Beijing Zhonglun (Chongqing) law firm
Notice on Relevant Issues of the inquiry letter on * ST Tiancheng's settlement of partial fund occupation through debt restructuring issued by Shanghai Stock Exchange
Legal opinion
December, 2001
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Beijing ShanghaiShenzhen Guangzhou Wuhan Chengdu ChongqingQingdaoHangzhouNanjing Haikou TokyoHong Kong LondonNew York Los Angeles San Francisco Almaty
Unit a, 5-1 / F, The People'S Insurance Company (Group) Of China Limited(601319) life insurance building, block D, Financial Street Holdings Co.Ltd(000402) 3, Jiangbei District, Chongqing postcode: 400023
5-1A, Tower D, PICC Life Insurance Tower, 3 Financial Street, Jiangbei District, Chongqing 400023, P.R.China
Tel: (8623) 8879 8388 Fax: (8623) 8879 8300
Website: www.zhonglun.com com.
Beijing Zhonglun (Chongqing) law firm
Notice on Relevant Issues of the inquiry letter on * ST Tiancheng's settlement of partial fund occupation through debt restructuring issued by Shanghai Stock Exchange
Legal opinion
To: Guizhou Changzheng Tiancheng Holding Co.Ltd(600112)
Beijing Zhonglun (Chongqing) law firm (hereinafter referred to as "the firm") has accepted the entrustment of Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) (hereinafter referred to as "Tiancheng holding" or "the company") with regard to the inquiry letter on * ST Tiancheng's settlement of partial fund occupation through debt restructuring (SSE Gong Han [2021] No. 2997, hereinafter referred to as "the inquiry letter") issued by Shanghai Stock Exchange ）This legal opinion is issued for relevant matters.
With regard to this legal opinion, our lawyer makes the following statement:
（1） We have obtained the company's guarantee: the company has provided the original written materials, copies or oral testimony that we consider necessary, true and complete to issue this legal opinion, without concealment, falsehood or misleading, and the signatures and / or seals on the relevant materials are true, and the relevant copies or copies are consistent with the original or the original. When issuing this legal opinion, the firm and the handling lawyer have assumed that the documents, materials, statements and explanations provided by the company are complete and true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the firm and the handling lawyer without any concealment, falsehood or misleading. （2） For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant units to issue legal opinions.
（3） The exchange issues legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, and in accordance with the current laws, regulations and normative documents of China.
（4） The exchange only gives legal opinions on matters related to the inquiry letter, and does not give legal opinions on accounting, audit credit rating (including but not limited to solvency) and other professional matters. The accounting, audit, credit rating and other contents involved in this legal opinion are quoted in strict accordance with the reports issued by relevant intermediaries, which does not mean that this exchange makes any express or implied guarantee for the authenticity and accuracy of these contents, and our lawyers do not accept these contents Have the legal qualification to verify and make judgments.
（5） The firm and its handling lawyers shall act in accordance with the securities law of the people's Republic of China, the civil code of the people's Republic of China, 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 the facts that have occurred or existed before the issuance date of the legal opinion of the exchange, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification. （6） The exchange agrees that the company shall quote some or all of the contents of the legal opinion in the announcement or in accordance with the requirements of Shanghai Stock Exchange, but the company shall not cause legal ambiguity or misinterpretation due to the quotation.
（7） This legal opinion is only for the purpose of the company's reply to the inquiry letter of Shanghai Stock Exchange, and shall not be used for any other purpose or purpose without the written consent of the exchange.
