About Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Major asset purchases and related party transactions
Supplementary legal opinion (III)
4 / F, block C, jiangdao zhicube, Xiankun Road, Jianye District, Nanjing post code: 210019
Tel: + 86 2583304480 Fax: + 86 2583329335
Jiangsu century Tongren law firm
About Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Major asset purchases and related party transactions
Supplementary legal opinion (III)
To: Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Jiangsu century Tongren law firm (hereinafter referred to as "the firm") accepts the entrustment of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as " Jiangsu Daybright Intelligent Electric Co.Ltd(300670) " or "listed company") to act as the special legal adviser for Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase, On January 23, 2022, Jiangsu century Tongren law firm issued the legal opinion on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transaction (Sutong lvzheng Zi No. [30]), and on March 1, 2022, Jiangsu century Tongren law firm issued the supplementary legal opinion on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transaction (I) On March 17, 2022, Jiangsu century Tongren law firm issued the supplementary legal opinion (II) on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transactions (hereinafter collectively referred to as the "original legal opinion"). This supplementary legal opinion is hereby issued in accordance with the requirements of the inquiry letter on the restructuring of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) issued by the management department of gem company of Shenzhen Stock Exchange on March 21, 2022 (GEM non licensed restructuring inquiry letter [2022] No. 5) (hereinafter referred to as the "inquiry letter").
Part I preface (lawyer's statement)
1、 Unless otherwise stated in this supplementary legal opinion, the abbreviation used in this supplementary legal opinion has the same meaning as that used in the original legal opinion.
2、 This supplementary legal opinion is a supplement to the original legal opinion and constitutes an integral part thereof.
The contents of the original legal opinion remain valid. In case of any inconsistency with this supplementary legal opinion, this supplementary legal opinion shall prevail.
3、 The premises, assumptions, statements and commitments of our legal opinion in the original legal opinion are also applicable to this supplementary legal opinion.
4、 This office and its handling lawyers issue this supplementary legal opinion in accordance with the requirements of relevant laws, regulations and relevant provisions of the CSRC and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The second part is the feedback on the inquiry letter
1、 The reply shows that on March 15, 2022, The listed company has received the resolution of the interim shareholders' meeting of Jiangsu Gulf Electric Technology Co., Ltd., the resolution of the interim shareholders' meeting of Jiangsu Gulf Electric Technology Co., Ltd. on restructuring the board of directors and the resolution of the interim shareholders' meeting of Jiangsu Zifu Enterprise Management Co., Ltd. (hereinafter referred to as the "shareholders' meeting resolution") issued by the executive partner of Shanghai ranjin enterprise management partnership (limited partnership), Taizhou Shengxin Venture Capital Management Co., Ltd. (hereinafter referred to as "Taizhou Shengxin") raised objections to the effectiveness of relevant resolutions of the shareholders' meeting and provided cooperation with Zheng xuezhou, Ningbo Meishan bonded port Baozhou equity investment partnership (limited partnership), Ningbo Meishan bonded port jinbaosheng investment management partnership (limited partnership), Ningbo Meishan bonded port jialichuang enterprise management partnership (limited partnership) Agreement on concerted action signed by Huzhou jiashuwen enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Zheng xuezhou and its Affiliates").
(1) The company is requested to ask relevant shareholders by letter to supplement the specific information of the above-mentioned shareholders' meeting, including the method and time of meeting notice, shareholders or shareholders' representatives and methods of attending the meeting, the corresponding proportion of voting rights, deliberation proposals, voting results, etc., whether the representatives of shareholders attending the meeting have the right to vote on behalf of shareholders, and whether the resolutions of the shareholders' meeting are legally effective. If so, what is the impact on the tripartite supplementary agreement with entry into force conditions reviewed and signed by Qianhai electric, Huajing Zifu, Huajing zero one and Huajing zero two, and whether it makes the transaction arrangements related to this major asset restructuring impossible to continue to be implemented; If not, please explain the judgment basis.
(2) Please supplement and disclose the main information of the agreement for concerted action, including the signing background and purpose, signing time, main terms, effectiveness of the agreement and actual performance after signing. Whether Zheng xuezhou and his related parties still recognize the effectiveness and constraints of the agreement on concerted action. If so, please explain whether the above-mentioned resolution of the shareholders' meeting is the true expression of Zheng xuezhou and his related parties, whether it is legal and effective, and its impact on the continued promotion of this transaction; If not, please explain the judgment basis.
(3) Please combine the latest true wishes of the dissenting shareholders of Gulf electric and Huajing Zifu on this major asset restructuring and the measures that have been taken, planned to be taken and may be taken. If litigation is involved, please explain the specific situation and progress of relevant litigation, analyze and explain the uncertainty of the continued implementation of this major asset restructuring transaction, and further analyze and explain that under the background of disputes and contradictions among the shareholders of the counterparty, The reasons and risk assessment of the company's continued promotion of this transaction may lead to major losses of the listed company.
