Beijing Haiwen law firm
Inquiry letter on information disclosure of Chongqing Wanli new energy Co., Ltd. on major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions plan of Shanghai Stock Exchange
Special verification opinions
March, 2002
Haiwen & Partners Beijing Haiwen law firm
Address: 20th floor, fortune financial center, No. 5, Middle East Third Ring Road, Chaoyang District, Beijing (post code: 100020)
Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China
Tel: (+ 86 10) 85606888 Fax: (+ 86 10) 85606999 www.haiwen-law.com com.
Beijing Beijing Shanghai Shenzhen Hong Kong Chengdu Chengdu
Beijing Haiwen law firm
Special verification opinions on the inquiry letter on information disclosure of Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions plan of Shanghai Stock Exchange
To: Chongqing Wanli New Energy Co.Ltd(600847)
Beijing Haiwen law firm (hereinafter referred to as "the firm") is a law firm with legal practice qualification approved by the Beijing Municipal Bureau of justice of the people's Republic of China (hereinafter referred to as "China", excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region in this special verification opinion). The exchange accepts the entrustment of Chongqing Wanli New Energy Co.Ltd(600847) (hereinafter referred to as " Chongqing Wanli New Energy Co.Ltd(600847) ") as the special legal adviser of Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as "this transaction").
On January 27, 2022, Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") issued to Chongqing Wanli New Energy Co.Ltd(600847) the inquiry letter on information disclosure of Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions plan (szgh [2022] No. 0073) (hereinafter referred to as "inquiry letter").
The exchange hereby issues this special verification opinion on the matters required to be verified and commented by lawyers in the inquiry letter in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other applicable laws, regulations, departmental rules and normative documents (hereinafter collectively referred to as "Chinese laws").
Unless otherwise specified, the abbreviation used in this special verification opinion has the same meaning as the abbreviation used in the plan for Chongqing Wanli New Energy Co.Ltd(600847) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions.
For the purpose of issuing this special verification opinion, the Institute hereby makes the following statement:
1. The verification opinions issued by the exchange are based on the facts that have occurred or exist before the date of issuance of the special verification opinions and the officially implemented laws, administrative regulations, departmental rules and other normative documents. The exchange issues verification opinions based on its understanding of relevant facts and relevant laws and regulations.
2. The exchange requires Chongqing Wanli New Energy Co.Ltd(600847) and other relevant parties of this transaction to provide the original written materials, copies, copies or oral testimony that the exchange deems necessary for issuing this special verification opinion. The documents and statements provided to the exchange by relevant parties of this transaction shall be true, accurate, complete and effective, and there shall be no concealment, falsehood or major omission; The subject signing the document shall have the right and capacity to sign the document, and all signatures and seals in the provided document are true; If the document is a copy or copy, it shall be consistent with the original or the original; All facts and documents sufficient to affect the special verification opinions shall be disclosed to the exchange without any concealment, omission, falsehood or misleading.
3. The written evidence and special documents issued by the verification institution that are important to the verification and cannot be supported by the relevant government departments include the written evidence and special opinions issued by the verification institution and other relevant documents.
4. The exchange only gives verification opinions on Chinese legal issues related to this transaction, and does not give opinions on non legal professional matters such as accounting, audit and asset evaluation. The exchange did not investigate the legal matters in other jurisdictions outside China, nor did it express opinions on the legal issues in other jurisdictions outside China. When this special verification opinion refers to non legal professional matters such as accounting, audit and asset evaluation or legal matters in other jurisdictions outside China, we have fulfilled the necessary duty of care according to the reports or opinions issued by other relevant professional institutions, but such quotations are not deemed to be our understanding of these data, conclusions Make any express or implied warranty as to the authenticity and accuracy of the opinion.
This special verification opinion is only used by Chongqing Wanli New Energy Co.Ltd(600847) for the purpose of this transaction, and shall not be used by any other person or for any other purpose. The reply to the special inquiry will be submitted together with the reply to the special inquiry.
The exchange agrees that Chongqing Wanli New Energy Co.Ltd(600847) in the relevant documents prepared by for the exchange, the relevant contents of the special verification opinions shall be quoted in accordance with the review requirements of the CSRC and the Shanghai Stock Exchange, but the above quotation shall not lead to legal ambiguity or misinterpretation. We have the right to review and confirm the contents of the above relevant documents again.
In accordance with the relevant provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, the firm and its lawyers hereby issue the following verification opinions:
1、 Question 3 of the inquiry letter:
According to the plan, the company acquired 48.95% of the shares of Teri battery held by 21 companies or natural persons such as Tongzheng industry, Qiu Xiaowei and Qiu Xiaolan by issuing shares and implemented capital increase. After the transaction is completed, Teri battery will become a holding subsidiary of the company. In the future, Teri battery will continue to maintain its business entity and operate under the management of its original management team.
Subsequently, Nanfang Tongzheng and Tongzheng industries plan to entrust the voting rights of the company's shares to Mo Tianquan. The company is requested to: (1) clarify whether there is a concerted action relationship between the counterparties of this transaction and whether it is possible to make Mo Tianquan and his persons acting in concert touch the situation of tender offer after the entrustment of voting rights; (2) Verify the time when the counterparty obtains the underlying equity and whether it has paid in its capital contribution; (3) In combination with the underlying equity structure, the relationship between shareholders, the composition of the board of directors and the assignment of the management team, explain whether the company can obtain the control right of Teri battery and the specific basis, and whether the underlying business management and major decisions are still controlled by Nantong and related parties. Lawyers and financial advisers are invited to express their opinions.
