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Beijing Kangda law firm
About Inner Mongoliayuan Xing Energy Company Limited(000683)
Purchase of major assets, capital increase and related party transactions
Supplementary legal opinion (I)
Kangda Guzhong Zi [2022] No. 0001
February, 2002
Beijing Kangda law firm
About Inner Mongoliayuan Xing Energy Company Limited(000683)
Legal opinions on major asset purchase, capital increase and related party transactions
Kangda Guzhong Zi [2022] No. 0001 to: Inner Mongoliayuan Xing Energy Company Limited(000683)
Beijing Kangda law firm is entrusted by your company to act as a special legal adviser for Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase, capital increase and related party transactions. In accordance with relevant laws, regulations and relevant normative documents of the CSRC, Our lawyers have issued legal opinions on Inner Mongoliayuan Xing Energy Company Limited(000683) major asset purchase, capital increase and related party transactions (hereinafter referred to as "legal opinions"). In view of the fact that Shenzhen Stock Exchange has issued the inquiry letter on restructuring of Inner Mongoliayuan Xing Energy Company Limited(000683) (hereinafter referred to as the "inquiry letter") No. 1 of the inquiry letter on non permitted restructuring (2022), our lawyers have checked the relevant legal issues involved in the relevant issues that the issuer's lawyers need to explain in the inquiry letter and issued this supplementary legal opinion.
(I) in accordance with the provisions of the securities law, the practice measures, the practice rules and other regulations and the facts occurring or existing before the issuance date of this supplementary legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
(II) in order to issue this supplementary legal opinion, our lawyers have checked the originals, copies or photocopies of documents and materials related to the issuance of this supplementary legal opinion provided by Inner Mongoliayuan Xing Energy Company Limited(000683) and other relevant parties, and conducted necessary verification and verification on relevant issues.
(III) for the facts related to the issuance of this supplementary legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, other relevant institutions or relevant parties to issue this supplementary legal opinion.
(IV) this supplementary legal opinion only expresses opinions on Chinese legal issues related to this major asset restructuring, and will not express opinions on professional matters such as accounting, capital verification, audit and asset evaluation. The reference of our lawyers to some data and conclusions in relevant accounting statements, audit reports and asset evaluation reports in this legal opinion does not mean that we have made any express or implied recognition of the authenticity and accuracy of these data and conclusions. We do not have the appropriate qualification to check and evaluate the contents of these documents professionally
(V) this supplementary legal opinion is a supplement to the original legal opinion. In case of any inconsistency, this supplementary legal opinion shall prevail.
(VI) unless otherwise specified, the meanings of the terms in this supplementary legal opinion are the same as those in the original legal opinion and other documents issued by our lawyers.
(VII) our lawyers agree that Inner Mongoliayuan Xing Energy Company Limited(000683) in its application materials for this major asset restructuring, or quote all or part of the contents of this supplementary legal opinion according to the examination requirements of the securities regulatory authority, but the quotation shall not lead to legal ambiguity or misinterpretation. Without the written consent of the exchange, this supplementary legal opinion shall not be used for purposes unrelated to this major asset reorganization.
Based on the above statement, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue this supplementary legal opinion on matters related to this major asset restructuring as follows:
1、 Question 2
According to the report, your company plans to pay 2.086 billion yuan in cash to purchase 14% equity of Yingen mining held by Na Baichuan, and then increase the capital of Yingen mining with 3.725 billion yuan in cash to obtain 10% equity of Yingen mining. (1) According to Article 15 of the measures for the administration of major asset restructuring of listed companies, please explain whether the capital increase is part of this major asset restructuring, the reasons for purchasing minority equity first and then increasing capital, and further explain the reasons for other shareholders of Yingen mining nabichuan, Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng investment and Inner Mongolia Boyuan project to give up the capital increase in the same proportion.
(2) Please explain the reasons for the significant difference between the pricing of minority equity purchase and capital increase, the pricing basis and fairness of capital increase, the reason why the pricing is much higher than that of equity purchase, and whether the transaction arrangement and pricing are detrimental to the interests of listed companies and small and medium-sized investors.
