Legal opinion on Oriental Energy Co.Ltd(002221) acquisition Report
Jiangsu Jinhe law firm
10th floor, suhao building, No. 8, Zhongshan South Road, Nanjing, China 210005add: 10F, suhao building, 8 south Zhongshan Road, Nanjing, China
Tel: 02584723732 Fax: 02584730252
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
The acquirer and fukie global refers to fukie Global Holdings Limited, Keegan global
HOLDINGS CO., LIMITED
The acquirer acting in concert refers to Monday peak
Listed company, Oriental Energy Co.Ltd(002221) refers to Oriental Energy Co.Ltd(002221)
Fuji investment refers to Fuji investment (Group) Co., Ltd
Masson Enterprises Limited refers to Masson Enterprises Limited
Donghua petroleum refers to Oriental Petroleum (Yangtze) Limited, Donghua Petroleum (Changjiang) Co., Ltd
Unocal Changjiang refers to Unocal Yangtze, Ltd
Acquisition report refers to Oriental Energy Co.Ltd(002221) acquisition report
Fuji global acquired all the shares of Masson enterprise in this acquisition from Mr. Wang Mingxiang and Ms. Zhou Yifeng, the shareholders of Masson enterprise, for the consideration of US $65 and US $35, so as to indirectly acquire Masson enterprise through Donghua oil Oriental Energy Co.Ltd(002221) 456656700 shares indirectly held by Unocal Changjiang, accounting for 27.69% of the total share capital of the listed company
Jiangsu Jinhe law firm
Shenzhen Branch of China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
The Listing Rules of Shenzhen Stock Exchange refer to the Listing Rules of Shenzhen Stock Exchange
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Jiangsu Jinhe law firm
About Oriental Energy Co.Ltd(002221) acquisition Report
Legal opinion
To: Fuji Global Holdings Limited
According to the employment contract for special legal counsel signed between the exchange and Fuji global, the exchange accepts the entrustment of Fuji global to act as the special legal counsel for its acquisition. In accordance with the provisions of the securities law, the acquisition measures, the No. 16 standard, the Listing Rules of the Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, and based on the examination of the relevant documents and materials related to the acquisition provided by Fuji global to the exchange, the exchange purchased all the shares of Masson enterprise from Mr. Wang Mingxiang and Ms. Zhou Yifeng, This legal opinion is issued for the indirect acquisition of matters related to the acquisition report prepared by Masson enterprise through the indirect acquisition of Oriental Energy Co.Ltd(002221) 2769% equity held by Donghua petroleum and Unocal Changjiang.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. Our lawyers express legal opinions in accordance with relevant laws and regulations, relevant documents issued by the CSRC and the facts that have occurred or exist before the date of issuance of this legal opinion.
2. Our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations and normative documents, followed the principles of diligence and good faith, fully verified the legitimacy, authenticity and effectiveness of the acquisition report prepared by the acquirer for this acquisition, and issued legal opinions. There are no false records Misleading statements and material omissions.
3. For the facts that are essential to this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or materials of a evidentiary nature issued or provided by relevant government departments, purchasers, other relevant units or relevant persons to issue legal opinions.
4. The purchaser guarantees that it has provided all the factual materials necessary for the issuance of this legal opinion to our lawyers, and that the relevant written materials and written testimony are true and effective without any major omissions and misleading statements, and the copies provided are consistent with the original.
5. Our lawyer agrees to submit this legal opinion as a necessary legal document for the purchaser's acquisition together with other materials, and bear responsibility for this legal opinion according to law; This legal opinion is only used by the purchaser for the purpose of this acquisition, and shall not be used for any other purpose without the written consent of the exchange.
