Beijing Jindu law firm
about
Qingdao Tgood Electric Co.Ltd(300001)
Spin off its subsidiary Tedian new energy Co., Ltd
To the listing of Kechuang board
Legal opinion
March, 2002
catalogue
interpretation...... one
Text six
1、 Approval and authorization of this spin off listing six
2、 The subject qualification of this spin off listing seven
3、 The substantive conditions of this spin off and listing eight
4、 Verification of matters related to this spin off and listing fifteen
5、 Information disclosure of this spin off listing sixteen
6、 Concluding observations seventeen
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: Qingdao Tgood Electric Co.Ltd(300001) / listed company / company refers to Qingdao Tgood Electric Co.Ltd(300001) proposed entity / special call refers to special call New Energy Co., Ltd
Derui investment refers to Qingdao Derui Investment Co., Ltd
This spin off and listing / this spin off refers to the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off. We hereby call Xinkai Energy Co., Ltd. to list on the science and innovation board
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shanghai stock exchange refers to Shanghai Stock Exchange
The Company Law refers to the company law of the people's Republic of China (amended in 2018)
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The regulations on the spin off of listed companies refer to the rules on the spin off of listed companies (for Trial Implementation)
The articles of association refers to the current effective Qingdao Tgood Electric Co.Ltd(300001) articles of association, which was deliberated and adopted at the second extraordinary general meeting of Qingdao Tgood Electric Co.Ltd(300001) shareholders in 2021
The plan for spin off and listing refers to the plan of Qingdao tride Electric Co., Ltd. on spin off of its subsidiary, Trina new energy Co., Ltd. to be listed on the science and innovation board, which was deliberated and adopted at the third meeting of Qingdao Tgood Electric Co.Ltd(300001) the Fifth Board of directors
Jindu / this refers to Beijing Jindu law firm
The territory of China refers to the territory of the people's Republic of China. For the purpose of this legal opinion, it does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
This legal opinion refers to the legal opinion of Beijing Jindu law firm on the spin off of the subsidiary of Qingdao Qingdao Tgood Electric Co.Ltd(300001) Electric Co., Ltd. to call New Energy Co., Ltd. to list on the science and innovation board
RMB / 10000 refers to RMB / 10000
To: Qingdao Tgood Electric Co.Ltd(300001)
In accordance with the company law, the securities law, the rules for the spin off of listed companies, 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), Jindu accepts the entrustment of Qingdao Tgood Electric Co.Ltd(300001) to issue this legal opinion on the matters related to the listing of Qingdao Tgood Electric Co.Ltd(300001) spin off subsidiaries on Kechuang board.
In order to issue this legal opinion, Jindu has strictly performed its statutory duties and followed the principles of diligence and good faith in accordance with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for the spin off of listed companies, 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), Sufficient verification and verification have been carried out to ensure that the facts identified in this 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.
We issue this legal opinion on the following premise: 1 Qingdao Tgood Electric Co.Ltd(300001) guarantee that we have provided the original written materials, duplicate materials or oral testimony that we believe are necessary for the issuance of this legal opinion, and guarantee that the above materials provided by them are true, accurate and legal; All signatures and seals on the document are authentic; The copy is consistent with the original; 2. For the fact that this legal opinion is very important and cannot be supported by independent evidence, we rely on the supporting documents issued by the relevant Chinese government, relevant competent authorities, Qingdao Tgood Electric Co.Ltd(300001) or other third parties; 3. We express legal opinions based on the facts that have occurred before the issuance date of this legal opinion, and based on our understanding of these facts and the current effective laws, regulations and rules in China; 4. We only express opinions on legal matters in China and do not express opinions on any professional matters such as accounting, auditing and asset evaluation; Our references to data and conclusions related to accounting statements, audit reports and asset evaluation reports in this legal opinion do not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and we are not qualified to verify and evaluate the contents of these documents.
