Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-010-50867666 Fax: 86-010-65527227
Email / e-mail: [email protected].
Beijing Xi'an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Beijing Jingcheng Machinery Electric Company Limited(600860)
Issuing shares and paying cash to purchase assets and raising supporting funds
Supplementary legal opinion (IV)
Kangda Guzhong Zi [2021] No. 0004-4
February, 2002
Beijing Kangda law firm
About Beijing Jingcheng Machinery Electric Company Limited(600860)
Issuing shares and paying cash to purchase assets and raising supporting funds
Supplementary legal opinion (IV)
Kangda Guzhong Zi [2021] No. 0004-4 to: Beijing Jingcheng Machinery Electric Company Limited(600860)
The exchange is entrusted by Beijing Jingcheng Machinery Electric Company Limited(600860) (hereinafter referred to as " Beijing Jingcheng Machinery Electric Company Limited(600860) " and "the company") to act as the special legal adviser for the company's issue of shares, payment of cash to purchase assets and raising supporting funds (hereinafter referred to as "the transaction"). In accordance with the provisions of the company law, the securities law, the measures for the administration of reorganization, the measures for the administration of issuance, the non-public rules, the Standard No. 26, the stock listing rules, the measures for the administration of law firms engaging in securities legal business and other relevant laws, regulations and normative documents, On September 3, 2021, our lawyers issued the legal opinion of Beijing Kangda law firm on Beijing Jingcheng Machinery Electric Company Limited(600860) issuing shares and paying cash to purchase assets and raise supporting funds (Kangda Guzhong Zi [2021] No. 0004) (hereinafter referred to as the "legal opinion"), On November 23, 2021, the supplementary legal opinion of Beijing Kangda law firm on Beijing Jingcheng Machinery Electric Company Limited(600860) issuing shares and paying cash to purchase assets and raise supporting funds (Kangda Guzhong Zi [2021] No. 0004-1) (hereinafter referred to as "supplementary legal opinion (I)") and the supplementary legal opinion of Beijing Kangda law firm on Beijing Jingcheng Machinery Electric Company Limited(600860) Supplementary legal opinion (II) on issuing shares and paying cash to purchase assets and raise supporting funds (Kangda Guzhong Zi [2021] No. 0004-2) (hereinafter referred to as "supplementary legal opinion (II)"), On December 1, 2021, it issued the supplementary legal opinion (III) of Beijing Kangda law firm on Beijing Jingcheng Machinery Electric Company Limited(600860) issuing shares and paying cash to purchase assets and raise supporting funds (Kangda Guzhong Zi [2021] No. 0004-3) (hereinafter referred to as "supplementary legal opinion (III)".
According to the requirements of relevant laws and regulations, based on the update of Beijing Jingcheng Machinery Electric Company Limited(600860) and the financial data of the subject company, and in line with the principle of importance, our lawyers have conducted supplementary verification on the matters related to this transaction, The supplementary legal opinion of Beijing Kangda law firm on Beijing Jingcheng Machinery Electric Company Limited(600860) issuing shares and paying cash to purchase assets and raise supporting funds (IV) (Kangda Guzhong Zi [2021] No. 0004-2, hereinafter referred to as "this supplementary legal opinion") is hereby issued.
Our lawyers only rely on the facts that have occurred or existed before the date of issuance of this supplementary legal opinion to express legal opinions. Our lawyers determine whether the inspected items are legal, compliant, true and effective based on the current effective laws and regulations, the approval and confirmation made by the competent government departments, and the documents directly obtained by our lawyers from state organs and other public institutions. For documents not directly obtained from public institutions, our lawyers have carried out necessary verification and verification.
Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers' legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean that they make any express or implied guarantee for the authenticity, accuracy and completeness of these data and conclusions in the documents.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this supplementary legal opinion. Our lawyers shall bear corresponding legal liabilities for the legal opinions issued according to law.
In the process of verification, our lawyers obtained Beijing Jingcheng Machinery Electric Company Limited(600860) and other relevant subjects of this transaction to guarantee the authenticity, integrity and accuracy of the documents, materials and statements and explanations provided by them, and there are no false records, misleading statements or major omissions.
This supplementary legal opinion is only for Beijing Jingcheng Machinery Electric Company Limited(600860) the purpose of this transaction and shall not be used for any other purpose or purpose without the written permission of the exchange. The exchange agrees to take this supplementary legal opinion as a necessary legal document for Beijing Jingcheng Machinery Electric Company Limited(600860) application for this exchange, and submit it to the CSRC along with other application materials for review and relevant information disclosure.
