Beijing Jiayuan law firm
Notice on issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021
Supplementary legal opinion (IV)
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Beijing, China
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi’an
To: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Beijing Jiayuan law firm
About Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Issuance of A-Shares to specific objects in 2021
Supplementary legal opinion (IV)
Jiayuan (2022) – 01-104 Dear Sirs:
Entrusted by Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) served as the special legal adviser for the company’s issuance of A-share shares (hereinafter referred to as “the offering”) to specific objects in 2021, and was authorized to issue legal opinions for the offering.
On September 30, 2021, the exchange issued Jiayuan (2021) – 01-609 lawyer work report of Beijing Jiayuan law firm on issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 Jiayuan (2021) – 01-610 legal opinion of Beijing Jiayuan law firm on issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 (the above documents are collectively referred to as the “original legal opinion”), On December 3, 2021, Jiayuan (2021) – 01-766 supplementary legal opinion (I) of Beijing Jiayuan law firm on issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 was issued on this issue, On December 15, 2021, Jiayuan (2021) – 01-785 supplementary legal opinion (II) of Beijing Jiayuan law firm on issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 was issued on this issue.
Since the company received the implementation letter of feedback on the issuance and registration link (audit letter [2022] No. 020025) (hereinafter referred to as the “implementation letter”) forwarded by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on February 10, 2022, our lawyers conducted supplementary verification and explanation on the relevant matters requiring lawyers to send opinions, And issued (2022) – 01-785 supplementary legal opinion (III) of Beijing Jiayuan law firm on Issuing A-share shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 on February 16, 2022. Now, due to changes in relevant matters of this issuance, our lawyers have conducted additional verification and explanation on relevant matters requiring lawyers’ opinions in the implementation letter, And issue this supplementary legal opinion.
This supplementary legal opinion is issued in accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry. This supplementary legal opinion is only for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this supplementary legal opinion as a necessary legal document for the company’s issuance, report it together with other application materials for the issuance, and bear the responsibility for the legal opinion issued in accordance with the law.
The matters stated by our lawyers in the original legal opinion are also applicable to this supplementary legal opinion. Unless otherwise specified, the meaning of relevant terms in this supplementary legal opinion is consistent with that of the same terms in the original legal opinion.
Reply to feedback implementation letter
1、 Question 1: according to the application materials, the agreement transfer between the issuing object and the original actual controller and the issuance of shares to specific objects are “package transactions”. Please further explain whether the specific circumstances of the mutual premise between the agreement transfer and the issuance of shares to specific objects have an uncertain impact on this issuance and whether they comply with the provisions of relevant laws and regulations. The recommendation institution and lawyers are requested to check and express their opinions.
reply:
(I) in order to further ensure the smooth implementation of this offering, Kaide investment control signed a supplementary agreement with the issuer to adjust and optimize the effective conditions of the share subscription agreement. This offering and this agreement transfer are no longer preconditions for each other, and this agreement transfer will not have an uncertain impact on this offering
1. The parties to the transaction set the transfer of this Agreement and the issuance of shares to specific objects as the background of the package deal
According to the conditional effective share transfer agreement signed by all parties to the transaction, the conditional effective share subscription agreement and the detailed equity change report disclosed by Kaide investment control on the designated website of Shenzhen Stock Exchange on July 26, 2021, Kaide investment control is willing to maintain the controlling shareholder status of the listed company for a long time because it is optimistic about the future development prospect of the listed company, On the premise of comprehensively considering the rationality of the consideration for the acquisition of control, consolidating the control over the listed company and promoting the development of the listed company, the package transaction arrangement for the transfer of shares and the issuance is determined. These arrangements are determined through friendly negotiation with all parties to the transaction and are reasonable.
2. The specific conditions and latest adjustments of the mutual premise between the transfer of this Agreement and the issuance of shares to specific objects
On July 23, 2021, Kaide investment control signed the conditional effective share transfer agreement with Liu Zhicheng, Huang Jingming, Zhang Jinnan, Zhang Fulin and Zhang Shuxiao (hereinafter referred to as the “Transferor”), and Kaide investment control transferred Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) a total of 3 Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) 7 shares (accounting for 5.011% of the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) this issuance); On the same day, Kaide investment control signed the conditional effective share subscription agreement with Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) to subscribe for 215745976 shares issued by Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) to specific objects (accounting for 30% of the total share capital before Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) this issuance).
The effective conditions of the agreement agreed in the conditional effective share transfer agreement include: “this Agreement shall come into force on the date when all the following conditions are met (whichever is later): (1) Party A has completed the due diligence on the target company, and the due diligence results show that the assets, business and liabilities of the target company are true, accurate and complete, and there are no major concealment, falsehood and untruth in all important aspects; (2) This transaction has fulfilled Party A’s internal decision-making procedures; (3) This transaction has been approved by Party A’s superior competent unit and the competent State-owned Assets Supervision and administration department; (4) The issue has been deliberated and approved by the board of directors and the general meeting of shareholders of the target company; (5) The issuance has been approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission; (6) This transaction has obtained the decision or consent document issued by the State Administration of market supervision on no further review of antitrust review of business concentration (if necessary).