This legal opinion is only for the purpose of Qingdao Tgood Electric Co.Ltd(300001) this spin off and listing, and shall not be used for any other purpose. In conclusion, in accordance with the requirements of the lawyer law of the people's Republic of China and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence of the lawyer industry, Jindu issued the following legal opinions on the matters involved in the spin off and listing:
1、 Approval and authorization of this spin off listing (I) approval and authorization obtained in this spin off
March 7, 2022, Qingdao Tgood Electric Co.Ltd(300001) the third meeting of the 5th board of directors deliberated and approved the proposal on the spin off of its subsidiary, TEDA new energy Co., Ltd. to be listed on the science and innovation board in compliance with relevant laws and regulations, and the proposal on the spin off of its subsidiary, TEDA new energy Co., Ltd. to be listed on the science and innovation board Proposal on the spin off of its subsidiary TEDA new energy Co., Ltd. for listing on the science and innovation board and proposal on the compliance of the spin off and listing of its subsidiary TEDA new energy Co., Ltd. with the rules for the spin off of listed companies (for Trial Implementation) Proposal on spin off of its subsidiary TEDA new energy Co., Ltd. to be listed on the science and innovation board is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, proposal on the company's ability to maintain independence and sustainable operation, and proposal on TEDA new energy Co., Ltd. having corresponding standardized operation ability Proposal on the purpose, commercial rationality, necessity and feasibility analysis of the spin off, proposal on the completeness and compliance of the legal procedures performed in the spin off and the effectiveness of the legal documents submitted, proposal on the shareholding and related party transactions of some directors and senior managers in the subsidiaries of the spin off Proposals related to the spin off, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the spin off.
Independent directors have expressed their prior approval opinions and independent opinions on relevant matters of the board of directors.
In accordance with relevant laws and regulations and the articles of association, as of the date of issuance of this legal opinion, the Qingdao Tgood Electric Co.Ltd(300001) board of directors has deliberated and approved the matters related to the spin off in accordance with the law. （2） Approval and authorization required for this spin off
In accordance with the company law, the securities law, the rules for the spin off of listed companies, the administrative measures for the registration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, and with reference to the administrative measures for major asset restructuring of listed companies and other relevant provisions, The spin off and the IPO and listing of the special calls involved still need to obtain the following approval and authorization: 1 Qingdao Tgood Electric Co.Ltd(300001) this spin off still needs the approval and authorization of Qingdao Tgood Electric Co.Ltd(300001) shareholders' meeting; 2. Special calls for IPO and listing on the science and innovation board need to be deliberated and approved by the board of directors and the general meeting of shareholders; 3. The special call for IPO and listing on the science and innovation board still needs to be reviewed / registered by Shanghai Stock Exchange and China Securities Regulatory Commission; 4. Other approvals or consents that may be involved as required by relevant laws and regulations.
To sum up, Kindu believes that the necessary approval and authorization procedures at this stage have been performed for this spin off and listing. 2、 Subject qualification of this spin off listing
1. According to the business license (Unified Social Credit Code: 9137020075693361xy) issued by Qingdao municipal market supervision administration held by Qingdao Tgood Electric Co.Ltd(300001) and inquired by our lawyers through the national enterprise credit information publicity system, the basic information of Qingdao Tgood Electric Co.Ltd(300001) as of the date of issuance of this legal opinion is as follows:
Enterprise name: Qingdao Tgood Electric Co.Ltd(300001)
Legal representative: Yu Dexiang
Legal address: No. 336, Songling Road, Laoshan District, Qingdao
Enterprise type: other joint stock limited companies (listed)
Registered capital: 1040710713 yuan
Develop, design and manufacture primary and secondary power transformation and distribution products of 500kV and below, and provide product related technical services and construction services; Power engineering construction; Construction of building electromechanical installation works; Operation, maintenance and test items of power facilities; Electricity sales; Power equipment leasing and related technical services; Business scope of special vehicles: assembly and assembly; Energy management; Financial leasing business; Import and export trade; Computer software development, sales, service and technical consultation; Development, sales and service of embedded software for intelligent electronic products and information products; Various engineering construction activities (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Date of establishment: March 16, 2004
Operating period: March 16, 2004 to March 16, 2103
2. On September 20, 2009, the CSRC issued the reply on approving Qingdao Tgood Electric Co.Ltd(300001) initial public offering and listing on the gem (zjxk [2009] No. 951), approving Qingdao Tgood Electric Co.Ltd(300001) public offering of no more than 35 million new shares. On October 24 of the same year, the Shenzhen Stock Exchange issued the notice on the listing of Qingdao Tgood Electric Co.Ltd(300001) RMB ordinary shares on the gem (SZS [2009] No. 110) and agreed that the RMB ordinary shares issued by Qingdao Tgood Electric Co.Ltd(300001) should be listed on the gem of the Shenzhen Stock Exchange. The stock is referred to as " Qingdao Tgood Electric Co.Ltd(300001) " and the stock code is " Qingdao Tgood Electric Co.Ltd(300001) " Qingdao Tgood Electric Co.Ltd(300001) was listed on Shenzhen Stock Exchange on October 30, 2009.
