Shanghai SHANGZHENG Hengtai law firm
Legal opinion on the change of Yinyi Co.Ltd(000981) controlling shareholder and actual controller
February, 2002
Shanghai SHANGZHENG Hengtai law firm
Notice on the change of Yinyi Co.Ltd(000981) controlling shareholder and actual controller
Legal opinion
To: Yinyi Co.Ltd(000981)
Shanghai SHANGZHENG Hengtai law firm (hereinafter referred to as "the firm") has accepted the entrustment of Yinyi Co.Ltd(000981) (hereinafter referred to as "Yinyi shares" or "the company") in accordance with the company law of the people's Republic of China, the enterprise bankruptcy law of the people's Republic of China, the measures for the administration of the acquisition of listed companies of the CSRC and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the trading rules) and other laws, regulations, normative documents (hereinafter referred to as the "laws and regulations") and the Yinyi Co.Ltd(000981) articles of Association issued a legal opinion on the change of the controlling shareholder and actual controller of the company after the conversion of the capital reserve for the bankruptcy reorganization of Yinyi shares into share capital. In order to issue this legal opinion, our lawyer declares as follows:
1. Our lawyers give legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations, rules and relevant normative documents of China.
2. In order to issue this legal opinion, our lawyers consulted the documents that we considered necessary for issuing this legal opinion, made inquiries or necessary discussions with relevant personnel on relevant matters, and finally relied on the documents, materials, statements and explanations provided by Yinyi shares and relevant parties to the exchange.
3. Before issuing this legal opinion, Yinyi shares has made the following guarantee to the exchange: the company has provided the exchange with all and true original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, and there is no falsehood, omission or concealment; If the documents are copies or copies, their contents shall be consistent with the original or the original; The documents and the signatures and seals on the documents are authentic; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized; The validity of the original of each document has not been revoked by relevant government departments within its validity period, and it is held by its respective legal holders on the date of issuance of this legal opinion.
4. In this legal opinion, our lawyers only express legal opinions on matters that have occurred or exist before the issuance date of this legal opinion and are related to the change of the controlling shareholder and actual controller. The reference of our lawyers to the contents of relevant professional documents in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the quoted contents and conclusions, and our lawyers do not have the professional qualification to check and judge these professional documents and the quoted contents. 5. This legal opinion is only used by Yinyi shares for the purpose of changing the controlling shareholder and actual controller, and shall not be used for any other purpose.
6. Our lawyers agree that Yinyi shares shall quote and disclose the contents of this legal opinion, but the above quotation or disclosure shall be comprehensive and accurate and shall not lead to errors and deviations in the understanding of this legal opinion.
Based on the above, in accordance with the provisions of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the office and the handling lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Changes in shareholders' equity of Yinyi shares
(I) background overview
On June 23, 2020, Ningbo intermediate people's Court of Zhejiang Province (hereinafter referred to as "Ningbo intermediate people's court") ruled to accept the application for reorganization of the company, and designated the Yinyi enterprise liquidation group composed of relevant government departments and relevant intermediaries as the temporary manager of the company. The company entered the reorganization procedure. The temporary manager of the company has voted at the first creditors' meeting to become a formal Manager (hereinafter referred to as the "manager").
On December 11, 2020, the second creditors' meeting and the investors' group meeting of the company respectively voted and approved the Yinyi Co.Ltd(000981) reorganization plan (Draft) and the investor's rights and interests adjustment plan of Yinyi Co.Ltd(000981) reorganization plan (Draft), For details of the above matters, see the announcement of the manager on the convening and resumption of the second creditors' meeting (Announcement No.: 2020127) and the announcement of the manager on the resolution of the investor group meeting (Announcement No.: 2020128) disclosed on December 12, 2020. On the same day, the manager and Jiaxing zihejinxin equity investment partnership (limited partnership) (hereinafter referred to as "zihejinxin") signed the restructuring investment agreement. For details, see the announcement of the company manager on signing the restructuring investment agreement with the restructuring investors (Announcement No.: 2020129) disclosed on December 15, 2020.
On December 14, 2020, Ningbo intermediate people's court ruled to approve the reorganization plan. The main contents of the equity adjustment plan of the investors of Yinyi shares were disclosed in the announcement of the manager on the court's ruling and approval of the reorganization plan (Announcement No.: 2020130) on December 16, 2020.
(II) basic information of this equity change
The equity adjustment of the investors of Yinyi shares and the conversion of capital reserve into share capital are in line with the reorganization plan
Consistent with the restructuring investment agreement. According to the relevant arrangements of the reorganization plan and the reorganization investment agreement:
1. Taking the existing total share capital of Yinyi shares as the base, the capital reserve is converted into shares according to the proportion of 6.48 shares per 10 shares, and a total of 2610137444 shares can be converted into shares. After the conversion, the total share capital of Yinyi shares will increase from 4027989882 shares to 6638127326 shares. Then, taking 6638127326 shares as the base, the capital reserve will be increased according to the proportion of 5.06 shares per 10 shares, and a total of 3359343562 shares can be increased. After the conversion, the total share capital of Yinyi shares was finally increased to 9997470888 shares. 2. Among the above converted shares, zihejinxin transferred a total of 2988200641 shares through the transfer of 1174433403 performance compensation shares transferred by Ningbo Yinyi Holding Co., Ltd. and its controlling shareholders, the transfer of 3752927 remaining undistributed converted shares and 1810014311 converted shares transferred by all shareholders for the introduction of restructuring investors, Accounting for 29.89% of the total shares after reorganization.
