Inquiry letter of Beijing haotianxinhe (Jinan) law firm on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. by Shanghai Stock Exchange
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Special verification opinions
16 / F, building a3-5, Hanyu Golden Valley, No. 7000, jingshidong Road, high tech Zone, Jinan 250101 Tel: (0531) 88876911 Fax: (0531) 88876907
Beijing Haotian Xinhe (Jinan) law firm
Inquiry letter of Shanghai Stock Exchange on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
of
Special verification opinions
To: Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Beijing haotianxinhe (Jinan) law firm (hereinafter referred to as “the firm”) is entrusted by Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as ” Jinan High-Tech Development Co.Ltd(600807) ” or “the company”) as the special legal adviser for Jinan High-Tech Development Co.Ltd(600807) this major asset sale and related party transaction (hereinafter referred to as “the reorganization” or “the transaction”). According to the feedback requirements of the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (SSE Gong Han [2022] No. 0020) (hereinafter referred to as the “inquiry letter”) of Shanghai Stock Exchange, the relevant issues involved in the inquiry letter were verified and this special verification opinion was issued. With regard to the issuance of this special verification opinion, our lawyer hereby makes the following statement:
1. Our lawyers give special verification opinions according to the facts that have occurred or exist before the date of issuance of this special verification opinions, China’s current laws, regulations and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence of the lawyer industry, and these opinions are based on our lawyers’ understanding of relevant facts and relevant laws;
2. Our lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, regulations and normative documents, followed the principles of diligence and good faith, verified the relevant issues involved in the inquiry letter and issued special verification opinions. There are no false records, misleading statements and major omissions in the special verification opinions;
3. Our lawyers have been assured by the company that the company has provided us with the authentic original written materials, duplicate materials or oral testimony necessary for the issuance of this special verification opinion; There is no omission when the company provides documents to the exchange. The signatures and seals on all documents are true, and all copies or copies are consistent with the original;
4. For the fact that it is very important to issue this special verification opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant institutions to make judgments;
5. Our lawyers do not comment on audit, evaluation and other matters. The lawyer has no right to make any express or implied comments on the accuracy of the data and data mentioned in the audit report, nor does the lawyer have the right to make any explicit or implied comments on the financial statements;
6. The firm and its lawyers do not have the appropriate qualifications to determine the facts and express legal opinions on overseas legal matters. The contents of overseas legal matters involved in this special verification opinion are references to the pakingo seller’s legal due diligence report, supplementary report, memorandum and other documents issued by Allion law firm, which constitute the supporting materials of this special verification opinion.
7. Our lawyers agree that Jinan High-Tech Development Co.Ltd(600807) in the relevant documents of this transaction, the contents of this special verification opinion are quoted in part or in whole. However, when Jinan High-Tech Development Co.Ltd(600807) makes the above quotation, it shall not lead to legal ambiguity or misinterpretation due to quotation Jinan High-Tech Development Co.Ltd(600807) shall ensure to obtain the confirmation of the relevant contents from the firm and its lawyers before issuing the relevant documents, and inform the firm and its lawyers in time of any modification to the relevant documents;
8. This special verification opinion is only used by Jinan High-Tech Development Co.Ltd(600807) for the purpose of this transaction. Without the written consent of the exchange, this special verification opinion shall not be used for any other purpose;
9. Unless otherwise specified in the context, the abbreviation used in this special verification opinion has the same meaning as the abbreviation in the plan for sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Revised) (hereinafter referred to as the “plan”).