In accordance with the requirements of laws, regulations and normative documents, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issued the following legal opinions: I. question 1 of the inquiry letter
According to the announcement, Tiandi Heming Technology Group Co., Ltd. (hereinafter referred to as Tiandi Heming) and Shenzhen SDIC commercial factoring Co., Ltd. (hereinafter referred to as SDIC) signed the asset replacement agreement , the creditor's rights of 78.8074 million yuan enjoyed by SDIC to the company were transferred. SDIC has sent a notice of creditor's rights transfer to the company on December 6, 2021. The company and related parties are requested to make supplementary disclosure: (1) the specific formation reasons and capital flow of the company's 78.8074 million yuan to SDIC, whether the loan is actually invested in the daily production and business activities of the company and relevant subsidiaries, whether the financing fund actually flows to major shareholders and their related parties, and whether it constitutes capital occupation; (2) the agreement signed between Tiandi Heming and SDIC The specific agreements and arrangements of the asset replacement agreement and relevant supplementary agreements, including the consideration of Tiandi Heming's transferee of SDIC's creditor's rights, the effective conditions and termination conditions of the agreement, the relevant arrangements for creditor's rights settlement, and the current performance of the asset replacement agreement; (3) In combination with the answers to the above questions, verify whether Tiandi Heming has become a legal creditor of the company. Ask a lawyer to express his opinions on relevant issues. "
Reply:
（1） Specific agreements and arrangements on the asset replacement agreement and relevant supplementary agreements signed between Tiandi Heming and SDIC, including the consideration of Tiandi Heming's assignment of SDIC's creditor's rights, the effective conditions and termination conditions of the agreement, the relevant arrangements for creditor's rights delivery, and the current performance of the asset replacement agreement
According to the information and instructions provided by Tiancheng holdings and verified by our lawyers, on April 16, 2021, SDIC commercial factoring Co., Ltd. (hereinafter referred to as "SDIC") signed the asset replacement agreement with Tiandi Heming Technology Group Co., Ltd. (hereinafter referred to as "Tiandi Heming") and Anshan Henglong mall Investment Co., Ltd. (hereinafter referred to as "Anshan Henglong"), and the main contents agreed in the agreement are as follows:
1. Consideration of Tiandi Heming's assignment of SDIC's creditor's rights
According to Article 1 of the agreement, the consideration for Tiandi Heming's assignment of SDIC's creditor's rights is: "SDIC replaces Tiandi Heming's property registered in the name of Anshan Henglong and located in Anshan Yongkang electromechanical hardware and building materials City, Anshan City, Liaoning Province, with its creditor's rights under (2019) Yue 03 min Chu No. 1971 and (2018) Yue 03 min Chu No. 4075 civil judgment."
On December 6, 2021, The supplementary agreement signed by SDIC and Tiandi Heming stipulates: "I. clause 1.1 of the main agreement changes the creditor's rights of SDIC to: All rights as of the creditor's rights settlement date according to the civil judgment (2019) Yue 03 min Chu No. 1971 and (2018) Yue 03 min Chu No. 4075 made by Shenzhen intermediate people's court (including but not limited to principal, interest, overdue interest, compound interest, default interest, liquidated damages, expenses for realizing creditor's rights, etc.) shall be owned by Tiandi Heming. "
2. Effective conditions of the agreement
According to Article 11.4 of the agreement, the effective condition of the agreement is: "this contract shall come into force after being signed or sealed by the legal representatives, principals or authorized representatives of all parties and stamped with the official seal or special seal for contract."
3. Termination conditions
According to Article 2.5 of the agreement, the termination condition is: "if Anshan Henglong fails to register the change of property rights of all properties in the name of SDIC (or its designated party) within 60 days after the signing of this agreement, the asset restructuring will be terminated, or SDIC and Tiandi Heming will negotiate a transaction plan separately."
On December 6, 2021, SDIC and Tiandi Heming signed the supplementary agreement, which agreed: "II. With regard to the termination provisions specified in Article 2.5 of the main agreement, the main agreement shall continue to be performed through negotiation between both parties."
4. Relevant arrangements for creditor's rights settlement
In accordance with Clause 2.1 of the agreement, The relevant arrangements for creditor's rights settlement are as follows: "the three parties agree that after all changes of the subject property are registered in SDIC (or its designated party), it shall be deemed that the transfer of this creditor's rights settlement has been completed; and within 1 day, SDIC shall send the creditor's rights certificate (one original of the judgment and one set of copies of the corresponding litigation evidence materials) Notify the debtor and the Guarantor at the same time of delivery to Tiandi Heming. After the settlement of the creditor's rights is completed, the rights under the subject creditor's rights, including but not limited to the principal, liquidated damages and interest, shall be inherited by Tiandi Heming. "
5. Current performance of the asset replacement agreement
On December 6, 2021, SDIC issued the notice letter on the transfer of creditor's rights to Tiancheng holdings, saying that it had transferred all the creditor's rights under the civil judgment ((2019) Yue 03 min Chu No. 1971, (2018) Yue 03 min Chu No. 4075) to Tiandi Heming and completed the delivery. Tiandi Heming has enjoyed the above creditor's rights to Tiancheng holdings according to law. Tiandi Heming enjoys all rights under all outstanding creditor's rights of Tiancheng Holdings (including but not limited to principal, interest, overdue interest, compound interest, penalty interest, liquidated damages, expenses for realizing creditor's rights, etc.) under civil judgment (2019) Yue 03 min Chu No. 1971, (2018) Yue 03 min Chu No. 4075) from December 6, 2021. Tiancheng holdings, as the debtor, shall perform its obligations and liabilities under civil judgment (2019) 03 minchu No. 1971, (2018) Yue 03 minchu No. 4075) to Tiandi Heming (new creditor) from December 6, 2021.
