Guohao law firm (Shanghai)
about
Shanghai Huaming Power Equipment Group Co., Ltd
And those acting in concert
Exemption from tender offer
of
Legal opinion
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25thFloor,GardenSquare,No.968WestBeijingRoad,Shanghai200041,China
Tel: + 862152341668 Fax: + 862152433320
Website: http://www.grandall.com.cn.
March 2022
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings: company, listed company and Huaming
Refers to Huaming Power Equipment Co.Ltd(002270)
Equipment controlling shareholder, Huaming group
Refers to Shanghai Huaming Power Equipment Group Co., Ltd
Purchaser, purchaser acting in concert, China
Refers to Shanghai Huaming Power Development Co., Ltd
Ming development
The non-public offering and the non-public offering of Huaming Power Equipment Co.Ltd(002270) to Huaming shall not exceed
finger
Subscribe for 136986301 (including) A shares
The subscription of Huaming development for this non-public offering shall not exceed
This subscription refers to
136986301 (including) A shares
This office refers to Guohao law firm (Shanghai)
This legal opinion of Guohao law firm (Shanghai) on Shanghai Huaming power refers to the legal opinion on the exemption of Equipment Group Co., Ltd. and its concerted actors from tender offer
CSRC refers to the China Securities Regulatory Commission
The Company Law refers to the company law of the people's Republic of China (revised in 2018)
Securities Law refers to the securities law of the people's Republic of China (revised in 2019)
The acquisition Measures refer to the administrative measures for the acquisition of listed companies (revised in 2020)
The people's Republic of China, and only for the purpose of this legal opinion, China means excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan
Guohao law firm (Shanghai)
About Shanghai Huaming Power Equipment Group Co., Ltd
And those acting in concert
Exemption from tender offer
Legal opinion
To: Huaming Power Equipment Co.Ltd(002270)
Guohao law firm (Shanghai) accepts the entrustment of Huaming Power Equipment Co.Ltd(002270) to act as the special legal adviser of Huaming Power Equipment Co.Ltd(002270) this non-public offering of a shares.
In accordance with the provisions of the company law, the securities law, the acquisition measures and other relevant laws, regulations and normative documents, our lawyers have issued this legal opinion on the matters related to the exemption from issuing an offer for the subscription of Huaming Power Equipment Co.Ltd(002270) this non-public offering of shares by Shanghai Huaming Power Development Co., Ltd.
The lawyer of our firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
(I) in accordance with the provisions of the securities law and other regulations and the facts that have occurred or exist before the date of issuance of the legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in the legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, And bear corresponding legal responsibilities;
(II) our lawyer agrees to take the legal opinion as the necessary legal document for Huaming Power Equipment Co.Ltd(002270) this non-public offering, report it together with other application materials, and is willing to bear corresponding legal liabilities.
(III) the purchaser and the person acting in concert of the purchaser guarantee that they have provided the lawyers of this firm with true, complete and effective original written materials, duplicate materials or oral testimony necessary for issuing legal opinions; (IV) for the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, the purchaser, the person acting in concert of the purchaser or other relevant units;
(V) our lawyers only express their opinions on the legal issues related to the purchaser and the purchaser acting in concert meeting the conditions for exemption from the offer, and do not express any opinions on the professional matters involved in accounting, audit, asset evaluation and so on. In this legal opinion, our lawyers cite some data or conclusions in the relevant accounting statements, audit and asset evaluation reports, unless our lawyers clearly express their opinions, It does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and our lawyers are not qualified to check and evaluate the contents of these documents;
(VI) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion; (VII) this legal opinion is only for the purpose of Huaming Power Equipment Co.Ltd(002270) this non-public offering and shall not be used for any other purpose.
text
1、 Basic information of the acquirer and its persons acting in concert
According to the business license, articles of association and the publicity information of the national enterprise credit information publicity system provided by the acquirer and its persons acting in concert, and verified by our lawyers, the basic information of the acquirer and its persons acting in concert is as follows: (I) basic information of Huaming group
Name: Shanghai Huaming Power Equipment Group Co., Ltd
Social Credit Code: 3743175310c
Legal representative: Xiao riming
Registered capital: 50 million yuan
Enterprise type: limited liability company (invested or controlled by natural person)
Address: No. 977, Tongpu Road, Putuo District, Shanghai
Business scope: power equipment installation and construction engineering, professional construction, investment and asset management, enterprise management consulting, corporate image planning, marketing planning, business information consulting, computer system integration and software and hardware development and sales (except for computer information system security products), computer technology consulting services, communication engineering, network engineering, real estate development, self owned house leasing.
[for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Date of establishment: September 4, 2003
Business term: September 4, 2003 to September 3, 2033
As of the date of issuance of this legal opinion, the shareholders of Huaming group are Xiao riming, Xiao Yi and Xiao Shen, who hold 20%, 40% and 40% of the equity of Huaming group respectively.