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1、 Question 3 of the inquiry letter About new horizontal competition. The plan shows that there is a certain degree of risk of horizontal competition after the completion of this transaction. Minkal Jinyuan, a wholly-owned subsidiary of the company, still holds Golddragon and fieldsfind mines, which overlaps with the enterprises controlled by the controlling shareholders in mining development. The above two mines have been in the state of shutdown and maintenance. The company and its controlling shareholders promise to transfer or continue to maintain the shutdown state through open market inquiry to avoid horizontal competition. The company is requested to make supplementary disclosure: (1) whether there are other mining development businesses under the controlling shareholder. If so, please disclose the details, and explain whether the new horizontal competition after the reorganization complies with the provisions of item (IV) of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and whether it complies with the commitment made by the controlling shareholder to avoid horizontal competition; (2) Explain the reason and rationality of your company’s failure to sell Golddragon and fieldsfind mines to the counterparty through this transaction, and whether there are other interest arrangements; (3) The starting time and specific reasons for the shutdown of Golddragon and fieldsfind mines. The company promises whether the measures to maintain the shutdown state and avoid horizontal competition will damage the interests of listed companies and minority shareholders if the two mines before the reorganization have not completed the external transfer; (4) Fully disclose the performance method, time limit, progress (if any), performance risk and restrictive measures in case of failure of the controlling shareholder to solve the commitment of horizontal competition. Lawyers and financial advisers are invited to express their opinions.
reply:
(I) whether there are other mining development businesses under the controlling shareholder. If so, please disclose the details, and explain whether the new horizontal competition after the reorganization meets the provisions of item (IV) of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, and whether it meets the commitment made by the controlling shareholder to avoid horizontal competition
It is verified that before the completion of this transaction, only Jinan High-Tech Development Co.Ltd(600807) controlling shareholders were engaged in mining development business through grafex limited, a subsidiary of Triton minerals Limited (securities code: ton), an Australian listed company with 34.01% shares held by Jigao International Investment Development Co., Ltd., and the three graphite projects held by them were located in Cape Delgado Province in northern Mozambique, Africa, including anquabe mining right, barama north mining right and barama south mining right.
The products produced by the above minerals are graphite minerals, which are significantly different from the product gold of nqm company; In addition, the above assets are located in Africa, which is also significantly different from Australia where nqm company is located in the regional market. Therefore, the above mines of the controlling shareholder do not constitute horizontal competition with the company.
After the completion of this transaction, the target company is expected to become a subordinate enterprise controlled by related parties, and the company will still keep the two mines of golden dragon mine and fields find currently held by its subsidiary mingal Jinyuan in the short term, which has a certain business overlap with the enterprise controlled by the controlling shareholder in mining development and other aspects. In order to avoid horizontal competition with related parties, the company plans to strip golden dragon mine and fields find mine together to avoid horizontal competition to the greatest extent. With regard to the stripping of golden dragon mine and fields find mine, the company started public inquiry and sale in May 2021, as follows:
(1) In May 2021, Jigao holding group agreed in principle that the company would give priority to selling golden dragon mine and fields find mine through public inquiry.
(2) On August 27, 2021, the 19th interim meeting of the 10th board of directors of the company deliberated and approved the proposal on considering the company’s plan to publicly sell some mining assets, and agreed that the company would sell Jinlong project in the overseas market in accordance with laws and regulations. As the matter involves temporary trade secrets, the company has gone through the internal approval procedure for the suspension of disclosure in accordance with the relevant provisions of the management system for information disclosure suspension and exemption of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd.
According to the company’s explanation, as of the date of issuance of this special verification opinion, according to the open market inquiry arrangement, two rounds of non binding and binding quotations have been completed, and the intended Party of the transaction has been preliminarily determined. Now the intended party is further carrying out due adjustment, and both parties negotiate the contents of the agreement. After the agreement is determined, the company will convene the board of directors to decide on the sale of the above mining assets and report it to Jigao holding group for filing and implementation. There are no substantive obstacles to the implementation of the above transactions, and the company is actively promoting the above transactions.
After the transfer of the mining business of golden mine and its subsidiaries, golden mine will not exist. With regard to the disposal of golden dragon mine and fields find mine, Jinan High-Tech Development Co.Ltd(600807) and hi tech urban construction and their concerted actors issued a commitment to actively promote the open market inquiry of golden dragon mine and fields find mine. For example, golden dragon mine and fields find mine cannot be transferred before the completion of this restructuring, and will continue to maintain the shutdown and maintenance status to avoid horizontal competition.
