Shanghai Fangda law firm
About Shanghai Zhongyida Co.Ltd(600610)
Supplementary legal opinion on issuing shares to purchase assets and raising supporting funds and related party transactions (2)
December 2021
FANGDAPARTNERS
Shanghai, Beijing, Shenzhen, Guangzhou, Hong Kong·
http://www.fangdalaw.com.
288 Shimen 1st Road, Shanghai, China e-mail: [email protected].
Taikoo Hui, 24 / F, tower 2, Hong Kong Industrial Center Tel.: 86-21-2208-1166
Postal Code: 200041 Fax: 86-21-5298-5599
24/F, HKRI Centre Two, HKRI Taikoo Hui
288 Shi Men Yi RoadShanghai 200041, China
Shanghai Fangda law firm
About Shanghai Zhongyida Co.Ltd(600610)
Issuing shares to purchase assets and raising supporting funds and related party transactions
Supplementary legal opinion (II)
To: Shanghai Zhongyida Co.Ltd(600610)
Shanghai Fangda law firm (hereinafter referred to as "the firm") is a law firm with the legal practice qualification of the people's Republic of China (hereinafter referred to as "China"). Entrusted by Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as " Shanghai Zhongyida Co.Ltd(600610) " or "listed company"), the exchange serves as the special legal adviser for the project of Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "this reorganization" or "this transaction").
On November 3, 2021 On November 22, 2021, the legal opinion of Shanghai Fangda law firm on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "legal opinion") and the legal opinion of Shanghai Fangda law firm on Shanghai Zhongyida Co.Ltd(600610) were issued on the relevant legal matters involved in Shanghai Zhongyida Co.Ltd(600610) this exchange Supplementary legal opinion (I) on issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as "supplementary legal opinion (I)"). The exchange is now on the major facts and circumstances related to the transaction after the issuance of the legal opinion and supplementary legal opinion (I), including the changes of relevant legal circumstances and other matters to be explained during the period from June 1, 2021 to September 30, 2021 (hereinafter referred to as the "specific period"), Issue this supplementary legal opinion (hereinafter referred to as "this supplementary legal opinion").
This supplementary legal opinion is an update and supplement to the legal opinion. The relevant statements and commitments in the legal opinion are applicable to this supplementary legal opinion.
Unless otherwise stated in this supplementary legal opinion, words defined in the legal opinion have the same meaning as those defined in the legal opinion when used in this supplementary legal opinion.
The exchange agrees to submit this supplementary legal opinion to the securities regulatory authority for examination together with other application materials as a necessary legal document for the listed company to apply for the exchange;
This supplementary legal opinion is only for the use of the listed company for the purpose of this transaction. Without the prior written consent of the exchange, this supplementary legal opinion shall not be provided to any third party, relied on by any third party, or used for any other purpose.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of initial public offering and listing, the measures for the administration of securities issuance of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies And the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and other applicable rules and regulations of government departments jointly issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Ministry of justice Normative documents and other relevant provisions of the CSRC (hereinafter collectively referred to as "Chinese laws and regulations") and other relevant provisions, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, we hereby issue the following supplementary legal opinions:
1、 This major asset restructuring plan
According to Shanghai Zhongyida Co.Ltd(600610) the resolution of the 6th meeting of the 8th board of directors held on November 3, 2021, the reorganization report (Draft), the agreement on issuing shares to purchase assets and its supplementary agreement and other relevant documents, the transaction plan includes: (I) issuing shares to purchase assets; （2） Raise supporting funds.
Shanghai Zhongyida Co.Ltd(600610) it is proposed to purchase 100% equity of Wengfu group jointly held by China Xinda, Xinfeng Huandong, Qianhai Huajian, Guizhou SASAC, Qiansheng state owned assets, SDIC mining, China Construction Bank Corporation(601939) , ICBC investment, Agricultural Bank of China investment and CCB investment by issuing shares. After the completion of this transaction, Shanghai Zhongyida Co.Ltd(600610) will hold 100% equity of Wengfu group; The raising of supporting funds is based on the transaction of issuing shares to buy assets, and its success does not affect the implementation of the transaction of issuing shares to buy assets.
According to Shanghai Zhongyida Co.Ltd(600610) , the written confirmation of Wengfu group and the verification of the handling lawyer of this office, the specific scheme of this major asset reorganization has not changed from the date of issuance of the legal opinion to the date of issuance of this supplementary legal opinion. 2、 The subject qualification of all parties involved in this transaction
2.1 listed companies
According to the written confirmation of the listed company and the verification of the handling lawyer of the exchange, the basic situation of the listed company has not changed from the date of issuing the legal opinion to the date of issuing the supplementary legal opinion.
