Beijing Zhonglun law firm
About Rianlon Corporation(300596)
Supplementary legal opinion on issuing shares and paying cash to purchase assets and raise supporting funds (VII)
February 2022
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catalogue
The first part is about the explanation of the matters after the reorganization meeting 4 Part II update of matters related to this restructuring during this period five
1、 The scheme of this transaction five
2、 The subject qualification of the parties to this transaction five
3、 Approval and authorization of this transaction five
4、 Agreements related to this transaction five
5、 The substantive conditions of this transaction six
6、 The underlying assets of this transaction six
7、 Related party transactions and horizontal competition involved in this transaction twelve
8、 The handling of creditor’s rights and debts and employee placement involved in this transaction thirteen
9、 Disclosure and reporting obligations involved in this transaction thirteen
10、 Main securities service institutions participating in this transaction and their qualifications thirteen
11、 Verification of securities trading by relevant parties thirteen
12、 Concluding observations fourteen
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23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
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Beijing Zhonglun law firm
About Rianlon Corporation(300596)
Issuing shares and paying cash to purchase assets and raising supporting funds
Supplementary legal opinion (VII)
To: Rianlon Corporation(300596)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Rianlon Corporation(300596) (hereinafter referred to as ” Rianlon Corporation(300596) ” or “listed company”) to act as its special legal adviser in issuing shares, paying cash to purchase assets and raising supporting funds (hereinafter referred to as “this transaction” or “this reorganization”). With regard to the reorganization of Rianlon Corporation(300596) this time, our lawyers have issued the legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds, and the supplementary legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (I) Supplementary legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (II), supplementary legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (III) Supplementary legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (IV), supplementary legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (V) Supplementary legal opinion of Beijing Zhonglun law firm on Rianlon Corporation(300596) issuing shares, paying cash to purchase assets and raising supporting funds (VI) (hereinafter collectively referred to as “legal opinion”).
According to the new facts, changes and major events of the reorganization from June 30, 2021 (or the date of the legal opinion issued by our lawyer for the reorganization) to December 31, 2021 (hereinafter referred to as the “supplementary report period”), According to the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Registration draft) (Revised Draft), our lawyers, in accordance with the provisions of the administrative measures for law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (Trial) and other normative documents, in accordance with the business standards recognized by the law industry In accordance with the further requirements of Shenzhen Stock Exchange, we have further verified and verified the audit inquiry letter and the part involving our lawyers in the supplementary report period, and issued this supplementary legal opinion.
This supplementary legal opinion is a supplement to the legal opinion and should be understood and used together with the legal opinion. In case of any inconsistency in content, this supplementary legal opinion shall prevail. The unchanged contents in the legal documents issued by the exchange are still valid.
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the acts of Rianlon Corporation(300596) and the legality, compliance, authenticity and effectiveness of this reorganization application, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion Rianlon Corporation(300596) guarantee that the original written materials, duplicate materials or oral testimony deemed necessary by our lawyers to issue this supplementary legal opinion have been provided, and all facts and documents sufficient to affect this supplementary legal opinion have been disclosed to us without concealment, falsehood or misleading.
Rianlon Corporation(300596) ensure that the above documents and testimony are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original.
For the documents and materials obtained from relevant government departments, industry management associations and other public institutions on the basis of this supplementary legal opinion, our lawyers have performed the necessary duty of care or conducted the necessary inspection in accordance with the relevant rules. However, our lawyers do not express opinions on accounting, audit, asset evaluation and other professional matters related to Rianlon Corporation(300596) and when these contents are involved in this supplementary legal opinion, they are quoted by our lawyers in strict accordance with the reports issued by relevant intermediaries or Rianlon Corporation(300596) documents after performing the duty of care.
Our lawyers agree that Rianlon Corporation(300596) partially or completely quote the contents of this supplementary legal opinion in the restructuring report and its abstract or in accordance with the requirements of Shenzhen Stock Exchange and China Securities Regulatory Commission, but it shall not lead to legal ambiguity or misinterpretation due to quotation. This supplementary legal opinion is only for the purpose of Rianlon Corporation(300596) this reorganization and shall not be used for any other purpose. Our lawyers agree to take this supplementary legal opinion as an integral part of Rianlon Corporation(300596) this reorganization application materials, and assume corresponding responsibilities for this supplementary legal opinion.
The first part is about the explanation of the matters after the reorganization meeting
As of the date when this transaction was reviewed and approved by the first review meeting of gem M & a committee in 2021, Jinzhou Kangtai Lubricating Oil Additive Co., Ltd. (hereinafter referred to as “Kangtai Co., Ltd.” and “target company”), the target company of this reorganization, has not obtained the energy-saving review and approval for the construction project with an annual output of 50000 tons of lubricating oil additives (hereinafter referred to as “phase II construction project”), and the annual comprehensive energy consumption of the project is predicted to be 8000 tons of standard coal.
According to the measures for energy conservation review of fixed asset investment projects issued by the national development and Reform Commission and implemented on January 1, 2017, fixed asset investment projects with an annual comprehensive energy consumption of more than 5000 tons of standard coal shall be subject to energy conservation review by the provincial energy conservation review authority. Therefore, the energy-saving review of the subject company’s 50000 ton / year lubricating oil additive construction project needs to be conducted by the energy-saving review authority of Liaoning Province.
