Have a large amount of debt, which is not paid off when due and is in a continuous state;
(2) Major violations or suspected of major violations in the last three years;
(3) Serious dishonesty in the securities market in the past three years;
(4) Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
2、 Approval and authorization of this non-public offering
On March 29, 2021, the issuer held the 31st meeting of the 7th board of directors. The meeting considered and passed the proposals related to the non-public offering, including the proposal on the company's non-public offering of shares, and agreed to submit them to its general meeting of shareholders for deliberation.
On June 22, 2021, Shandong Heavy Industry Group Co., Ltd. issued the reply on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-share scheme, agreeing that the issuer would issue no more than 66000000 shares to Weichai Yangzhou in the form of non-public offering.
On July 9, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021. The meeting deliberated and passed the proposals related to the non-public offering, including the proposal on the company's non-public offering of shares.
On October 19, 2021, the issuer held the fifth meeting of the eighth board of directors. The meeting considered and passed the proposal on adjusting the company's plan for non-public issuance of A-Shares in 2021, the proposal on the company's plan for non-public issuance of A-Shares in 2021 (Revised Draft) and other relevant proposals. The number of non-public issuance of shares was 66 million, All are subscribed by the controlling shareholder Weichai Yangzhou in cash.
On January 18, 2022, the China Securities Regulatory Commission issued the reply on approving Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development shares (zjxk [2022] No. 131), approving the non-public offering.
In conclusion, our lawyers believe that the non-public offering has obtained the necessary approval and authorization.
3、 This acquisition is exempt from the offer as stipulated in the measures for the administration of acquisition
According to Article 63 of the measures for the administration of acquisitions, "investors may be exempted from making offers under any of the following circumstances:... (V) if the shares with interests in a listed company reach or exceed 50% of the issued shares of the company, continuing to increase their interests in the company will not affect the listing status of the company
Before this acquisition, the total share capital of the issuer was 220000000 shares, and Weichai Yangzhou held 112200000 A shares of the issuer, accounting for 51.00% of the total share capital of the issuer, that is, the shares held have exceeded 50% of the issued shares of the issuer. The number of non-public offering shares is 66 million. After the acquisition, the shareholding ratio of Weichai Yangzhou increased to 62.31%. The listing status of the issuer will not be affected by this acquisition. The acquisition of Weichai Yangzhou meets the conditions for exemption from the offer.
4、 Concluding observations
To sum up, the exchange believes that as of the date of issuance of this legal opinion, Weichai Yangzhou was established and validly existing according to law, there is no situation that listed companies are not allowed to be acquired as stipulated in the measures for the administration of acquisition, and it has the subject qualification of this acquisition; The non-public offering has obtained the necessary approval and authorization; This acquisition meets the conditions for exemption from making an offer stipulated in Article 63 of the acquisition management measures, and Weichai Yangzhou, the controlling shareholder of the company, can be exempted from making an offer.
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