1.1 make clear whether there is a concerted action relationship between the counterparties of this transaction and whether it is possible to make Mo Tianquan and his persons acting in concert touch the situation of tender offer after the entrustment of voting rights
1.1.1 is there a concerted action relationship between the counterparties of this transaction
According to the shareholders' shareholding list issued by Chongqing Stock Transfer Center Co., Ltd. as of December 20, 2021 and the articles of association of Nanfang Tongzheng and Tongzheng industry, the equity control relationship of Teri battery is as follows:
Liu Xicheng, Qiu Xiaowei, acting in concert
83.33% 16.67% persons acting in concert
Southern Tongzheng 100% Tongzheng industry Qiu Xiaolan Xingzhong investment Yang Zhihua Xu Lijing Shi Maohu Liu Hong other 14
natural person
38.88% 15.54% 2.01% 0.54% 12.16% 4.82% 2.41% 0.08% 0.08% 23.49%
Terry battery
The actual controller of Teri battery is Liu Xicheng, and Tongzheng industry is an enterprise controlled by Liu Xicheng. According to the written confirmation issued by the counterparty Qiu Xiaowei and Qiu Xiaolan, Qiu Xiaowei is the spouse of Liu Xicheng and Qiu Xiaolan and Qiu Xiaowei are sisters. Therefore, among the counterparties of this transaction, Tongzheng industry, Qiu Xiaowei and Qiu Xiaolan formed a concerted action relationship, holding a total of 18.09% shares of Teri battery.
According to the written confirmation issued by the counterparties Yang Zhihua and Xu Lijing, Yang Zhihua and Xu Lijing are husband and wife. Both parties are acting in concert and hold 7.23% shares of Teri battery in total; According to the written confirmation issued by the counterparties Shi Maohu and Liu Hong, Shi Maohu and Liu Hong are husband and wife. Both parties are acting in concert and jointly hold 0.16% shares of Teri battery.
In addition to the above circumstances, according to the written confirmation issued by the counterparty, The other 14 counterparties (i.e. Hu Jing, Li Hao, ye Rong, Wang Peizhu, Huang Zimin, Li Changrong, Hou Qiqi, Xing suomao, Jiao Mao, Xu Wenxiang, Wu Hao, long Taihua, Xu Lingyan and fan Benli) do not have the following circumstances that should be recognized as persons acting in concert as stipulated in Article 83 of the measures for the administration of acquisition, and there is no other relationship of acting in concert:
Serial number details
1. There is an equity control relationship between investors
2. Investors are controlled by the same entity
3. The principal member of the investor's directors, supervisors or senior managers, while serving as a director, supervisor or senior manager of another investor
4. An investor's participation in another investor can have a significant impact on the major decisions of the participating company
5. Other legal persons, other organizations and natural persons other than banks provide financing arrangements for investors to obtain relevant shares
6. There are other economic interests such as partnership, cooperation and joint venture among investors
7. A natural person who holds more than 30% of the shares of the investor holds the shares of the same listed company as the investor
8. The directors, supervisors and senior managers who work for investors hold shares of the same listed company as the investors
Natural persons holding more than 30% of the shares of investors and 9 directors, supervisors and senior managers working for investors, their parents, spouses, children and their spouses, parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and their spouses and other relatives, hold the same shares of listed companies as investors
Directors, supervisors and senior managers who work in listed companies and their relatives mentioned in the preceding paragraph hold shares of the company at the same time, or hold shares of the company with enterprises directly or indirectly controlled by themselves or their relatives mentioned in the preceding paragraph
11. The directors, supervisors, senior managers and employees of the listed company and the legal persons or other organizations controlled or entrusted by them hold the shares of the company
12. Other related relationships between investors
1.1.2 is it possible for Mo Tianquan and his persons acting in concert to touch the situation of tender offer after the entrustment of voting rights
Prior to this transaction, Chongqing Wanli New Energy Co.Ltd(600847) the controlling shareholder was jiatianxia and its persons acting in concert, and the actual controller was mo Tianquan. Mo Tianquan holds a total of 28.67% of the voting rights of Chongqing Wanli New Energy Co.Ltd(600847) shares through the main body under his control, of which he directly controls 22.10% of the voting rights of Chongqing Wanli New Energy Co.Ltd(600847) shares and controls 6.57% of the voting rights of Chongqing Wanli New Energy Co.Ltd(600847) shares by accepting the voting power entrustment of Nanfang Tongzheng.
The impact of this transaction on Chongqing Wanli New Energy Co.Ltd(600847) equity structure is as follows:
(1) The impact of raising supporting funds is not considered
Without considering the raising of supporting funds, the changes of Chongqing Wanli New Energy Co.Ltd(600847) equity structure are as follows:
Unit: shares
Before and after this transaction
Changes in shareholders' shares
Shareholding ratio
Jiatianxia and its persons acting in concert: 22.10% - 18.20%
Southern Tongzheng and its concerted action 100721586.57% 6314077163862358.80%
Including: Nanfang Tongzheng 10072158