In conclusion, Jindu believes that Qingdao Tgood Electric Co.Ltd(300001) is a joint stock limited company established and existing legally and listed on the Shenzhen Stock Exchange. There is no situation that it should be terminated in accordance with relevant laws, regulations, normative documents in China and the current effective articles of association, so it has the subject qualification of this spin off listing. 3、 Substantive conditions of this spin off listing
According to the relevant documents and announcement documents provided by Qingdao Tgood Electric Co.Ltd(300001) and confirmed by Qingdao Tgood Electric Co.Ltd(300001) in writing, the spin off listing complies with the relevant provisions of the rules for the spin off of listed companies on the listing of A-Shares of the subsidiaries of listed companies. The details are as follows:
（1） The spin off of listed companies shall meet the following conditions at the same time: 1 The listed company's shares have been listed in China for three years
On September 20, 2009, the CSRC issued the reply on approving Qingdao Tgood Electric Co.Ltd(300001) initial public offering and listing on the gem (zjxk [2009] No. 951), approving Qingdao Tgood Electric Co.Ltd(300001) public offering of no more than 35 million new shares. On October 24 of the same year, the Shenzhen Stock Exchange issued the notice on the listing of Qingdao Tgood Electric Co.Ltd(300001) RMB ordinary shares on the gem (SZS [2009] No. 110) and agreed that the RMB ordinary shares issued by Qingdao Tgood Electric Co.Ltd(300001) should be listed on the gem of the Shenzhen Stock Exchange. The stock is referred to as " Qingdao Tgood Electric Co.Ltd(300001) " and the stock code is " Qingdao Tgood Electric Co.Ltd(300001) " Qingdao Tgood Electric Co.Ltd(300001) was listed on Shenzhen Stock Exchange on October 30, 2009.
In conclusion, Jindu believes that Qingdao Tgood Electric Co.Ltd(300001) of the shares have been listed on the Shenzhen Stock Exchange in 2009, and its shares have been listed in China for three years. 2. The listed company has made continuous profits in the last three fiscal years
According to the audit report hxsz (2021) No. Cccg Real Estate Corporation Limited(000736) , audit report hxsz (2021) No. Nafine Chemical Industry Group Co.Ltd(000737) and audit report hxsz (2022) No. 000306, Qingdao Tgood Electric Co.Ltd(300001) 2019 In 2020 and 2021, the net profit attributable to the shareholders of the listed company (calculated by the lower value before and after deducting non recurring profits and losses) was 1218313 million yuan, 899808 million yuan and 1043272 million yuan respectively, with continuous profits in the last three fiscal years.
In conclusion, Kindu believes that Qingdao Tgood Electric Co.Ltd(300001) has made continuous profits in the last three fiscal years. 3. After deducting the net profits of the subsidiaries to be spun off according to the equity enjoyed by the listed company in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than RMB 600 million (the calculation of the net profits involved in these Rules shall be based on the lower value before and after deducting the non recurring profits and losses)
According to the audit report hxsz (2021) No. Cccg Real Estate Corporation Limited(000736) , the audit report hxsz (2021) No. Nafine Chemical Industry Group Co.Ltd(000737) , the audit report hxsz (2022) No. 000306 and the audit report hxsz (2022) No. 000314, after deducting the net profit of special calls according to equity in Qingdao Tgood Electric Co.Ltd(300001) 2019, 2020 and 2021, The net profit attributable to shareholders of the listed company (calculated by the lower value before and after deducting non recurring profits and losses) shall not be less than RMB 600 million (calculated by deducting non recurring profits and losses)