(3) Independent financial advisers and lawyers are invited to check and express clear opinions.
reply:
The capital increase is part of this major asset restructuring. The main reason for this transaction is to purchase minority equity first and then increase the capital is to solve the potential horizontal competition problems and meet the capital needs of the early construction of the talisu natural alkali project of Yingen mining according to the capital situation of the company and the development needs of Yingen mining. Before this transaction, the company held 36% equity of Yingen mining and Boyuan group controlled 55.94% equity of Yingen mining; After the completion of this equity transfer, the equity ratio of Yingen mining held by the company was 50%, and the equity ratio of Yingen mining controlled by Boyuan group decreased to 31.94%; On this basis, the company increased the capital of Yingen mining, mainly to meet the early construction capital demand of talin natural alkali project.
Due to the large amount of capital increase required for Yingen mining, other shareholders gave up the right to increase capital in the same proportion after comprehensively considering their capital status and business planning.
The details are as follows:
(I) in accordance with Article 15 of the measures for the administration of major asset restructuring of listed companies, please explain whether the capital increase is part of this major asset restructuring and the reasons for purchasing minority equity before capital increase, and further explain the reasons for other shareholders of Yingen mining, nabechuan, Inner Mongolia Eerduosi Resources Co.Ltd(600295) Nafeng investment and Inner Mongolia Boyuan project to give up the capital increase in the same proportion
1. The capital increase is part of this major asset restructuring
According to Article 15 of the measures for the administration of major asset restructuring of listed companies, "Asset transactions through other means as mentioned in Article 2 of these measures include: (I) establishing a new enterprise with others, increasing or reducing the capital of an established enterprise; (II) entrusted to operate or lease the assets of other enterprises or entrusting others to operate or lease the operating assets; (III) accepting the assets gift with obligations or donating assets to others; (IV) Other circumstances identified by the CSRC in accordance with the principle of prudent supervision ".
The plan of this transaction is that the listed company plans to purchase 14% equity of Yingen mining held by Na Baichuan by paying cash, and plans to increase the capital of Yingen mining by 3725 million yuan in cash. Before the implementation of this transaction, the listed company held 36% equity of Yingen mining; After the completion of this transaction, the listed company will hold 60% equity of Yingen mining to realize the control of Yingen mining. Therefore, Inner Mongoliayuan Xing Energy Company Limited(000683) the capital increase of Yingen mining is part of this major asset restructuring.
2. Reasons for purchasing minority equity first and then increasing capital
(1) Purpose of this transaction
Natural alkali mineral resources are the core factor restricting the development of natural alkali business. Reserving high-quality mineral resources is not only one of the core competitiveness of enterprises engaged in natural alkali business, but also the biggest guarantee for their sustainable profitability. Through this transaction, the listed company will obtain talisu natural alkali mine belonging to Yingen mining, increase the reserves of high-quality natural alkali mineral resources, further consolidate and enhance its core competitiveness, and provide strong support and guarantee for the long-term development of the listed company. Through this transaction, the listed company will further expand the scale of natural alkali business, improve the asset quality and core competitiveness of the company, enhance the sustainable profitability and development potential of the company, which is conducive to the long-term and healthy development of the listed company, so as to maximize the interests of the listed company and all shareholders.
This transaction aims to highlight the main business of listed companies and improve profitability. After the completion of this transaction, Yingen mining will become the holding subsidiary of the listed company, which is conducive to avoiding the potential horizontal competition between the listed company and Boyuan group in soda ash business, and further highlight the core competitive advantage of the listed company.
