Anhui Chengyi law firm
About Anhui Andeli Department Store Co.Ltd(603031)
Major asset purchases and related party transactions
Supplementary legal opinion (I)
Anhui Chengyi law firm
China. 5th floor, Baiyue center building, land Plaza, No. 200 Huaining Road, Hefei zip code: 230022
Tel: (0551) 65609815 Fax: (0551) 65608051
Website: www.chengyi-law.com com. E-mail: [email protected].
interpretation
Unless otherwise specified, the following words used in this supplementary legal opinion have the following meanings:
Anhui Andeli Department Store Co.Ltd(603031) refers to Anhui Andeli Department Store Co.Ltd(603031)
Fujian Nanping Dafeng Electric Appliance Co., Ltd. used the name “Fujian Nanping Dafeng Electric Appliance Co., Ltd.” from August 1999 to July 2016, and from July 2016 to 2022
In January, it was formerly known as “Ningbo Yafeng Electric Appliance Co., Ltd.” and changed its name to “Fujian Nanping Dafeng Electric Appliance Co., Ltd.” in January 2022
Yajin technology refers to Ningbo Yajin Electronic Technology Co., Ltd
Acquisition of major assets of Anhui Fuan Energy Technology Co., Ltd.
Nanfu battery refers to Fujian Nanping Nanfu Battery Co., Ltd
Yunnan Unicom refers to Yunnan branch of China United Network Communication Co., Ltd
Zhonglian Guoxin refers to Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd
Nanping Bank of China refers to Bank Of China Limited(601988) Nanping Branch
Yuan means, unless otherwise specified, the legal tender of China, RMB yuan
Note: if the data quoted in this supplementary legal opinion is in 10000 yuan, there may be a tail difference from the original value in yuan; Unless otherwise specified, all values in this supplementary legal opinion retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Anhui Chengyi law firm
About Anhui Andeli Department Store Co.Ltd(603031)
Major asset purchases and related party transactions
Supplementary legal opinion (I)
(2022) Cheng Yi Fa Zi No. Jiangsu Eastern Shenghong Co.Ltd(000301) to: Anhui Andeli Department Store Co.Ltd(603031)
In accordance with the provisions of the company law, the securities law, the reorganization measures, the listing rules and other laws, regulations and normative documents, the exchange accepts the entrustment of Anhui Andeli Department Store Co.Ltd(603031) and appoints lawyers Si Hui and Zhang Gen to act as the special legal counsel for Anhui Andeli Department Store Co.Ltd(603031) this major asset purchase and related party transactions to provide legal services. The lawyer has issued (2022) Chengyi FA Zi No. 00030 legal opinion of Anhui Chengyi law firm on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions with respect to Anhui Andeli Department Store Co.Ltd(603031) this reorganization.
On February 21, 2022, Shanghai Stock Exchange issued the inquiry letter on information disclosure of Anhui Andeli Department Store Co.Ltd(603031) restructuring draft (SSE Gong Han [2022] No. 0129) (hereinafter referred to as the “inquiry letter”). According to the requirements of Shanghai Stock Exchange, this lawyer has verified and verified the relevant legal matters involved in the inquiry letter and issued this supplementary legal opinion. In order to issue this supplementary legal opinion, we and our lawyer hereby make the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the issuance date of this supplementary legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, The relevant facts have been fully verified and verified to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The parties to this transaction guarantee that they have provided the lawyer with the original written materials, copies or oral testimony that are necessary, true, accurate and complete for the issuance of this supplementary legal opinion, and there are no false records, misleading statements or major omissions. All parties to this transaction guarantee that the above documents and testimony are true, accurate and complete, the signatures and seals on all documents are true, and the copies are consistent with the original.
3. For the fact that it is very important to issue this supplementary legal opinion and cannot be supported by independent evidence, our lawyer relies on the supporting documents and testimony issued by relevant government departments, relevant parties to this transaction or other relevant institutions or persons to issue legal opinions.
