Beijing Jindu law firm
About China National Complete Plant Import And Export Co.Ltd(000151)
Implementation of major asset purchases and related party transactions
Legal opinion
To: China National Complete Plant Import And Export Co.Ltd(000151)
Beijing Jindu law firm (hereinafter referred to as “Jindu” or “the firm”) is entrusted by China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “company” China National Complete Plant Import And Export Co.Ltd(000151) “or” listed company “) as its special legal adviser to appoint its wholly-owned subsidiary Yucheng International Investment Co., Ltd. (hereinafter referred to as” Yucheng international “) for China National Complete Plant Import And Export Co.Ltd(000151) ）， Purchase 1500000 ordinary shares (corresponding to 30% shares of the target company, hereinafter referred to as “target shares”) of tialoc Singapore PTE. Ltd. (hereinafter referred to as “target company”) held by China complete equipment import and Export Group (Hong Kong) Co., Ltd. (hereinafter referred to as “Zhongcheng Hong Kong”) in cash ）And obtain 1050000 ordinary shares (corresponding to 21% of the shares of the target company) held by Zhongcheng Hong Kong and the voting rights of all future shares of the target company (hereinafter referred to as “this transaction”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as “laws and regulations”) ）Jindu hereby issues this legal opinion on the implementation of the company’s transaction.
For this transaction, The exchange has issued the legal opinion of Beijing Jindu law firm on China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transaction (hereinafter referred to as “legal opinion”) and the supplementary legal opinion (I) of Beijing Jindu law firm on China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transaction (hereinafter referred to as “legal opinion”) on November 18, 2021 and December 6, 2021 respectively“ Supplementary legal opinion “). In addition to the following definitions, the premises, assumptions and definitions of relevant terms in the legal opinion and supplementary legal opinion of the exchange are also applicable to this legal opinion.
In order to issue this legal opinion, The firm and its handling lawyers are in accordance with the law of the people’s Republic of China (hereinafter referred to as “China”) , for the purpose of issuing this legal opinion, excluding Hong Kong Special Administrative Region and Macao Special Administrative Region and fan he’s spirit of diligence, I have consulted the documents that must be consulted for issuing this legal opinion, including the approval documents, relevant records, materials and certificates of relevant government departments provided by relevant parties, And made necessary inquiries and discussions with relevant parties and their senior managers on matters related to this transaction.
The firm and its handling lawyers shall act in accordance with the securities law, 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 date of issuance of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records Misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange only gives opinions on Chinese legal issues related to this transaction, and does not give opinions on professional matters such as accounting, audit and asset valuation and legal matters outside China. The contents of this legal opinion involving some data, opinions and conclusions in relevant accounting reports, audit reports, valuation reports and overseas legal opinions are quoted in strict accordance with the professional documents issued by relevant intermediaries, which does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data, opinions and conclusions.
This legal opinion is only for China National Complete Plant Import And Export Co.Ltd(000151) the purpose of this transaction and shall not be used for any other purpose without Jindu’s consent. Kindu agrees that the company shall quote the relevant contents of this legal opinion in the relevant documents prepared for this exchange, but the company shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the contents of the above relevant documents again.
In accordance with the business standards, ethics and diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions: I. The overall scheme of this transaction
According to the resolutions of the 19th meeting of the 8th board of directors, the fourth extraordinary general meeting of shareholders in 2021 China National Complete Plant Import And Export Co.Ltd(000151) report on major asset purchase and related party transactions (Draft) (hereinafter referred to as “restructuring report”), share transfer agreement, entrusted management agreement, performance compensation agreement (collectively referred to as “transaction documents”) and other relevant documents of this transaction. In this transaction, China National Complete Plant Import And Export Co.Ltd(000151) It is proposed to appoint its wholly-owned subsidiary Yucheng international, Purchase 1500000 ordinary shares (corresponding to 30% of the shares of the target company) of the target company held by Zhongcheng Hong Kong by paying cash. After the transfer of the target shares is completed, Zhongcheng Hong Kong will transfer the remaining 1050000 ordinary shares of the target company held by Zhongcheng Hong Kong (corresponding to 21% of the shares of the target company) and all the voting rights corresponding to the shares of the target company held in the future are exclusively, gratuitously and irrevocably entrusted to Yucheng international for exercise.