(2) Reasons for purchasing minority equity first and then increasing capital
Before this transaction, Boyuan group controlled 55.94% of the equity of Yingen mining through nabichuan and Nafeng investment. In March 2019, Yingen mining obtained the exploration right of talisu natural alkali mine. At that time, it did not have the mining conditions. In order to solve the potential horizontal competition with Inner Mongoliayuan Xing Energy Company Limited(000683) existing, Boyuan group issued the letter of commitment on avoiding horizontal competition, promise "Within 5 years from the date of issuance of this commitment, Boyuan group will transfer the controlling interest of Yingen mining to Inner Mongoliayuan Xing Energy Company Limited(000683) or an unrelated third party. During this period, Yingen mining will not substantially carry out the business of horizontal competition with Inner Mongoliayuan Xing Energy Company Limited(000683) and Inner Mongoliayuan Xing Energy Company Limited(000683) has the priority to transfer the controlling right of Yingen mining, and Inner Mongoliayuan Xing Energy Company Limited(000683) has the right to make decisions according to the needs of its business development strategy The procedure determines whether to give priority to injecting the controlling right of Yingen mining into Inner Mongoliayuan Xing Energy Company Limited(000683) "by transfer or other means.
The acquisition of the 14% equity of Yingen mining held by nabichuan is mainly to solve the problem of potential horizontal competition, and Boyuan group will fulfill the above commitments. After the completion of this equity transfer, Inner Mongoliayuan Xing Energy Company Limited(000683) holds 50% of the equity of Yingen mining, and the equity of Yingen mining controlled by Boyuan group decreases to 31.94%; On this basis, Inner Mongoliayuan Xing Energy Company Limited(000683) increased the capital of Yingen mining, mainly to meet the capital demand for the construction of talin natural alkali project. The talin natural alkali project of Yingen mining has met the construction conditions and is being accelerated. The estimated total investment of the project is 23.027 billion yuan, of which the estimated construction investment is about 21.555 billion yuan, 13.247 billion yuan for phase I construction and 8.308 billion yuan for phase II construction. It is planned to allocate about 30% of the capital. After the capital increase of 3.725 billion yuan for Yingen mining, the capital of Yingen mining will reach 5.296 billion yuan, which can meet the capital demand of phase I construction of the project.
After the completion of this transaction, Inner Mongoliayuan Xing Energy Company Limited(000683) will hold 60% equity of Yingen mining and obtain the control right of Yingen mining.
3. Reasons for abandoning the same proportion of capital increase
(1) The amount of capital increase of the target company in the same proportion is large
Before this transaction, the shareholding ratios of listed companies, nabechuan, Nafeng investment and Boyuan engineering to the target companies were 36%, 34.91%, 21.03% and 8.06% respectively; Assuming that the listed company has completed the acquisition of 14% equity of Yingen mining held by Na Baichuan, if the listed company increases the capital of Yingen mining by 3.725 billion yuan, the capital required by each shareholder of Yingen mining to maintain the same proportion of capital increase is as follows:
Unit: 10000 yuan
Serial number shareholder name contribution proportion (%) capital required for capital increase in the same proportion
1 Inner Mongoliayuan Xing Energy Company Limited(000683) 50.00 372500.00
2 nabachuan 20.9115577950
3. Nafeng investment 21.0315667350
4 Boyuan engineering 8.06 Anhui Liuguo Chemical Co.Ltd(600470) 0
Total 100.0074500000
The main assets held by nabechuan and Nafeng investment are the investment in Yingen mining, which has not been officially operated, and its controlling shareholder Boyuan group has the capital demand for operation and debt repayment; The business scale of Boyuan project is relatively small, and the operating income in 2019 and 2020 is 238305600 yuan and 1460453 million yuan respectively.
Other shareholders of Yingen mining give up the right to increase the capital of Yingen mining in the same proportion after comprehensively considering their capital status and business planning.
(2) Other shareholders' waiver of capital increase in the same proportion is in line with the purpose of this transaction
The purpose of this transaction is to solve the potential horizontal competition between listed companies and controlling shareholders, protect the rights and interests of minority shareholders of listed companies, highlight the main business of listed companies, improve profitability, and Boyuan group will fulfill its commitments. Nabechuan and Nafeng investment are legal persons or partnerships controlled by the controlling shareholder of the company, Boyuan group, and Boyuan engineering is a subsidiary of Boyuan group with 40% shareholding. In this transaction, if other shareholders