4. This supplementary legal opinion only expresses opinions on legal issues related to this transaction. Our lawyer is not qualified to express professional opinions on non legal matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and so on. When such contents are involved in this supplementary legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries. However, such quotations shall not be deemed as any express or implied guarantee made by our lawyer for the authenticity, accuracy and completeness of these data and conclusions.
5. The lawyer agrees to take this supplementary legal opinion as a necessary legal document for Anhui Andeli Department Store Co.Ltd(603031) this transaction, declare or disclose it together with other materials, and bear legal liabilities according to law.
6. This supplementary legal opinion is only for the purpose of Anhui Andeli Department Store Co.Ltd(603031) this transaction and shall not be directly or indirectly used for any other purpose or purpose.
Based on the above statement, the lawyer has verified and verified the documents and facts related to this transaction in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued the following supplementary legal opinions:
1、 Question 5
The draft disclosed that in the early stage, 82.18% of the equity of Nanfu battery, the core asset of Yajin technology, was preserved and frozen.
On October 26, 2021, the intermediate people’s Court of Kunming, Yunnan Province issued an executive ruling, which changed the freezing of 82.18% of the equity of Nanfu battery to 2.66% of the equity of Nanfu battery (the non pledged part). Yunnan Unicom has applied to the higher people’s Court of Yunnan Province for reconsideration of the above ruling. As of the signing date of this report, the higher people’s Court of Yunnan Province has not issued a written ruling on reconsideration execution. Meanwhile, on January 4, 2022, Ningbo Yafeng pledged 34.39% of its shares of Yajin technology to Nanping Bank of China. The company is requested to make supplementary disclosure: (1) differences; (2) Whether the above pledge affects the equity transfer of the subject company involved in this transaction, and whether the specific solutions may cause substantive obstacles to this transaction; (3) Whether there are other ownership defects such as mortgage, pledge and freezing in the equity of Yajin technology held by Ningbo Yafeng and Nanfu battery held by Yajin technology and subsequent solutions. Financial advisers and lawyers are invited to express their opinions.
reply:
(I) is there any significant difference between the latest progress in the trial and execution of cases related to Yunnan Unicom and the previous information disclosure
1. The latest progress in the trial of cases related to Yunnan Unicom
On December 8, 2021, Kunming intermediate people’s Court of Yunnan Province issued civil judgment (2020) Yun 01 min Chu No. 4232, The following judgment was rendered: “I. Ningbo Yajin Electronic Technology Co., Ltd. shall pay the liquidated damages of 249.2 million yuan to Yunnan branch of China United Communication Co., Ltd. within 30 days after the effectiveness of this judgment; II. Yunnan branch of China United Communication Co., Ltd. shall return the current account of 3.48 million yuan to Ningbo Yajin Electronic Technology Co., Ltd. and pay the amount within 30 days after the effectiveness of this judgment Interest (from March 13, 2020 to the date of payment, the interest shall be calculated according to the loan market quotation interest rate published by the National Interbank interbank lending center in the same period); 3、 Reject other litigation claims of Yunnan branch of China United Communications Co., Ltd; 4、 Reject other counterclaim requests of Ningbo Yajin Electronic Technology Co., Ltd. ” Due to dissatisfaction with the above judgment, Yajin technology and Yunnan Unicom appealed to the higher people’s Court of Yunnan Province on December 17 and December 20, 2021 respectively. On December 23, 2021, Yajin technology received the (2020) Yun 01 min Chu No. 4232 notice of advance payment of legal fees issued by Kunming intermediate people’s Court of Yunnan Province. After verification, as of the issuance date of this supplementary legal opinion, Yajin technology has completed the supplement of evidence and the preparation of appeal, and the higher people’s Court of Yunnan Province will hold a hearing on a selected date.