According to the instructions provided by Tiancheng holdings, it has received the above notice letter and will perform its debts to Tiandi Heming in accordance with the requirements of the notice letter.
（2） Tiandi Heming has become the legal creditor of the company
According to the information and instructions provided by Tiancheng holdings and verified by our lawyers, on December 11, 2020, the intermediate people's Court of Shenzhen, Guangdong Province issued (2018) Yue 03 min Chu No. 4075 civil judgment, which ruled that the defendant Tiancheng holdings was against the third party Beihai Galaxy switchgear Co., Ltd. (hereinafter referred to as "Beihai Galaxy switch")
The principal of the repurchase payment of the plaintiff SDIC was 49550000 yuan and liquidated damages (as of June 28, 2019, it is 6721025 yuan. From June 28, 2019, it is calculated based on 49550000 yuan and the annual rate of 18% to the date of actual repayment), the lawyer fee is 100000 yuan and the preservation guarantee fee is 36320 yuan. The defendant Tiancheng holding has the right to recover from the third party Beihai Galaxy switch after compensation.
On April 16, 2021, SDIC signed the asset replacement agreement with Tiandi Heming and Anshan Henglong, and on December 6, 2021, SDIC signed the supplementary agreement with Tiandi Heming. SDIC (2018) all rights (including but not limited to principal, interest, overdue interest, compound interest, penalty interest, liquidated damages, expenses for realizing the right, etc.) under the civil judgment No. 4075 of Yue 03 min Chu as of the creditor's rights settlement date replace the real estate registered by Tiandi Heming in the name of Anshan Henglong and located in Anshan Yongkang electromechanical hardware and building materials City, Anshan City, Liaoning Province, with a total area of 11328.80 square meters.
On December 6, 2021, Shenzhen Guotou issued the notice on the transfer of creditor's rights to Tiancheng holdings, Notice: "SDIC has transferred all the creditor's rights under the civil judgment ((2019) Yue 03 min Chu No. 1971, (2018) Yue 03 min Chu No. 4075) to Tiandi Heming and completed the delivery. Tiandi Heming enjoys the civil judgment ((2019) Yue 03 min Chu No. 1971, (2018) from December 6, 2021 All rights under all outstanding creditor's rights of Tiancheng Holdings under Yue 03 min Chu No. 4075 (including but not limited to principal, interest, overdue interest, compound interest, penalty interest, liquidated damages, expenses for realizing creditor's rights, etc.). Tiancheng holdings, as the debtor, shall perform its obligations and liabilities under civil judgment (2019) 03 minchu No. 1971, (2018) Yue 03 minchu No. 4075) to Tiandi Heming (new creditor) from December 6, 2021. "
According to Article 545 of the civil code of the people's Republic of China, the creditor may transfer all or part of the creditor's rights to a third party, except under any of the following circumstances: (I) it shall not be transferred according to the nature of the creditor's rights; （2） It shall not be transferred according to the agreement of the parties; （3） No assignment shall be made in accordance with the law. If the parties agree that non monetary claims shall not be assigned, they shall not oppose a bona fide third party. If the parties agree that monetary claims shall not be assigned, they shall not oppose a third party. Article 546 provides that if the creditor assigns his claims without notifying the debtor, the assignment shall not be effective for the debtor. Article 696 provides that the creditor shall transfer his claims If the guarantor is not notified of the assignment of all or part of the creditor's rights, the
