Guohao law firm (Shanghai)
About
Of Baoxiniao Holding Co.Ltd(002154) acquisition Report
Legal opinion
Beijing Shanghai Shenzhen Hangzhou Tianjin Kunming Guangzhou Ningbo Fuzhou Xi'an Nanjing Nanning Hong Kong Paris Madrid
Address: floor 23-25, Jiadi center, No. 968, Beijing West Road, Shanghai zip code: 200041
Tel: 021-52341668 Fax: 021-62676960
website: http://www.grandall.com..cn.
January 2022
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Baoxiniao Holding Co.Ltd(002154) , listed on Shenzhen Stock Exchange, stock Baoxiniao Holding Co.Ltd(002154) , listed company and company refer to
Code: 002154
Acquirer refers to Wu Zhize
Persons acting in concert refer to Wu Tingting and Shanghai Jinsha Investment Co., Ltd
This acquisition of Wu Zhize's subscription for Baoxiniao Holding Co.Ltd(002154) non-public shares refers to
behavior
This non-public offering refers to Baoxiniao Holding Co.Ltd(002154) non-public offering of shares
Shanghai Golden yarn refers to Shanghai Golden yarn Investment Co., Ltd
The actual controller refers to Wu Zhize and the persons acting in concert, Wu Tingting and Shanghai Jinsha
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Acquisition report refers to the Baoxiniao Holding Co.Ltd(002154) acquisition report
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
The standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 and the standards for information disclosure No. 16 refer to
——Report on acquisition of listed companies
The people's Republic of China, for the needs of this lawyer's work report, excluding Hong Kong and China
Special Administrative Region, Macao Special Administrative Region and Taiwan
Guohao law firm (Shanghai)
Legal opinion on Baoxiniao Holding Co.Ltd(002154) acquisition report section I introduction of legal opinion
The lawyers of the firm give legal opinions according to the facts that have occurred or existed before the date of issuance of the legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declare as follows:
(i) In accordance with the securities law, the measures for the administration of securities business of law firms, the rules for the implementation of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
（2） Our lawyers agree to publicly disclose this legal opinion as a necessary legal document for this acquisition, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of the contents of the legal opinion issued by our lawyers.
（3） For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons, as well as the handling lawyers to identify the letters and interview results of relevant departments or persons.
（4） The company has guaranteed that it has provided all relevant factual materials necessary for the issuance of this legal opinion to the exchange, that the relevant written materials and written testimony are true and effective, without any major omissions and misleading statements, and that the copies provided are consistent with the original.
（5） This legal opinion only expresses opinions on matters related to the acquisition and does not express opinions on other non legal matters.
（6） This legal opinion is only used for the purpose of this acquisition and shall not be used for any other purpose.
Section II main body
1、 Basic information of the acquirer and its persons acting in concert
According to the identity documents provided by Wu Zhize and Wu Tingting and the business license (Unified Social Credit Code: 9131010556479810x8) provided by Shanghai Jinsha, the basic information of the acquirer and its persons acting in concert is as follows:
(i) Purchaser
Wu Zhize, male, China nationality, ID number 3303241960********, residence in Lucheng District of Wenzhou city Zhejiang province * * * * *.
According to the commitment issued by Wu Zhize and verified by our lawyers, Wu Zhize is not allowed to acquire a listed company as stipulated in Article 6 of the administrative measures for the acquisition of listed companies:
1. The acquirer has a large amount of debt, which is not paid off when due and is in a continuous state;
2. The acquirer has committed or is suspected of having committed major illegal acts in the last three years;
3. The acquirer has committed serious dishonesty in the securities market in the past three years;
4. If the purchaser is a natural person, there are circumstances specified in Article 146 of the company law;
5. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, Wu Zhize is not prohibited from acquiring a listed company as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies, and has the legal qualification of subscription subject.
（2） Concerted action of the acquirer
1. Ting Ting Wu
Wu Tingting, female, China nationality, ID number 3303021989********, Changning District, Shanghai * * * * *.