In conclusion, after the reorganization, Jinan High-Tech Development Co.Ltd(600807) does not have the mining development business that continues to be actually operated, and there is no substantial horizontal competition. Measures have been taken to peel off the assets with overlapping business in mining. After the stripping is completed, there will be no horizontal competition. Therefore, effective measures have been taken to prevent the new horizontal competition after the reorganization from violating the provisions of item (IV) of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, which is in line with the commitment made by the controlling shareholder to avoid horizontal competition.
(II) explain the reason and rationality of your company’s failure to sell Golden Dragon and fields find mines to the counterparty through this transaction, and whether there are other interest arrangements
According to the company’s description, the remaining reserves of Golden Dragon and fields find mines are mainly primary ores with high hardness. The existing mining, beneficiation and crushing equipment of minkal Jinyuan is mainly oriented to oxidized ores and does not have the mining and beneficiation capacity of primary ores. If subsequent mining needs further exploration and large equipment and capital investment, it is estimated that the project is no longer economical to continue mining by minkal Jinyuan itself, Therefore, it has entered the shutdown maintenance state in July 2019; At present, the counterparty of this transaction does not have the equipment and conditions for mining and beneficiation of primary ore, and it is not economical for the counterparty to mine after acquisition. After negotiation between the parties to this transaction, Golden Dragon and fields find mines are not sold to the counterparty in this transaction, and there are no other interest arrangements. (III) the starting time and specific reasons for the shutdown of Golden Dragon and fields find mines. The company promises that if the two mines before the reorganization fail to complete the external transfer, so as to maintain the shutdown state and avoid horizontal competition, will the measures harm the interests of listed companies and minority shareholders
According to the company’s description, a large number of exploration activities have been carried out in Golden Dragon Mining Area from 2009 to 2012. Mining and production activities began in 2013 and entered the shutdown and maintenance state at the end of July 2019; Fields find has carried out exploration since the end of 2015 and has not carried out mining and production activities so far; At present, Golden Dragon and fields find mines only carry out a small amount of exploration activities to maintain the survival of mining rights; The reasons for the shutdown of goldendragon and fields find mines are detailed in the reply to “question 3, second”.
Based on the above, the company plans to transfer golden dragon mine and fields find mine through public inquiry. Jigao holding group and high tech Urban Construction issued a commitment to actively promote the open market inquiry of golden dragon mine and fieldsfind mine. For example, golden dragon mine and fields find mine cannot be transferred before the completion of this restructuring, and will continue to maintain the shutdown and maintenance state, It also promises to complete the external transfer of Golden Dragon and fields find mines before June 30, 2023. If the external transfer is not completed before June 30, 2023, it will be disposed by means including but not limited to the acquisition of related parties to completely eliminate horizontal competition.
In conclusion, the company promises that if the two mines have not completed the external transfer before the completion of this restructuring, the measure to maintain the shutdown state and avoid horizontal competition is to maintain the operating asset value of Golden Dragon and fields find mines, and the relevant shutdown state will not harm the interests of listed companies and minority shareholders after the disposal period is specified.
(IV) fully disclose the performance method, time limit, progress (if any), performance risk and restrictive measures in case of failure of the controlling shareholder to solve the commitment of horizontal competition
After verification, the commitments issued by the controlling shareholder of the company to solve the horizontal competition are as follows:
(1) Commitment to solve horizontal competition issued on November 15, 2019
High tech urban construction and its concerted actors acquired the controlling interest of Shandong Tianye Hengji Co., Ltd. (i.e. Jinan High-Tech Development Co.Ltd(600807) predecessor) in April 2020. The controlling shareholder has certain business overlap with the listed company in real estate development, sales and property leasing business. In order to ensure the interests of listed companies and their minority shareholders,