After the completion of this transaction, China National Complete Plant Import And Export Co.Ltd(000151) indirectly holds 51% of the voting rights of the subject company. This transaction constitutes a major asset restructuring of the listed company. 2、 This transaction has been approved and authorized by
After verification by our lawyers, as of the date of issuance of this legal opinion, this transaction has obtained the following approval, authorization and filing:
On October 22, 2021, nutara investment PTE Ltd. issued a letter to agree with the transfer of the subject shares and that Zhongcheng Hong Kong entrusted the voting rights of its remaining 21% shares in the subject company to the listed company or its designated entity, and agreed to waive its preemptive right and tag along right. On November 12, 2021, this transaction was approved by China Development and Investment Group Co., Ltd. (hereinafter referred to as “SDIC”).
On November 18, 2021, the appraisal results of the underlying assets of this transaction have been filed by SDIC group.
On November 18, 2021, Zhongcheng Hong Kong made a resolution of the board of directors to approve the transaction and signed relevant transaction documents.
On November 18, 2021, China National Complete Plant Import And Export Co.Ltd(000151) held the 19th meeting of the 8th board of directors, deliberated and adopted the proposal on the scheme of this major asset purchase and related party transactions and other proposals related to this transaction.
On December 9, 2021, China National Complete Plant Import And Export Co.Ltd(000151) held the fourth extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the scheme of this major asset purchase and related party transactions and other proposals related to this transaction.
On December 15, 2021, the Ministry of Commerce of the people’s Republic of China issued the enterprise overseas investment certificate (Overseas Investment Certificate No. n1000202100361) for this transaction.
On December 20, 2021, the national development and Reform Commission of the people’s Republic of China issued the notice on the filing of overseas investment projects (fgbf foreign capital preparation [2021] No. 1120) for this transaction.
On December 21, 2021, the subject company made a resolution of the board of directors to approve the transaction.
On December 21, 2021, the subject company made a resolution of the shareholders’ meeting to pass the transaction.
In conclusion, Kindu believes that the relevant parties to this transaction have fulfilled the approval, authorization and filing procedures required at this stage and have met the legal conditions for implementation.
3、 Implementation of this transaction
（1） Delivery of underlying shares
According to the confirmation document issued by Singapore lawyer shooklin & Bok on December 22, 2021, “(1) Yucheng international has been registered as the holder of 1500000 ordinary shares of the subject company on December 21, 2021; (2) Zhongcheng Hong Kong has transferred 1500000 ordinary shares of the subject company to Yucheng international on December 21, 2021.”
According to the electronic register of members (electronic version) provided by the subject company, as of December 21, 2021, the shareholders and shareholding of the subject company are as follows:
Serial number name of holder number of shares (shares) shareholding ratio
1. Yucheng international 150000030%
2. Zhongcheng Hong Kong 105000021%
3.Nutara Investment Pte. Ltd.2,450,00049%
Total 5000000100%
（2） Payment of consideration for transfer of subject shares
According to the statement issued by China National Complete Plant Import And Export Co.Ltd(000151) and the payment voucher provided, as of the date of issuance of this legal opinion, Yucheng international has, in accordance with the provisions of the share purchase agreement and relevant documents, The subject share transfer consideration of US $59454879.25 (totaling RMB 378900000, the exchange rate refers to the central parity of the people’s Bank of China on December 21, 2021, and the amount of RMB corresponding to US $1 is RMB 6.3729) has been paid to the designated account of Zhongcheng Hong Kong, and the stamp duty payable has been paid, totaling S $81406.5 (the total amount is RMB 379313.59. The exchange rate refers to the central parity of the people’s Bank of China on December 21, 2021. The amount of RMB corresponding to Singapore dollar 1 is RMB 4.6595).