In accordance with the securities law, the company law and other relevant laws and regulations, as well as other relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have examined the matters related to the acquisition report, and now issue the following legal opinions:
1、 Subject qualification of acquirers and persons acting in concert
(I) basic information of acquirers and persons acting in concert
1. Acquirer: Fuji Global
Fuji global is a limited company registered in Hong Kong. According to its registration certificate, business registration certificate and other registration materials, the basic information of the acquirer is as follows:
Company name: Fuji Global Holdings Limited
English Name: Keegan Global Holdings Co., LIMITED
Enterprise type private joint stock company
Flat B, floor 9, ocean sky management, cullican West, No. 28 sham registered address: Mong Road, Sham Shui Po KL
Directors Wang Mingxiang and Zhou Yifeng
Registered capital USD 1000000
Date of establishment: August 17, 2021
Certificate of incorporation (CI) 3076909
Business scope investment and trade
Shareholder: Fuji investment (Group) Co., Ltd. (holding 100% equity)
Tel: 02586771100 (ext. 8231)
Mailing address: No. 1, Ziqi Road, Xuzhuang Software Park, Xianlin Avenue, Xuanwu District, Nanjing, Jiangsu Province
2. Concerted action person Zhou Yifeng
According to the identity information provided by Monday peak and Oriental Energy Co.Ltd(002221) 's public disclosure, Zhou Yifeng (ID number: 3206811978072), born in July 1978, China nationality, has no permanent residence right abroad, graduated from Beijing University of Chinese Medicine and master of Nanjing University of Science and Technology. He is currently a director of Masson Enterprise Co., Ltd., Donghua Petroleum (Changjiang) Co., Ltd. and FBC Investment Co., Ltd., a director and general manager of Fuji investment (Group) Co., Ltd., and Oriental Energy Co.Ltd(002221) chairman of the board.
(II) equity control relationship of acquirers and persons acting in concert
According to the acquisition report, the purchaser's registration data and the industrial and commercial registration data of the purchaser's shareholder Fuji investment, the equity control relationship between the purchaser and the persons acting in concert is shown in the figure below:
1. Fuji investment holds 100% of the equity of the acquirer and is a legally established and effectively existing limited liability company in China. According to the industrial and commercial registration data, its basic information is as follows:
Company name: Fuji investment (Group) Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Registered address: room 8504, hatching Eagle building, No. 99, Tuanjie Road, yanchuang Park, Nanjing area, China (Jiangsu) free trade zone
Registered capital: RMB 100 million
Date of establishment: July 12, 2006
Business term: July 12, 2006 to July 11, 2036
Unified social credit code 913201007904103373
Investment in industry; Investment in high-tech industries; Asset investment management services; Information consultation on Enterprise M & A and business scope reorganization. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Mailing address: 8th floor, administrative service center, Xuzhuang Software Base Management Committee, No. 699-1, Xuanwu Avenue, Xuanwu District, Nanjing
2. According to the equity control diagram and the description of the acquirer, the actual controllers of the acquirer are Wang Mingxiang and Zhou Yifeng, who are husband and wife.
According to Wang Mingxiang's identity information and Oriental Energy Co.Ltd(002221) 's public disclosure, Wang Mingxiang (ID number: 3302031962022), born in February 1962, has Chinese nationality and no permanent residence right outside China. He is currently the director of Masson Enterprise Co., Ltd., Donghua Petroleum (Changjiang) Co., Ltd. and Unocal Changjiang Co., Ltd., and the chairman of Fuji investment (Group) Co., Ltd. and Masson Energy Co., Ltd.
3. The core enterprise and main business of the acquirer's controlling shareholder and actual controller
(1) According to the acquisition report, the description of the acquirer and the national enterprise credit information publicity system inquired by our lawyers, the enterprises and main businesses controlled by Fuji investment, the controlling shareholder of the acquirer, are as follows:
Shareholding ratio
Serial number company name main business
Direct and indirect
1. Fortune Global controls 100.00% - LPG import and export trade; investment
Co., Ltd
2. Masson energy has - 100.00% sales of petroleum products and chemical products, import and export of goods
Limited company
Masson liquefied gas hazardous chemicals business; Energy conservation management services; Technical services, 3 trade (Ningbo) - 100.00% technology development, technical consultation, technical exchange, technology transfer and technology promotion of the company; Import and export of goods; Technology import and export; business management; Information consulting services
Development and application of energy conservation, regeneration and comprehensive utilization technologies; Import and export business, entrepot trade and wholesale of hazardous chemicals 4. Industrial management consulting services of Masson energy (South - 57.03%; research and development of high-tech and new products; high-tech enterprise Beijing) Co., Ltd; Enterprise reorganization, transfer, acquisition and concurrent