2. The latest progress in the implementation of cases related to Yunnan Unicom
According to the appraisal report (wzlgxbz (2021) No. 293) issued by Zhonglian Guoxin, with August 31, 2021 as the appraisal base date, the final appraisal result of income method is adopted as the final appraisal conclusion. According to the appraisal conclusion, the appraisal value of the total equity of shareholders of Yajin technology is 92357637 million yuan, and the appraisal value of the total equity of shareholders of Nanfu battery is 99033477 million yuan. According to the provisions of Article 19 of the provisions of the Supreme People’s Court on the sealing up, seizure and freezing of property in the civil execution of the people’s court, the sealing up, seizure and freezing of the property of the person subjected to execution shall be limited to the extent that its value is sufficient to pay off the amount of creditor’s rights and execution expenses determined in the legal documents, and the amount obviously exceeding the standard shall not be sealed up, seized or frozen. If it is found that the excessive amount is sealed up, detained or frozen, the people’s court shall, upon the application of the person subjected to execution or ex officio, lift the sealing up, seizure or freezing of the part of the property exceeding the amount in time, except that the property is indivisible and the person subjected to execution has no other property available for execution or other property is insufficient to pay off his debts. The corresponding evaluation value of 82.183% equity of Nanfu battery frozen by the judiciary of Yajin technology is 81388682 million yuan, while the litigation object of Yunnan Unicom case is 269.2 million yuan. The frozen property value of Yajin technology far exceeds the amount of creditor’s rights, and the frozen part exceeding the standard shall be lifted according to law.
On October 26, 2021, the intermediate people’s Court of Kunming City, Yunnan Province issued the execution ruling (2021) Yun 01 Zhi Yi No. 526), which changed the content of freezing 82.18% of the equity of Nanfu battery to “freezing 2.66% of the equity of Fujian Nanping Nanfu Battery Co., Ltd. held by the respondent Ningbo Yajin Electronic Technology Co., Ltd. (non pledged part)”. Refusing to accept the above ruling, Yunnan Unicom submitted an application for reconsideration to the higher people’s Court of Yunnan Province on November 18, 2021. After verification, as of the date of issuance of this supplementary legal opinion, the higher people’s Court of Yunnan Province has not issued a written ruling on reconsideration and execution.
3. Is there any significant difference from the previous information disclosure
Upon verification, Anhui Andeli Department Store Co.Ltd(603031) was announced on February 9, 2022
Report on major asset purchase (Draft) (hereinafter referred to as “secondary restructuring”) and the company’s early letter
Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and sale of major assets and related
Transaction report (Draft) (hereinafter referred to as “one reorganization”) on the case related to Yunnan Unicom
The comparison of the review and execution contents of the case is as follows:
Project Name: reasons for differences between the contents of “secondary reorganization” and “primary reorganization”
Time: February 9, 2022 November 16, 2021-
1. Yunnan Unicom believes that Yajin technology is not in accordance with 1. Yunnan Unicom believes that Yajin technology is not in accordance with
China United Network signed in May 2019 and China United Network signed in May 2019
Communication Co., Ltd. Yunnan branch “shuangbailuo Communication Co., Ltd. Yunnan Branch
The “double hundred actions” comprehensive reform cooperation agreement
Perform the contractual obligations, perform the contractual obligations in accordance with the provisions of the deliberation on January 8, 2021, and
Submitted to Kunming intermediate people’s Court of Yunnan Province on January 8, 2021
Bring a lawsuit, request the court to order the intermediate people’s Court of Yajin science and technology branch to bring a lawsuit, and request the law
Pay liquidated damages of 269.2 million yuan and bear the court’s order to pay liquidated damages to Yajin technology
Legal fees, preservation fees, preservation guarantee fees and legal fees are 269.2 million yuan.
Division fee. On February 20, 2021, yajinke 2. As of the signing date of this report, the above case
The case submitted to Kunming intermediate people’s Court of Yunnan Province has been heard and has not been judged.
Submit the civil counterclaim.
2. December 8, 2021, Kunming, Yunnan Province
Issued by the Municipal Intermediate People’s Court (2020) yun01
Civil judgment No. 4232 of the Republic of China, written as