2.2 counterparty
（1） China Construction Bank Corporation(601939)
According to the third quarter report of 2021 announced by China Construction Bank Corporation(601939) on Shanghai Stock Exchange and verified by our lawyers, as of September 30, 2021, the top ten shareholders of China Construction Bank Corporation(601939) were updated as follows:
Name of shareholder number of shares (shares) shareholding ratio (%)
142590494651 (H shares) 57.03
central huijin investment ltd
195941976 (A shares) 0.08
Hong Kong Central Clearing (agent) Co., Ltd. 93850825438 (H shares) 37.54
China Securities Finance Corporation 2189259672 (a share) 0.88
State Grid Corporation of China 1611413730 (H shares) 0.64
Yijia Investment Co., Ltd. 856000000 (H shares) 0.34
China Yangtze Power Co.Ltd(600900) 657296730 (H shares) 0.26
Hong Kong Central Clearing Company Limited 540301112 (A shares) 0.22
Central Huijin Asset Management Co., Ltd. 496639800 (A shares) 0.20
China Baowu iron and Steel Group Co., Ltd. 335000000 (H shares) 0.13
Taiping Life Insurance Co., Ltd. - traditional general insurance 168783482 (A shares) 0.07
Insurance products - 022l-ct001 Shanghai
(2) Qiansheng state owned assets
On December 21, 2020, according to the notice of the Provincial Department of finance, the Provincial Department of human resources and social security and the provincial SASAC on matters related to the transfer of some state-owned capital to enrich the social security fund (qcg [2020] No. 286), issued by the Guizhou Provincial Department of finance, the Guizhou Provincial Department of human resources and social security and the Guizhou provincial SASAC, Guizhou SASAC transferred 10% of the state-owned equity of 15 enterprises, including Qiansheng state-owned assets, to Guizhou Financial Holding Group Co., Ltd. (Guizhou Guimin Investment Group Co., Ltd.) for one-time free of charge for special account management. According to the above notice, the transfer scale of sub state-owned shares of Qiansheng state-owned capital is 542.896 million yuan (taking December 31, 2019 as the transfer base date), accounting for 10% of the registered capital of Qiansheng state-owned assets at the time of issuing the above notice. Qiansheng state owned assets completed the above transfer industrial and commercial change registration on December 10, 2021.
Meanwhile, before the completion of industrial and commercial change registration after the above transfer benchmark date, the shareholders of Qiansheng state-owned assets increased the capital of Qiansheng state-owned assets. Therefore, according to the reply of Guizhou SASAC on Approving the amendment of the articles of association of Guizhou Qiansheng state owned Assets Management Co., Ltd. issued by Guizhou SASAC on August 19, 2021 and the corresponding amended articles of association of Qiansheng state owned Assets Management Co., Ltd., after the completion of the above transfer industrial and commercial change registration, the shareholders and equity structure of Qiansheng state owned assets are as follows:
Name of shareholder contribution (10000 yuan) shareholding ratio (%)
Guizhou SASAC 520048.6090.55
Guizhou Financial Holding Group Co., Ltd
54289.609.45 (Guizhou Guimin Investment Group Co., Ltd.)
Liability company)
Total 574338.20100
Except for the above circumstances, from the date of issuance of the legal opinion to the date of issuance of this supplementary legal opinion, the basic information of each counterparty disclosed in the legal opinion has not changed, and each counterparty is a valid legal entity. 3、 Approval and authorization of this transaction
3.1 newly obtained approval and authorization for this transaction
After verification, from the date of issuance of the supplementary legal opinion (I) to the date of issuance of this supplementary legal opinion, the new approval and authorization progress of this transaction are as follows:
1. The listed company held the 9th meeting of the 8th board of directors on December 30, 2021 to consider and approve the proposal on Approving the extended audit report and reference audit report of this transaction and the proposal on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions report (Draft) (Revised) and its summary. The related directors have avoided voting, Independent directors have given prior approval opinions and independent opinions on relevant matters;
2. On December 6, 2021, the State Administration of Market Supervision issued the notice on the filing of antitrust review on business concentration (antitrust filing [2021] No. 678), which filed the case of Shanghai Zhongyida Co.Ltd(600610) acquiring the equity of Wengfu group. 3.2 approval procedures to be performed for this transaction
As of the date of issuance of this supplementary legal opinion, this transaction still needs to be approved by the CSRC and approved by the concentration antitrust examination of the antitrust bureau of the state market supervision and administration.
In conclusion, the handling lawyer of the exchange believes that the transaction has obtained the necessary approval and authorization up to now, and the relevant approval and authorization are legal and effective; This transaction can be implemented only after it is approved by the CSRC and passed the anti-monopoly examination of business concentration by the Anti Monopoly Bureau of the state market supervision and administration. 4、 Relevant agreements of this transaction
According to the written confirmation of Shanghai Zhongyida Co.Ltd(600610) and the verification of the handling lawyer of the exchange, the relevant agreements involved in this transaction have not changed from the date of issuance of the legal opinion to the date of issuance of this supplementary legal opinion. 5、 Underlying assets of this transaction
According to the information provided by the target company and verified by the handling lawyer of the exchange, the changes in matters related to the target assets disclosed in the legal opinion are as follows:
5.1 foreign investment
(1) New foreign investment
According to the information provided by the subject company and after verification, compared with the legal opinion, the subject company has established a new secondary holding subsidiary Guizhou Furui new materials Co., Ltd., as follows:
registered capital
corporate name
