Beijing Tongshang law firm
about
Yangzhou Yaxingmotor Coach Co.Ltd(600213)
On the issuance process of non-public offering of A-Shares and the compliance of subscribers
Legal opinion
February, 2002
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Beijing Tongshang law firm
On the issuance process of Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public offering of A-Shares and the compliance of subscribers
Legal opinion
Yangzhou Yaxingmotor Coach Co.Ltd(600213) ：
Beijing Tongshang law firm (hereinafter referred to as "the firm") is a law firm with the legal practice qualification of the people's Republic of China (for the purpose of legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as "China"). Entrusted by Yangzhou Yaxingmotor Coach Co.Ltd(600213) (hereinafter referred to as " Yangzhou Yaxingmotor Coach Co.Ltd(600213) ", "issuer" or "company"), as the special legal adviser of Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public offering of A-Shares (hereinafter referred to as "this offering"), the exchange issued the legal opinion of Beijing Tongshang law firm on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public offering of A-Shares Beijing Tongshang law firm's lawyer work report on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-share shares, supplementary legal opinion on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-share shares Beijing Tongshang law firm's supplementary legal opinion on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-Shares (II) and Beijing Tongshang law firm's supplementary legal opinion on Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public development of A-Shares (III) (hereinafter collectively referred to as "issued legal documents").
In accordance with the company law, the securities law, the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance"), the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the "detailed rules"), the measures for the administration of securities issuance and underwriting (hereinafter referred to as the "measures for the administration of issuance and underwriting") and other relevant laws Laws and regulations, normative documents and other relevant provisions formulated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, verify the compliance of the issuance process and subscription objects of this issuance, and issue this legal opinion.
Unless the context otherwise requires, the terms, definitions and abbreviations used in this legal opinion have the same meanings as those in the issued legal documents. The premises, assumptions and statements made by our lawyers in the issued legal documents are also applicable to this legal opinion.
This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. Our lawyers agree to take this legal opinion as a necessary legal document for this issuance, report it together with other application materials, and bear corresponding legal liabilities for this legal opinion according to law.
In accordance with the relevant laws, regulations, normative documents and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issue the following legal opinions:
1、 Approval and authorization of this 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 this 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) Yaxing Automobile Co., Ltd. (hereinafter referred to as "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 this 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, which deliberated and passed the proposal on adjusting the company's plan for non-public issuance of A-Shares in 2021 and the proposal on the company's plan for non-public issuance of A-Shares in 2021 (Revised Draft). The number of shares issued this time 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 Bank shares (zjxk [2022] No. 131) and approved the issuance.
After verification, our lawyers believe that the issuer has obtained the necessary approval and authorization according to the internal decision-making procedures, and has been approved by the CSRC, which is in line with the provisions of relevant laws and regulations such as the measures for the administration of issuance, the detailed rules for the implementation and the measures for the Administration of issuance and underwriting.
2、 Compliance of the issuance process and results
According to the documents provided by the issuer and the sponsor (lead underwriter) Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) ") of this offering and the verification of our lawyers, the issuer and Zhongtai Securities Co.Ltd(600918) have formulated the Yangzhou Yaxingmotor Coach Co.Ltd(600213) non public development bank stock issuance plan (hereinafter referred to as "issuance plan") for this offering. According to the issuance scheme, this issuance does not involve the inquiry process. After verification, the issuance process and results of this issuance are as follows:
(I) price and quantity of this issue
According to the proposal on adjusting the company's plan for non-public development of A-Shares in 2021 authorized by the issuer's first extraordinary general meeting in 2021 and deliberated and adopted at the fifth meeting of the eighth board of directors, the number of shares issued this time is 66 million, the issue price is 5.14 yuan / share, and the total amount of funds raised is 339.24 million yuan.
On the basis of zjxk [2022] No. 131 document, according to the issuance quantity, issuance price and total amount of raised funds, the issuer and Zhongtai Securities Co.Ltd(600918) negotiated and determined that the issuance quantity is 66 million shares and the subscription amount is 339.24 million yuan.
Our lawyers believe that the issuance price and quantity of this issuance comply with the provisions of relevant laws and regulations, the resolutions of the board of directors and the general meeting of shareholders of the issuer, the approval of the CSRC and the relevant contents of the issuance plan, and the issuance price and quantity are legal and effective.
(II) relevant agreements of this offering
As of the date of issuance of this legal opinion, the subscription object Weichai Yangzhou and the issuer have signed the non-public development bank stock subscription agreement with conditional effect and the supplementary agreement to the non-public development bank stock subscription agreement with conditional effect (hereinafter collectively referred to as the "stock subscription agreement"). The subscription price, subscription amount, subscription method, lock-in period Liability for breach of contract.
Our lawyers believe that the effective conditions agreed in the stock subscription agreement signed between the issuer and the subscription object Weichai Yangzhou have been met, and the agreement is legal and valid.
(III) payment and capital verification
On February 11, 2022, the issuer and Zhongtai Securities Co.Ltd(600918) issued Yangzhou Yaxingmotor Coach Co.Ltd(600213) non public development bank stock payment notice (hereinafter referred to as "payment notice") to Weichai Yangzhou, the subscription object of this offering
Notice "). As of February 14, 2022, the subscription object Weichai Yangzhou has paid the subscription funds in full to the designated account in accordance with the payment notice.