Our lawyers agree that Beijing Jingcheng Machinery Electric Company Limited(600860) shall quote all or part of the contents of this supplementary legal opinion in its application materials for this transaction or in accordance with the examination requirements of the CSRC, but the above quotation shall not lead to legal ambiguity or misinterpretation.
The contents not covered in this supplementary legal opinion shall be subject to the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III). Unless otherwise specified, the meanings of terms in this supplementary legal opinion are the same as those in legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III).
In accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, the lawyers of the firm issue supplementary legal opinions on the basis of checking relevant materials and facts as follows:
1、 Supplementary verification of this transaction plan
On February 24, 2022, the listed company held the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022, The proposal on extending the validity period of the resolution of the general meeting of shareholders on the issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds and the proposal on requesting the general meeting of shareholders and the general meeting of class shareholders to extend the validity period of authorizing the board of directors to handle the issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds were reviewed and approved And other proposals related to this transaction.
According to the resolutions of the 15th extraordinary meeting of the 10th board of directors of the listed company, as well as the resolutions of the first extraordinary general meeting of shareholders in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022, The validity period of the resolution of the general meeting of shareholders of the company on this transaction and the authorization period of the general meeting of shareholders authorizing the board of directors to handle matters related to this transaction shall be extended for 12 months from the date of expiration. In addition to extending the validity and authorization period of the above resolutions, other contents of the transaction plan remain unchanged.
Our lawyers believe that the transaction plan after the adjustment of this transaction is still legal and effective, and complies with the provisions of the reorganization management measures and other relevant laws, regulations, rules and normative documents. The adjustment of this trading plan has extended the validity period and authorization period of the resolution of the general meeting of shareholders. According to the provisions of the measures for the administration of restructuring and the opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies - opinions on the application of securities and futures laws No. 15, the trading object, trading price, etc. of this transaction have not changed, Therefore, the adjustment of this transaction plan does not constitute a major adjustment.
2、 Supplementary verification of the subject qualification of all parties to this transaction
(I) Beijing Jingcheng Machinery Electric Company Limited(600860) subject qualification
According to the information provided by the company and verified by our lawyers, as of June 30, 2021, Beijing Jingcheng Machinery Electric Company Limited(600860) top ten shareholders and their shareholding are as follows:
Name of shareholder number of shares (10000 shares) shareholding ratio
Jingcheng electromechanical 24573.51 50.67%
HKSCC NOMINEES LIMITED 9,931.30 20.48%
Li Hongjie 490.00 1.01%
Jiang genqing 378.77 0.78%
He Yong 214.75 0.44%
Hong Kong Central Clearing Company Limited 184.28 0.38%
Xu Zihua 170.87 0.35%
Xu Rui 170.55 0.35%
Huang Zhiping 166.00 0.34%
Wang Zhengyue 0.30%
Total 36416.34 75.09%
According to the current valid business license and articles of association of Beijing Jingcheng Machinery Electric Company Limited(600860) and verified by our lawyers, Beijing Jingcheng Machinery Electric Company Limited(600860) is a joint stock limited company established and effectively existing according to law, and its shares are listed and traded on the Shanghai Stock Exchange. As of the date of issuance of this supplementary legal opinion, Beijing Jingcheng Machinery Electric Company Limited(600860) has no bankruptcy, dissolution, liquidation and other problems in accordance with laws, regulations If the normative documents and the articles of association stipulate that the business needs to be terminated, it has the qualification to participate in this transaction. (II) counterparty
1. Li Hong
Name: Li Hong
Former name none
Gender female
Nationality China
ID number 3702061979********
Address: Shibei District, Qingdao City, Shandong Province
Have you obtained the right of residence in other countries or regions? No
Li Hong's employment in recent three years and the property right relationship with the employer are as follows:
SN Company date of employment whether the job is the same as the company of employment
There is a property right relationship
1. From March 2016 to now, the directors of Beiyang Tianqing are and the shareholding ratio is
45.75%
China duty free products to the purchasing department in March 2002
2. Whether Qingdao Machinery Group Co., Ltd. had menstruation in March 2017
Market duty free shop
As of the date of issuance of this supplementary legal opinion, Li Hong has no other controlled affiliated enterprises except Beiyang Tianqing.
2. Zhao Qing
Name: Zhao Qing
Former name none
Gender