（3） Voting power entrustment
According to the entrusted management agreement, the voting rights corresponding to 1050000 ordinary shares of the subject company held by Zhongcheng Hong Kong will be exclusively, gratuitously and irrevocably entrusted to Yucheng international from the date of completion of the transfer and settlement of the subject shares. 4、 Is there any difference between the implementation of this transaction and the previous information disclosure
According to the statement issued by China National Complete Plant Import And Export Co.Ltd(000151) and the announcement of the company inquired by our lawyers, as of the date of issuance of this legal opinion, China National Complete Plant Import And Export Co.Ltd(000151) has fulfilled the necessary information disclosure obligations on this transaction, and there is no significant difference between the actual situation and the information disclosed in the previously disclosed restructuring report and other information disclosure documents. 5、 The changes of directors, supervisors and senior managers of China National Complete Plant Import And Export Co.Ltd(000151) and the adjustment of other relevant personnel according to the instructions issued by China National Complete Plant Import And Export Co.Ltd(000151) and the announcement of the company by our lawyers, as of the date of issuance of this legal opinion, During the implementation of this transaction (i.e. from November 18, 2021 to the date of issuance of this legal opinion), the replacement of China National Complete Plant Import And Export Co.Ltd(000151) directors, supervisors and senior managers and the adjustment of other relevant personnel are as follows:
China National Complete Plant Import And Export Co.Ltd(000151) held the 19th meeting of the eighth board of directors on November 18, 2021 and agreed to appoint Mr. Zhao Yaowei as the Secretary of the China National Complete Plant Import And Export Co.Ltd(000151) board of directors until the expiration of the term of office of the eighth board of directors.
China National Complete Plant Import And Export Co.Ltd(000151) the fourth extraordinary general meeting of shareholders in 2021 was held on December 9, 2021, and it was agreed to add Mr. Niu Tianxiang as an independent director of the eighth board of directors of the company until the expiration of the eighth board of directors.
China National Complete Plant Import And Export Co.Ltd(000151) the board of supervisors received a written resignation report from the employee supervisor Ms. Wang Xiaofei on December 22, 2021. Ms. Wang Xiaofei resigned as the employee supervisor of the company due to job transfer.
China National Complete Plant Import And Export Co.Ltd(000151) the employee representative meeting was held on December 23, 2021, and it was agreed to elect Mr. Ma Jun as the employee supervisor of the eighth board of supervisors of the company until the expiration of the eighth board of supervisors.
According to the instructions issued by China National Complete Plant Import And Export Co.Ltd(000151) and verified by our lawyers, except for the above personnel adjustment, China National Complete Plant Import And Export Co.Ltd(000151) there is no replacement and adjustment of other directors, supervisors and senior managers during the implementation of this transaction. 6、 Capital occupation and external guarantee
According to the statement issued by China National Complete Plant Import And Export Co.Ltd(000151) and the announcement of the company inquired by our lawyers, as of the date of issuance of this legal opinion, there was no situation that the company’s funds and assets were occupied by the actual controller or other related persons, or that the company provided guarantee for the actual controller or its related persons. 7、 Performance of agreements and commitments related to this transaction
（1） Performance of relevant agreements
The relevant agreements involved in this transaction are the share transfer agreement, entrusted management agreement and performance compensation agreement signed between China National Complete Plant Import And Export Co.Ltd(000151) and Zhongcheng Hong Kong.
After verification, our lawyers believe that as of the date of issuance of this legal opinion, all delivery conditions of this transaction have been met, and Yucheng international has paid the consideration for the transfer of the subject shares in accordance with the share transfer agreement; The registration procedures for the subject shares under this transaction have been completed, and Yucheng international has been registered as the holder of 1500000 ordinary shares of the subject company. The entrustment of voting rights agreed under the entrusted management agreement has come into force on the date of completion of the transfer and settlement of the subject shares under the share transfer agreement. As of the date of issuance of this legal opinion, the relevant parties have performed or are performing relevant obligations in accordance with the transaction documents, and there is no violation of the agreement.
（2） Implementation of relevant commitments
According to China National Complete Plant Import And Export Co.Ltd(000151) , as of the date of issuance of this legal opinion, all parties involved in this transaction have normally fulfilled their relevant commitments made for this exchange, and there is no violation of relevant commitments. The relevant commitment parties shall continue to fulfill their outstanding commitments. 8、 Subsequent events of this transaction
According to the instructions issued by China National Complete Plant Import And Export Co.Ltd(000151) , the transaction scheme and the provisions of relevant laws and regulations, in terms of law, the transaction still has the following follow-up matters to be handled:
（1） According to the provisions of the transaction documents, the subject company shall be audited by a qualified audit institution during the transition period