On February 14, 2022, Hexin Certified Public Accountants (special general partnership) issued the Zhongtai Securities Co.Ltd(600918) capital verification report (hexinyan Zi (2022) No. 00000 6), which verified that as of February 14, 2022, the total subscription capital paid by Weichai Yangzhou, the object of this issuance, was 339.24 million yuan, which had been transferred to the account designated by Zhongtai Securities Co.Ltd(600918) .
On February 15, 2022, Hexin Certified Public Accountants (special general partnership) issued Yangzhou Yaxingmotor Coach Co.Ltd(600213) capital verification report (hexinyan Zi (2022) No. 00000 7), which verified that as of February 14, 2022, Weichai Yangzhou, the object of this issuance, had actually paid 339.24 million yuan of capital contribution in currency, after deducting 4519622.64 yuan of relevant issuance expenses (excluding value-added tax), The net amount of funds actually raised by the issuer in this offering is 334720377.36 yuan. Among them, 66 million yuan is included in the share capital and 268720377.36 yuan is included in the capital reserve. As of February 14, 2022, the registered capital of the issuer after change is 286000000.00 yuan, and the accumulated paid in capital (share capital) is 286000000.00 yuan.
In conclusion, our lawyers believe that the issuance process and results of this issuance comply with the provisions of relevant laws and regulations such as the issuance management measures and implementation rules, as well as the issuance plan reported to the CSRC.
3、 Compliance of subscription objects in this offering
According to the resolutions of the 31st meeting of the seventh board of directors of the issuer, the first extraordinary general meeting of shareholders in 2021 and the fifth meeting of the eighth board of directors, the subscription object of this issuance is Weichai Yangzhou, the controlling shareholder of the issuer, and the subscription method is cash subscription.
Prior to this offering, the subscription object Weichai Yangzhou directly held 112200000 A shares of the issuer, accounting for 51.00% of the total share capital of the issuer, and was the controlling shareholder of the issuer. The number of shares issued this time is 66 million. After the issuance, the shareholding ratio of Weichai Yangzhou increased to 62.31%, and it is still the controlling shareholder of the issuer.
Weichai Yangzhou, the subscription object of this offering, has issued the letter of commitment on the source of subscription funds, The main contents are as follows: "The subscription funds of the unit participating in the non-public offering of shares this time are its own funds or self raised funds, and the source of funds is legal and compliant; there is no case of taking shares in the form of famous shares and real bonds, nor taking shares in the form of financial funds or other financial products; there is no structured arrangement such as graded income, nor external raising, leverage or other structured arrangements Financing by means of; There are no situations of accepting the entrustment of others to subscribe on behalf of others, making capital contributions on behalf of others, entrusted shareholding, trust shareholding and other holding on behalf of others; There is no case that the subscription funds come directly or indirectly from Yangzhou Yaxingmotor Coach Co.Ltd(600213) and its related parties (except for the actual controller of the unit and other enterprises controlled by it except Yangzhou Yaxingmotor Coach Co.Ltd(600213) and its subsidiaries); There is no asset replacement or other transaction with Yangzhou Yaxingmotor Coach Co.Ltd(600213) to obtain subscription funds; There is no case that other major shareholders of Yangzhou Yaxingmotor Coach Co.Ltd(600213) and Yangzhou Yaxingmotor Coach Co.Ltd(600213) make a commitment to the minimum guarantee income or disguised minimum guarantee income to the unit, or provide financial assistance or compensation to the unit directly or through stakeholders. "
Weichai Yangzhou, the subscription object of this offering, is not a private investment fund regulated by the securities investment fund law of the people's Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (for Trial Implementation), and there is no need to perform the filing procedures of private investment funds.
After verification, our lawyers believe that the subscription objects of this issuance comply with the provisions of relevant laws and regulations such as the measures for the administration of issuance, the implementation rules and so on.
4、 Concluding observations
To sum up, our lawyers believe that the issuer has obtained the necessary approval and authorization according to the internal decision-making procedures and has been approved by the CSRC; The issuing price and quantity of this issuance of the issuer comply with the relevant provisions of the measures for the administration of issuance and the detailed rules for the implementation of this issuance, the relevant resolutions of this issuance approved and approved by the CSRC and deliberated and adopted by the board of directors and the general meeting of shareholders of the issuer, and the issuance plan reported to the CSRC; The subscription objects of the issuer for this issuance comply with the relevant provisions of the measures for the administration of issuance and the detailed rules for implementation, the approval and reply of the CSRC and the relevant resolutions of this issuance deliberated and adopted by the board of directors and the general meeting of shareholders of the issuer, and the issuance plan reported to the CSRC; The payment notice, stock subscription agreement and other legal documents involved in the issuance process are true, legal and effective; The results of this issuance are legal and valid.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Tongshang law firm on the issuance process of Yangzhou Yaxingmotor Coach Co.Ltd(600213) non-public Development Bank A shares and the compliance of subscription objects)
Beijing Tongshang law firm (seal)
Person in charge: Handling lawyer:
Kong Xin, pan Xinggao
Handling lawyer:
