Shanghai SHANGZHENG Hengtai law firm
Matters concerning the occupation of non operating funds, performance compensation and cash dividend return of Yinyi Co.Ltd(000981) original controlling shareholders and related parties have been fully resolved
Legal opinion
March, 2002
Shanghai SHANGZHENG Hengtai law firm
Matters concerning the occupation of non operating funds, performance compensation and cash dividend return of Yinyi Co.Ltd(000981) original controlling shareholders and related parties have been fully resolved
Legal opinion
Shanghai SHANGZHENG Hengtai law firm (hereinafter referred to as "the firm") has accepted the entrustment of Yinyi Co.Ltd(000981) (hereinafter referred to as "Yinyi shares" or "the company") in accordance with the company law of the people's Republic of China, the enterprise bankruptcy law of the people's Republic of China, the measures for the administration of the acquisition of listed companies of the CSRC and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the trading rules) and other laws, regulations, normative documents (hereinafter referred to as the "laws and regulations") and the Yinyi Co.Ltd(000981) articles of association have all been resolved on the occupation of non operating funds, performance compensation and cash dividend return of the original controlling shareholders and related parties of Yinyi shares, Issue legal opinions. In order to issue this legal opinion, our lawyer declares as follows:
1. Our lawyers give legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations, rules and relevant normative documents of China.
2. In order to issue this legal opinion, our lawyers consulted the documents that we considered necessary for issuing this legal opinion, made inquiries or necessary discussions with relevant personnel on relevant matters, and finally relied on the documents, materials, statements and explanations provided by Yinyi shares and relevant parties to the exchange.
3. Before issuing this legal opinion, Yinyi shares has made the following guarantee to the exchange: the company has provided the exchange with all and true original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, and there is no falsehood, omission or concealment; If the documents are copies or copies, their contents shall be consistent with the original or the original; The documents and the signatures and seals on the documents are authentic; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized; The validity of the original of each document has not been revoked by relevant government departments within its validity period, and it is held by its respective legal holders on the date of issuance of this legal opinion.
4. In this legal opinion, our lawyers only express legal opinions on matters that have occurred or existed before the issuance date of this legal opinion and are related to the full settlement of the non operating capital occupation, performance compensation and cash dividend return of the original controlling shareholders and related parties of Yinyi shares. The reference of our lawyers to the contents of relevant professional documents in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the quoted contents and conclusions, and our lawyers do not have the professional qualification to check and judge these professional documents and the quoted contents.
5. This legal opinion is only for the purpose that Yinyi shares has fully solved the non operating capital occupation, performance compensation and cash dividend return of the original controlling shareholders and related parties of Yinyi shares, and shall not be used for any other purpose.
6. Our lawyers agree that Yinyi shares shall quote and disclose the contents of this legal opinion, but the above quotation or disclosure shall be comprehensive and accurate and shall not lead to errors and deviations in the understanding of this legal opinion.
Based on the above, in accordance with the provisions of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the office and the handling lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Overview of bankruptcy reorganization of Yinyi shares
On June 23, 2020, Ningbo intermediate people's Court of Zhejiang Province (hereinafter referred to as "Ningbo intermediate people's court") ruled to accept the application for reorganization of the company, and designated the Yinyi enterprise liquidation group composed of relevant government departments and relevant intermediaries as the temporary manager of the company. The company entered the reorganization procedure. The temporary manager of the company has voted to become the formal manager at the first creditors' meeting (hereinafter collectively referred to as the "manager").
On December 11, 2020, the second creditors' meeting and the investors' group meeting of the company were held, and the Yinyi Co.Ltd(000981) reorganization plan (Draft) and the investor's rights and interests adjustment plan of Yinyi Co.Ltd(000981) reorganization plan (Draft) were voted and approved respectively. On December 14, 2020, Ningbo intermediate people's court ruled to approve the reorganization plan and terminate the reorganization procedure of Yinyi shares.
According to the suggestive announcement on the implementation progress of the conversion of capital reserve into share capital and the resumption of trading of the company's shares disclosed by Yinyi shares on February 25, 2022, the conversion of capital reserve into share capital in this bankruptcy reorganization has been completed.
2、 Occupation of non operating funds
(I) basic information
On April 30, 2019, the company disclosed the suggestive announcement on other risk warning situations triggered by the occupation of funds by the company's controlling shareholders and their related parties and the suspension of trading of the company's shares. Through self-examination, the company found that there was the occupation of funds by Ningbo Yinyi Holding Co., Ltd. (hereinafter referred to as "Yinyi holding") and its related parties, That is, the accumulated capital occupation balance of the former controlling shareholder Yinyi holdings and its related parties was RMB 2.247 billion, accounting for 14.91% of the company's audited net assets in 2018.
(II) solutions and progress
1. The company disclosed the progress announcement on capital occupation on May 25, 2019. Yinyi holdings and its related parties have returned the occupied capital of HK $140 million (equivalent to RMB 1230586 million), and the balance of capital occupation is RMB 21247173 million.
2. The company disclosed the progress announcement on capital occupation on May 31, 2019. As of the disclosure date of the announcement, Yinyi holdings and its related parties have repaid the occupied capital of HK $140 million (equivalent to RMB 1230586 million) and RMB 31 million, and the balance of capital occupation is 20937173 million.
3. The company disclosed the progress announcement on capital occupation on June 13, 2019. As of the disclosure date of the announcement, Yinyi holdings and its related parties have repaid the occupied capital of HK $140 million (equivalent to RMB 1230586 million) and RMB 18842726 million, and the balance of capital occupation is RMB 193629 million.
4. On August 24 and September 16, 2019, the company disclosed the announcement on the debt repayment and related party transactions by controlling shareholders and the announcement on the completion of the transfer of the subject matter of debt repayment and related party transactions by controlling shareholders, Yin Yi Holdings Limited paid 434 million 31 thousand and 200 yuan for the 100% equity interest of its wholly owned subsidiary, Ningbo Puli se Electronics Co., Ltd. (hereinafter referred to as proucester). (Tianjian accounting firm (special general partnership) in the audit of the financial report of the annual report of 2019, reduced the price of pris 3 million 906 thousand yuan, and accordingly increased the amount of compensation payable 3 million 906 thousand yuan. That is, the actual compensation is 4379372 million yuan). After the above-mentioned debt repayment with assets is completed, the balance of fund occupation is 1498352800 yuan.
5. On September 29, 2019, Ningbo yingri metal products Co., Ltd. (hereinafter referred to as "Ningbo yingri metal") repaid 3 million yuan in cash, and then the balance of capital occupation was 149535800 yuan. 6. On December 4, 2019, the company disclosed the announcement on offsetting debts with assets by controlling shareholders and related party transactions. The company's subsidiary Ningbo Yinyi Real Estate Development Co., Ltd. (hereinafter referred to as "Ningbo Yinyi real estate") Ningbo Bangqi automatic transmission Co., Ltd. (hereinafter referred to as "Bangqi automatic transmission") and Xinjiang yinzhouxing International Trade City Co., Ltd. (hereinafter referred to as "Xinjiang yinzhouxing") signed the debt repayment agreement with Yinyi Group Co., Ltd. (hereinafter referred to as "Yinyi group") and Ningbo yingri metal, That is, Bangqi automatic transmission plans to transfer its 49% equity transfer payment of 3957473007 yuan to Xinjiang yinzhouxing of Yinyi group and Xinjiang yinzhouxing plans to transfer its profit sharing payment of 333012403 yuan to Ningbo Yinyi real estate, so as to compensate Ningbo yingri metal's partial share of 4290485410 yuan to Ningbo Yinyi real estate. After the above-mentioned debt repayment with assets is completed, the balance of capital occupation is 1452448000 yuan.
7. On December 17, 2019 and January 4, 2020, the company disclosed the announcement on signing the agreement on equity transfer and debt repayment with assets and related party transactions and the announcement on the completion of the transfer of ownership of the subject matter of debt repayment with assets and related party transactions by the controlling shareholder, Mr. Xiong Xuqiang, the former actual controller of the company, transferred the equity of Shanxi kaineng Mining Co., Ltd. (hereinafter referred to as "Shanxi kaineng") held by Ningbo Rusheng Industrial Co., Ltd. (hereinafter referred to as "Rusheng industry") under his control to the company. After that, the company nominally held 100% equity of Shanxi kaineng, of which 49% equity was used to compensate Yinyi holding and its related parties for 929650600 yuan, 51% equity guarantees the remaining payment obligations of Yinyi holdings and its related parties. After the above-mentioned debt repayment with assets is completed, the balance of fund occupation is 5227974 million yuan.
8. On March 10, 2020, Ningbo Zhuoyue Shenglong Industrial Technology Co., Ltd. repaid 3 million yuan in cash, and then the balance of capital occupation was 519797400 yuan.
9. According to the arrangement of the reorganization plan, after the original controlling shareholder and its related parties repay the occupied funds, Yinyi shares shall re transfer 51% equity of Shanxi kaineng to Rusheng industry. Meanwhile, the original controlling shareholder and its related parties can redeem the equity by paying the debt repayment amount corresponding to 49% equity of Shanxi kaineng. Therefore, in order to buy 100% equity of Shanxi kaineng under the name of Yinyi shares out of the company as a whole, the occupied amount of non operating funds to be paid off by the original controlling shareholder and its related parties is 144944798668 yuan, and the interest during the occupation period shall also be paid to Yinyi shares.
According to the arrangement of "1. 6.48 shares per 10 shares converted into shares" in (III) of "II. Investor equity adjustment plan" of the reorganization plan, "② complete performance compensation - return of cash dividends and solve the problem of capital occupation", A total of 1174433403 performance compensation shares and the remaining 3752927 converted shares not distributed to the original controlling shareholders and their controlling shareholders, a total of 1178186330 shares, will be transferred to solve the remaining problems such as the return of cash dividends and the occupation of non operating funds, The non operating funds used to repay the controlling shareholders and their related parties to Yinyi shares amounted to 144944798668 yuan and the corresponding interest.
The conditions for the reorganization investor to acquire the above shares include: 1) the cash consideration paid is used to repay the controlling shareholder and its related parties to the company and its subsidiaries with a total amount of 144944798668 yuan and corresponding interest, so as to completely solve the problem of fund occupation; 2) The remaining cash consideration paid is used to repay the cash dividends that should be returned by Ningbo Shengzhou and Tibet Yinyi to Yinyi shares, totaling 78641654700 yuan, and complete the obligation to return the cash dividends in full.
According to the suggestive announcement on the implementation progress of the conversion of the company's capital reserve into share capital and the resumption of trading of the company's shares disclosed by the company on February 25, 2022 and the suggestive announcement on the change of shareholders' equity and the change of controlling shareholders and actual controllers disclosed on February 28, 2022, At present, the plan of converting capital reserve into share capital in the company's reorganization plan has been implemented. At the same time, through the verification of the transfer of funds in the manager's account by our lawyers, from January 13, 2021 to the date of issuance of this legal opinion, the manager has paid a total of 260 Zhejiang Dingli Machinery Co.Ltd(603338) 059 yuan to the creditors and the company, This amount can cover the total consideration of 245047341405 yuan for the transferred shares transferred by the restructuring investors to solve the remaining problems such as the return of cash dividends and the occupation of non operating funds (the cash consideration of 144944798668 yuan and 21460888037 yuan of interest used to repay Yinyi shares is 166405686705 yuan in total).
In addition, the lawyer of the firm verified the enterprise information registered by Lingshi County market supervision and Administration Bureau and the announcement on the completion of the purchase and transfer of 100% equity of the subject assets offset by assets disclosed by the company on March 8, 2022. On March 4, 2022, the company has completed the industrial and commercial change procedures of Shanxi kaineng 100% equity listed company according to the arrangement of the reorganization plan, 100% of the equity of Shanxi kaineng has been wholly purchased and transferred to Rusheng industry, and the company no longer holds the equity of Shanxi kaineng.
In conclusion, the remaining problems of the occupation of non operating funds by Yinyi holdings and its related parties have been completely solved.
3、 Performance compensation and cash dividend return
(I) basic information
In January and November 2017, the company completed two major asset works of issuing shares to acquire 100% equity of Ningbo Haosheng Investment Co., Ltd. (hereinafter referred to as "Ningbo Haosheng") and 100% equity of Ningbo Dongfang Yisheng Investment Co., Ltd. (hereinafter referred to as "Dongfang Yisheng"). In view of the fact that the two restructuring targets Ningbo Haosheng and Dongfang Yisheng did not achieve 2017-