In view of the actual implementation of the energy-saving review in Liaoning Province at that time, there is uncertainty about the time when the target company’s original construction project with an annual output of 50000 tons of lubricating oil additives completed the energy-saving review and approval formalities through the provincial energy-saving review authority. According to the opinions of the general office of Liaoning Provincial People’s Government on strengthening the access management of high energy consumption and high emission projects in the province, the municipal energy-saving examination authority is responsible for the energy-saving examination and management of fixed asset investment projects with an annual comprehensive energy consumption of 10005000 tons of standard coal. In order to speed up the phase II construction project to obtain the approval of energy conservation review, the target company plans to reduce the annual comprehensive energy consumption of the project by adjusting the investment plan. On the one hand, by reducing the production capacity, the production capacity of the phase II construction project will be reduced from 50000 tons of lubricating oil additives to 38000 tons of lubricating oil additives; On the other hand, by adjusting the process design, the plant heating and high energy consumption waste residue incinerator and other facilities were cancelled. After the capacity adjustment, the annual comprehensive energy consumption of phase II construction project is 341458 tons of standard coal, and the energy conservation review shall be conducted by the municipal energy conservation review authority where the target company is located. On November 26, 2021, the subject company obtained the review opinions on the energy saving report of 38000 T / a lubricating oil additive construction project of Jinzhou Kangtai Lubricating Oil Additive Co., Ltd. issued by Jinzhou Development and Reform Commission (jfgf [2021] No. 291).
In view of the current energy-saving review of fixed asset investment projects in Liaoning Province, and in combination with the construction progress, capacity planning and production and operation of the target company’s phase II construction project, the target company decided to cancel the capacity reduction plan and continue to build the construction project with an annual output of 50000 tons of lubricating oil additives. The target company has submitted the energy-saving review materials for the construction project with an annual output of 50000 tons of lubricating oil additives to the competent department, and is going through the energy-saving review and approval procedures.
Part II update of matters related to this restructuring during the period
1、 Scheme of this transaction
According to the information provided by Rianlon Corporation(300596) and verified by our lawyers, the scheme of this transaction has not changed during the supplementary reporting period. The content of this transaction plan still complies with the provisions of relevant laws, administrative regulations, rules and normative documents such as the measures for the administration of restructuring, the measures for the administration of issuance and the measures for continuous supervision. The above plan has been reviewed and approved by the Shenzhen Stock Exchange and can be implemented only after it is reported to the CSRC for registration. This transaction does not constitute a major asset reorganization, a related party transaction, or a reorganization and listing.
2、 Subject qualification of all parties to this transaction
According to the information provided by Rianlon Corporation(300596) , Kangtai shares and the counterparty, and verified by our lawyers, the subject qualification of each party to the transaction has not changed during the supplementary reporting period Rianlon Corporation(300596) is still a joint stock limited company established and validly existing according to law. There is no need to terminate in accordance with laws, administrative regulations, rules, normative documents and the articles of association, and it has the subject qualification for this transaction; The counterparty is still a natural person with full civil capacity and has the subject qualification for this transaction.
3、 Approval and authorization of this transaction
According to the information provided by Rianlon Corporation(300596) , Kangtai shares and the counterparty, and verified by our lawyers, the approval and authorization procedures that have been performed and still need to be performed in this transaction have not changed during the supplementary reporting period Rianlon Corporation(300596) the decision-making procedures performed comply with relevant laws, regulations, normative documents and the articles of association, which are legal and effective; The approval or authorization procedures that should be performed have been performed for this transaction, and the relevant approval and authorization procedures that have been obtained are legal and effective; This transaction has been examined and approved by Shenzhen Stock Exchange and can only be implemented after being reported to China Securities Regulatory Commission for registration.
4、 Relevant agreements of this transaction
According to the information provided by Rianlon Corporation(300596) , Kangtai shares and the counterparty, and verified by our lawyers, the signing of relevant agreements of this transaction has not changed during the supplementary reporting period. The contents of the agreement on issuing shares and paying cash to purchase assets and its supplementary agreement, the performance commitment and compensation agreement and its supplementary agreement signed by the listed company and the counterparty with conditions in force comply with the provisions of laws, administrative regulations, rules and normative documents, and the rights and obligations of the contracting parties are clear, The above agreement shall come into force on the date when all the conditions for entry into force agreed in the agreement are met, and shall be legally binding on all contracting parties.
5、 Substantive conditions of this transaction
According to the information provided by Rianlon Corporation(300596) , Kangtai shares and the counterparty, and verified by our lawyers, the substantive conditions of this transaction have not changed during the supplementary reporting period. This transaction still meets the substantive conditions stipulated in the reorganization management measures, issuance management measures, continuous supervision measures, reorganization review rules and other laws, regulations and normative documents.
6、 Underlying assets of this transaction
(I) basic information
According to the business license issued by Jinzhou market supervision and Administration Bureau held by Kangtai shares and verified by our lawyers, as of December 31, 2021, the basic information of Kangtai shares is as follows:
Name: Jinzhou Kangtai Lubricating Oil Additive Co., Ltd
Unified social credit code 912107 Shenzhen Das Intellitech Co.Ltd(002421) 53632y
Type of joint stock limited company (unlisted, natural person investment or holding)
Address: No. 2-2, Section 1, Changjiang street, Jinzhou City, Liaoning Province
Legal representative: Yu Bacon