Company name: Shanghai Jinsha Investment Co., Ltd
Unified social credit Code: 9131010556479810x8
Address: Room 501, No. 6, Lane 168, Linhong Road, Changning District, Shanghai
Legal representative: Wu Tingting
Type: limited liability company (invested or controlled by natural person)
Registered capital: 20 million yuan
Date of establishment: November 16, 2010
Business term: November 16, 2010 to November 15, 2040
Industrial investment, investment management, asset management, investment consulting (the above four items shall not be engaged in banking, business scope, securities and insurance business), business consulting. [for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments]
Ownership structure Wu Zhize holds 73.50% and Wu Tingting holds 26.50%
2、 Acquisition decision and purpose
(i) Acquisition purpose
According to the acquisition report and relevant instructions issued by the acquirer, the purpose of this acquisition is as follows:
Stable control is very important for the company to maintain long-term and healthy development. Before this offering, Wu Zhize directly held 10.35% of the company's shares, and its concerted actors Wu Tingting and Shanghai Jinsha held 15.24% and 0.20% of the company's shares respectively. The actual controllers Wu Zhize, Wu Tingting and Shanghai Jinsha jointly controlled 25.80% of the voting rights of the company, which was at a low level. Wu Zhize, the actual controller of the company, shares the long-term interests of the company. By subscribing for the non-public offering, Wu Zhize's shareholding ratio and the voting right ratio controlled by the actual controller of the company can be improved, which further enhances the stability of the company's control and consolidates the control position of the actual controller. At the same time, the actual controller's subscription for the company's non-public offering of shares demonstrates its firm confidence in the textile and garment industry and the company's future development prospects, which is conducive to the long-term and stable development of the company.
（2） Plans to continue to increase or dispose of existing equity shares in the next 12 months
The purchaser has promised not to transfer the shares obtained by subscribing for the non-public offering within 3 years after the completion of the acquisition.
According to the acquisition report and the instructions of the acquirer and its persons acting in concert, except for this transaction, as of the signing date of the acquisition report, the acquirer and its persons acting in concert have no plan to continue to increase the shares of the listed company or dispose of their equity shares in the next 12 months. If the acquirer and its persons acting in concert make a decision to increase or reduce the shares of the listed company, they will timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations.
（3） Relevant procedures for the performance of this acquisition
1. In May 2021, the company and Wu Zhize signed the Baoxiniao Holding Co.Ltd(002154) non-public development bank stock subscription agreement with effective conditions, which agreed on the subscription price, subscription quantity, subscription amount, subscription method and sales restriction period of the issued shares;
2. On May 10, 2021, the company held the 12th meeting of the 7th board of directors and passed the proposal on the company's compliance with the conditions for non-public development of shares, the proposal on the company's non-public development of shares, the plan for non-public development of shares in 2021, and the feasibility analysis report on the use of funds raised by non-public development of shares in 2021 The proposal on the non-public Development Bank's shares constituting connected transactions, the proposal on the signing of the non-public Development Bank's share subscription agreement with effective conditions between the company and the subscription object, the proposal on submitting to the general meeting of shareholders to approve the increase of the company's shares held by the company's actual controller from issuing an offer The proposal on the diluted immediate return and filling measures of the non-public Development Bank's shares and the commitments of relevant subjects, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public Development Bank's shares, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares Proposal on convening the fourth extraordinary general meeting of shareholders in 2020;
3. On May 27, 2021, the company held the third extraordinary general meeting of shareholders in 2021, at which the above-mentioned proposals related to the non-public offering submitted by the board of directors were passed by vote one by one;
4. On June 25, 2021, according to the profit distribution in 2020, the company held the 13th meeting of the seventh board of directors to adjust the relevant proposals of non-public offering of shares. Wu Zhize signed the supplementary agreement of conditional effective share subscription agreement with the company on the adjusted issuance plan on that day;
5. On August 19, 2021, according to the reduction of financial investment, the company held the 14th meeting of the seventh board of directors to adjust the relevant proposals of non-public offering of shares. Wu Zhize signed supplementary agreement II of conditional effective share subscription agreement with the company on the adjusted issuance plan on that day;
6. On October 14, 2021, the company held the seventh meeting according to the profit distribution in the half year of 2021
The 16th session of the board of directors adjusted the relevant proposals on non-public offering of shares, and Wu Zhize and
The company signed the Supplementary Agreement III to the conditional effective share subscription agreement on the adjusted issuance plan;
7. On November 8, 2021, China Securities Regulatory Commission issued the approval of Baoxiniao Holding Co.Ltd(002154) Holding Co., Ltd
The company's reply to the non-public offering of shares (zjxk [2021] No. 3477) approved the non-public offering of the company
More than 273170198 new shares. The reply shall be valid within 12 months from the date of approval of issuance.
Accordingly, our lawyers believe that necessary legal procedures have been performed for this acquisition.
3、 Acquisition mode
(i) Proportion of shares of listed companies held by the acquirer and its persons acting in concert before and after the acquisition
Before this acquisition, Wu Zhize directly held 10.35% of the company's shares, and its concerted actors were Wu Tingting
Shanghai Jinsha holds 15.24% and 0.20% of the shares of the company respectively, and Wu Zhize, Wu Tingting and Shanghai Jinsha jointly hold 25.80% of the shares of the company, which are the actual controllers of the company.
The number of shares in this non-public offering is 241721855. After the acquisition, Wu zhizezhi
The proportion of shares held by the company will increase to 25.20%,