(II) basic situation of Huaming development
Company name: Shanghai Huaming Electric Power Development Co., Ltd
Unified social credit Code: 91310000ma1h3hpj1b
Legal representative: Xiao riming
Registered capital: 20 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Address: Building 1 and building 2, No. 333, Haiyang 1st Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
Business scope: general projects: research and development of efficient and energy-saving technologies in the power industry; Sales of power facilities and equipment; Enterprise management consulting; Corporate image planning; Marketing planning; Information consulting services (excluding licensed information consulting services); Information system integration service; Computer system services; Software development; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Technology development, technical consultation, technical services and technology transfer in the field of computer science and technology; Network technology services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed projects: 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. The specific business projects shall be subject to the approval documents or licenses of relevant departments]
Date of establishment: January 26, 2021
Business term: January 26, 2021 to January 25, 2041
As of the date of issuance of this legal opinion, the shareholder of Huaming development is a shareholder of Huaming group, holding 100% equity of Huaming development.
Upon the examination of the lawyers of the firm, there is no situation that Huaming group and Huaming development are not allowed to acquire listed companies as stipulated in Article 6 of the acquisition measures, and Huaming group and Huaming invention have the subject qualification as acquirers.
2、 Approval and authorization of this acquisition
(I) approval and authorization of listed companies
On July 13, 2021, the company held the 18th meeting of the 5th board of directors, deliberated and approved the proposal on the company's plan for non-public development of a shares, and decided to submit it to the general meeting of shareholders for deliberation.
On July 29, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company's plan for non-public development of a shares.
(II) approval and authorization of the purchaser
On July 13, 2021, Huaming Development held a shareholders' meeting, and its shareholder Huaming group deliberated and approved the plan of participating in Huaming Power Equipment Co.Ltd(002270) this non-public offering.
(III) approval of CSRC
On January 12, 2022, the CSRC issued the reply on approving Huaming Power Equipment Co.Ltd(002270) non-public Development Bank shares (zjxk [2022] No. 94), approving the issuer's non-public offering of no more than 136986301 new shares.
In conclusion, our lawyers believe that Huaming Power Equipment Co.Ltd(002270) has performed the authorization and approval required for this non-public offering at this stage; The acquirer and its persons acting in concert have performed the required decision-making procedures for this subscription.
3、 This acquisition is exempt from the provisions of the acquisition measures
In accordance with Article 63 (III) of the measures for the administration of acquisitions, "Under any of the following circumstances, the investor may be exempted from making an offer:... (III) with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer;...".
Verified by our lawyer:
1. As of the date of issuance of this legal opinion, the total share capital of Huaming Power Equipment Co.Ltd(002270) is 759239130 shares, of which, Huaming group holds Huaming Power Equipment Co.Ltd(002270) 253144534 shares in total, accounting for 33.34% of the total number of Huaming Power Equipment Co.Ltd(002270) shares, which is the controlling shareholder of Huaming Power Equipment Co.Ltd(002270) and Huaming development is the wholly-owned subsidiary of Huaming group and the person acting in concert of Huaming group.
2. According to the non-public offering plan adopted by the first extraordinary general meeting of shareholders in Huaming Power Equipment Co.Ltd(002270) 2021 and the commitment issued by Huaming development, Huaming development, as the specific object of this non-public offering, subscribes for the shares of Huaming Power Equipment Co.Ltd(002270) this non-public offering with a lock-in period of 36 months.
3. After deliberation by non affiliated shareholders, the first extraordinary general meeting of shareholders in Huaming Power Equipment Co.Ltd(002270) 2021 passed the proposal on requesting the general meeting of shareholders to approve the exemption of controlling shareholders and persons acting in concert from holding more shares of the company by means of offer, and agreed that the acquirer and persons acting in concert are exempted from issuing share purchase offer.
To sum up, our lawyers believe that this acquisition meets the conditions for exemption from tender offer application stipulated in Article 63 of the acquisition measures, and the acquirer and its persons acting in concert can be exempted from issuing tender offer to increase the shares of the company. 4、 Concluding observations
To sum up, our lawyers believe that this acquisition meets the conditions for exemption from tender offer application stipulated in Article 63 of the acquisition measures, and the acquirer and its persons acting in concert can be exempted from issuing tender offer to increase the shares of the company. (no text below)
Signature page
(there is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Shanghai) on the exemption of Shanghai Huaming Power Equipment Group Co., Ltd. and its concerted actors from tender offer)
This legal opinion is issued on March 20, 2022, in triplicate, without copies. Guohao law firm (Shanghai)
Person in charge: Li Qiang lawyer in charge: Liu Wei
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Lin Zhen
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