About Fuji Global Holdings Limited
Matters related to exemption from making an offer
Legal opinion
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
Matters related to the exemption of Fuji Global Holdings Co., Ltd. from issuing an offer
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, Thus, this legal opinion is issued for the matters related to the exemption from the offer involved in the indirect acquisition of Oriental Energy Co.Ltd(002221) 2769% equity indirectly held by Masson enterprise through Donghua oil 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 exemption of the acquirer from making an offer, 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
According to the legal opinions of Xiao Feng and the basic information of the registration certificate of the acquisition of the company issued by Hong Kong Fuji Co., Ltd., the registration certificate of the global lawyer Xiao Feng 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)
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.
3. 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:
(II) according to the acquisition report and the description of the acquirer and verified by the lawyers of this firm, the acquirer Fuji global is a legally established and effectively existing limited liability company, and the person acting in concert Zhou Yifeng is a Chinese citizen with full civil capacity.
(III) according to the acquisition report, the acquirer's description, the legal opinion of Hong Kong xiaoyifeng law firm, and through the lawyers of the firm, inquire about the national enterprise credit information publicity system (query website: http://www.gsxt.gov.cn./index.html ）. China judicial documents network (query website: https://wenshu.court.gov.cn./ ）. China court enforcement information disclosure network (query website: http://zxgk.court.gov.cn./zhzxgk/ ）"Credit China" website (query website: http://www.creditchina.gov.cn./ ）Securities and futures market dishonesty record query platform of China Securities Regulatory Commission (query website: http://neris.c
2、 Whether the acquisition is exempt from making an offer as stipulated in the acquisition measures
(I) acquisition method
According to the acquisition report, this acquisition is that the acquirer transfers 100% of the shares of Masson enterprise held by the actual controller through non-public agreement transfer, so as to indirectly acquire 27.69% of the shares of the listed company controlled by Masson enterprise.
According to the acquisition report, the equity control relationship of the listed company before the acquisition is shown in the figure below: according to the acquisition report, the equity control relationship of the listed company after the acquisition is shown in the figure below:
(II) legal basis for the purchaser's exemption from tender offer.
According to Article 56 of the acquisition measures, if the acquirer is not a shareholder of a listed company, but its equity shares reach or exceed 30% of the issued shares of a listed company through investment relations, agreements or other arrangements, it shall make a comprehensive offer to all shareholders of the company. After the completion of this acquisition, Fuji global, the acquirer, indirectly holds Oriental Energy Co.Ltd(002221) 2769% of the shares, and Monday Feng, the person acting in concert, holds Oriental Energy Co.Ltd(002221) 9.25% of the shares, controlling more than Oriental Energy Co.Ltd(002221) 30% of the shares in total, so a purchase offer should be made.
According to Article 62 of the acquisition measures, "under any of the following circumstances, the acquirer may be exempted from increasing its shares by offer: (I) the acquirer and the transferor can prove that the share transfer is carried out between different subjects controlled by the same actual controller and does not lead to the change of the actual controller of the listed company This acquisition is made by the actual controllers of the listed company, Wang Mingxiang and Zhou Yifeng, in order to adjust the management of their business segments and optimize the allocation of resources. The acquirer Fuji global is an enterprise 100% controlled by the transferors, Wang Mingxiang and Zhou Yifeng. The equity transfer of Masson enterprise (indirectly holding Oriental Energy Co.Ltd(002221) shares) is carried out between different subjects controlled by the same actual controller, Before and after the acquisition, Oriental Energy Co.Ltd(002221) the actual controllers are Mr. and Mrs. Wang Mingxiang and Mr. Zhou Yifeng, and there is no change, which is in line with the provisions of Article 62 of the acquisition measures and can be exempted from increasing shares by offer.
In conclusion, our lawyers believe that in this acquisition, the acquirer can be exempted from issuing a takeover offer.
3、 Legal procedures for this acquisition
(I) procedures performed by the purchaser
1. On February 11, 2022, Fuji global convened the board of directors to consider and approve the acquisition;
2. On February 18, 2022, Fuji global signed the share transfer agreement with Mr. Wang Mingxiang and Ms. Zhou Yifeng on this non-public agreement transfer