3. After the implementation of the above arrangements, the shareholding and shareholding ratio changes of zihejinxin and other major shareholders of the company are as follows:
Before and after this equity change
shareholder
Shareholding quantity shareholding proportion shareholding quantity shareholding proportion
Zihejin core 0.00% 298820064129.89%
Ningbo Yinyi Holding Co., Ltd. 74738334718.55% 7473833477 7.48%
Ningbo Shengzhou Investment Co., Ltd. 92261113222.91% 9226111329.23%
Xiong Jikai 71155703617.67% 7115570367.12%
Tibet Yinyi Investment Management Co., Ltd. 48141479511.95% 4814147954.82%
Ningbo Development and Investment Group Co., Ltd. 2067533415.13% 4608775364.61%
Other shareholders 95827023123.79% 368542640136.86%
Total 4027989882100.00% 9997470888100.00%
2、 Changes in equity control structure after this equity change
(I) change of the controlling shareholder of the company
According to the relevant arrangements of the reorganization plan and the reorganization investment agreement, as of the date of issuance of this legal opinion, zihejinxin holds 2988200641 shares of the company, accounting for 29.89% of the total share capital of the company. It is the largest shareholder of the company and the voting rights of the shares of the listed company that can be actually controlled are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company.
The executive partner of zihejinxin is Chiji Holding Group Co., Ltd. (hereinafter referred to as "Chiji group").
(II) reorganization of the company's board of directors
According to the resolution of the fifth extraordinary general meeting of shareholders in 2021 held by the company on December 23, 2021, the eighth board of directors of the company is composed of 9 people, of which Mr. Ye Ji is the controlling shareholder and actual controller of Chiji group and the current legal representative of Chiji group. According to the resolution of the first extraordinary meeting of the eighth board of directors held on December 23, 2021, Mr. Ye Ji was elected chairman of the 8th board of directors of the company; Mr. Zhang Yuming, the director, is now the general manager of the strategic investment center of Ningbo Chancheng Ecological Construction Group Co., Ltd. (hereinafter referred to as "Ningbo Chancheng") controlled by Mr. Ye Ji; Mr. Zhang Ying is now the supervisor of Ningbo industrial city and the director of the president's office; Mr. Shi Chuan is the vice president of Ningbo industrial city; Mr. Xu Bing is currently the vice president of Geely Technology Group Co., Ltd. (the related party Geely maijie Investment Co., Ltd. is the limited partner of zihejinxin); Mr. Liu Zhongxi is currently the executive director of Tianjin Haili ark Investment Management Co., Ltd. (the related party Qingdao Haili Huiyin investment partnership (limited partnership) is the limited partner of zihejinxin).
(III) change of actual controller of the company
After this equity change, as the executive partner of the controlling shareholder zihejinxin, Mr. Ye Ji, the current chairman of Chiji group, became the actual controller of the company. After this equity change, the equity structure and actual control relationship between Yinyi shares and the actual controller are as follows:
3、 Share restrictions of controlling shareholders
According to the agreement on restructuring investment, zihejinxin promises not to publicly reduce its holdings in the secondary market within 36 months from the date of registration to its name, but the agreed transfer, free transfer and capital increase between different entities (including subsidiaries) controlled by the same actual controller after holding the above-mentioned converted shares are not subject to the above-mentioned reduction restrictions; Except for the above-mentioned circumstances not subject to the restriction of reduction, any third party who receives the above-mentioned converted shares of zihejin core shall continue to be bound by the above-mentioned commitments. At present, the company has completed the share transfer to zihejinxin according to the reorganization plan and registered it in the account of zihejinxin on February 24, 2022.
As of the date of issuance of this opinion, in addition to the above restrictions, there are no other rights restrictions on the shares of the company held by zihejinxin.
4、 Concluding observations
To sum up, our lawyers believe that after the capital reserve of Yinyi shares was converted into share capital, the controlling shareholder of the company was changed to zihejinxin and the actual controller was changed to Mr. Ye Ji.
This legal opinion shall come into force after being stamped with the seal of the law firm and signed by the person in charge of the law firm and the handling lawyer.
This legal opinion is made in three originals.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Shanghai SHANGZHENG Hengtai law firm on the change of Yinyi Co.Ltd(000981) controlling shareholder and actual controller)
Handling lawyer of Shanghai SHANGZHENG Hengtai law firm: Li Beizhan (signature)
(official seal)
Director: Sun Jiafeng (signature) Shang Sijia (signature)
February 25, 2002