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The effective conditions of the agreement agreed in the conditional effective share subscription agreement include: “this agreement is a conditional effective agreement, which is established from the date of signing by Party A and Party B and takes effect on the date when all the following preconditions are met: (1) the share transfer agreement signed by Party A’s actual controller team, its joint shareholders and Party B has taken effect and continues to be effective; (2) The issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of Party A; (3) This transaction has fulfilled Party B’s internal decision-making procedures; (4) This transaction has been approved by Party B’s superior competent unit and the competent State-owned Assets Supervision and administration department; (5) The issuance was approved by Shenzhen Stock Exchange; (6) The issuance has been approved by the CSRC for registration; (7) This transaction has obtained the decision or consent document (if necessary) issued by the State Administration of market supervision on no further review of antitrust review of business concentration. “
According to the share subscription agreement with effective conditions signed by the issuer and Kaide investment control, one of the preconditions for the effectiveness of the agreement is that the share transfer agreement with effective conditions signed by Kaide investment control and the transferor has become effective and continues to be effective; According to the share transfer agreement with entry into force conditions signed by both parties, one of the preconditions for the entry into force of the agreement is that the issue of shares to specific objects has been reviewed and approved by Shenzhen Stock Exchange and registered with China Securities Regulatory Commission. Therefore, under the arrangement of the two agreements, the transfer of this Agreement and the issuance of shares to specific objects are the premise of each other.
In order to further ensure the smooth implementation of this offering, Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Kaide investment control signed the supplementary agreement to the conditional effective share subscription agreement on March 1, 2022, and amended the effective conditions of Article 7.1 of the conditional effective share subscription agreement as follows:
“This agreement is a conditional agreement, which is established from the date of signing by Party A and Party B and takes effect on the date when all the following preconditions are met:
(1) The issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of Party A;
(2) This issuance has fulfilled Party B’s internal decision-making procedures;
(3) The issuance has been approved by the superior competent unit of Party B and the competent State-owned Assets Supervision and administration department;
(4) The issuance was approved by Shenzhen Stock Exchange;
(5) The issuance has been approved by the CSRC for registration;
(6) The issuance has obtained the decision or consent document issued by the State Administration of market supervision on the non implementation of further examination on the anti-monopoly examination of business concentration. “
Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) held the 22nd Meeting of the 4th board of directors on March 1, 2022, deliberated and adopted the proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and specific objects. As of the date of issuance of this supplementary legal opinion, items (1) – (4) and (6) of the above effective conditions of the conditional effective share subscription agreement have been met, and the conditional effective share subscription agreement will come into force after obtaining the approval of the CSRC for registration.
In conclusion, in view of the supplementary agreement signed between the company and Kaide investment holdings to modify the effective conditions of the conditional effective share subscription agreement, the effectiveness and continuous effectiveness of the conditional effective share transfer agreement will no longer be the effective conditions of the conditional effective share subscription agreement, and this issuance and this agreement transfer are no longer mutually preconditioned, The transfer of this agreement will not have an uncertain impact on this issuance; After the issuance is approved by the China Securities Regulatory Commission for registration, the conditional share subscription agreement will come into force and can be implemented. There are no other uncertain matters.
(II) this issuance complies with relevant laws and regulations
According to Article 57 of the measures for the administration of registration, the pricing benchmark date of issuing shares to specific objects is the first day of the issuance period. A listed company shall issue shares at a price not lower than the reserve price. If the board of directors of a listed company decides to determine all the issuing objects in advance, and the issuing objects fall into one of the following circumstances, the pricing benchmark date may be the announcement date of the resolution of the board of directors, the announcement date of the resolution of the general meeting of shareholders or the first day of the issuance period: (I) the controlling shareholder, actual controller or affiliated person controlled by the listed company; (II) investors who have acquired the actual control of the listed company by subscribing for the shares issued this time; (III) domestic and foreign strategic investors to be introduced by the board of directors.
Kaide investment control will obtain the actual control of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) through this issuance, which is in line with the relevant provisions on the issuing object in Article 57 of the registration management measures. The specific analysis is as follows:
1. After the issuance, the proportion of shares held by Kaide investment control can realize the actual control of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) company
According to the provisions of Article 84 of the measures for the administration of takeovers, those who have one of the following circumstances are deemed to have the control right of a listed company: (I) the investor is the controlling shareholder holding more than 50% of the shares of the listed company; (II) investors can actually control more than 30% of the voting rights of the shares of the listed company; (III) investors can decide the election of more than half of the members of the board of directors of the company by actually controlling the voting rights of the shares of the listed company; (IV) the voting rights of the listed company’s shares that investors can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders; (V) other circumstances recognized by the CSRC.
As of the date of issuance of this supplementary legal opinion, according to the written confirmation of the company, the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) is 719153256 shares, and the concerted action team composed of Liu Zhicheng, Huang Jingming, Zhang Jinnan, Xia quanguang and Zhang Fulin holds 22.23% of the shares of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and is the actual controller of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) in total. According to the plan for issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 (Revised), the conditional effective share subscription agreement and the supplementary agreement to the conditional effective share subscription agreement, it is agreed that Kaide investment control will subscribe for 215745976 new shares of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) in this offering. Assuming that the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) has not changed since the date of issuance of this supplementary legal opinion and the number of shares issued this time has not changed, the total share capital of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) will increase to 934899232 shares after the completion of this issuance, and the equity structure is as follows:
Before and after this offering
Name of shareholders (excluding transfer agreement)
Proportion of number of shares (shares) (%) proportion of number of shares (shares) (%)
Kaide investment control 0 021574597623.08
Liu Zhicheng 581586228.09581586226.22
Huang Jingming 519664567.23519664565.56
Dou Jianrong 19989819