Independent financial advisers and lawyers are invited to check and express clear opinions, and explain the verification process.
reply:
(I) the company is requested to ask relevant shareholders by letter to supplement the specific information of the above-mentioned shareholders' meeting, including the notice method and time of the meeting, the shareholders or shareholders' representatives attending the meeting and the way of attending the meeting, the corresponding proportion of voting rights, deliberation proposals, voting results, etc., whether the shareholders' representatives attending the meeting have the right to vote on behalf of shareholders, and whether the resolutions of the shareholders' meeting are legal and effective. If so, what is the impact on the tripartite supplementary agreement with entry into force conditions reviewed and signed by Qianhai electric, Huajing Zifu, Huajing zero one and Huajing zero two, and whether it makes the transaction arrangements related to this major asset restructuring impossible to continue to be implemented; If not, please explain the judgment basis.
1. Confirmation and reply of listed companies
(1) Gulf technology shareholders
The listed companies have respectively sent express or email to the shareholders of Gulf technology, Taizhou Shengxin, Xiaoxian Jiuyou equity investment fund partnership (limited partnership), Suqian Hunpu No. 2 investment center (limited partnership), Ningbo Free Trade Zone Keduo investment partnership (limited partnership), Suqian Hunpu hunjin No. 5 investment center (limited partnership), Shanghai Zhangting Investment Management Center (limited partnership) Fuzhou Development Zone Runze equity investment partnership (limited partnership), Qingdao anfulan industrial investment partnership (limited partnership) and Nanjing anfulan venture capital partnership (limited partnership) (other shareholders have confirmed through interview) issued the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology.
As of the issuance date of this supplementary legal opinion, the listed company has received Taizhou Shengxin, Fuzhou Development Zone Runze equity investment partnership (limited partnership), Suqian Hunpu No. 2 investment center (limited partnership), Suqian Hunpu hunjin No. 5 investment center (limited partnership), Shanghai Zhangting Investment Management Center (limited partnership), Nanjing anfulan venture capital partnership (limited partnership) Reply from Qingdao anfulan industrial investment enterprise (limited partnership). The replies and interviews are as follows:
Serial number shareholder name shareholding ratio reply or interview
1 Ningbo Meishan free trade port Baozhou equity investment partnership 34.35% no
(limited partnership)
2 Taizhou Shengxin Venture Capital Management Co., Ltd. 18.37% Yes No
3. Xiaoxian Jiuyou equity investment fund partnership (limited partnership) 10.34% no
4 Zheng xuezhou 6.16% no yes
5 Suqian Hunpu No.2 Investment Center (limited partnership) 4.92% Yes No
6 Huzhou jiashuwen enterprise management consulting partnership (limited 4.03% no)
(partner)
7 Ningbo Meishan free trade port jinbaosheng investment management partnership 3.79% no
(limited partnership)
8 jialichuang enterprise management partnership in Ningbo Meishan free trade port area 3.69% no
(limited partnership)
9. Ningbo Free Trade Zone Keduo investment partnership (limited partnership) 3.49% no
10 Huzhou Hanjin enterprise management consulting partnership (limited partnership) 2.48% no
11 Suqian Hunpu hunjin No. 5 investment center (limited partnership) 2.43% Yes No
12 Shanghai Zhangting Investment Management Center (limited partnership) 1.92% Yes No
13 Fuzhou Development Zone Runze equity investment partnership (1.69% Limited)
(partner)
14. 1.54% of Qingdao Avram industrial investment enterprise (limited partnership) Yes No
15 Nanjing aven venture capital partnership (limited partnership) 0.79% Yes No
Total 100% --
The reply to the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf Technology issued by Taizhou Shengxin on March 24, 2022 is as follows: "1. As the main shareholder of Gulf electric, our company has not received the notice of the above two shareholders' meetings of Gulf technology, nor sent representatives to attend the above shareholders' meetings. The time and method of the notice of the meeting, the shareholders or shareholders' representatives attending the meeting, the method of attending the meeting, the proportion of corresponding voting rights, the content of deliberation proposals and the voting results are unclear. The above-mentioned so-called" extraordinary shareholders' meeting " The formed resolution of the meeting is not the true intention of our company, the convening procedure is seriously illegal, and the resolution of the shareholders' meeting is invalid. 2. At present, our company recognizes the legal effect and binding force of the agreement on concerted action. Zheng xuezhou and relevant parties did not agree with our company on the voting opinions at the above two shareholders' meetings. Therefore, any "resolution" made at the above two shareholders' meetings is illegal. After signing the agreement on concerted action, Zheng xuezhou and relevant parties have maintained consistent voting opinions with our company at other board of directors or shareholders' meetings other than the above two shareholders' meetings, and the implementation is good. 3. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to ensure that the interests of minority shareholders and state-owned assets of listed companies are not damaged. "
On March 24, 2022, Fuzhou Development Zone Runze equity investment partnership (limited partnership) issued the reply to the inquiry about the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology, which reads: "1. As a shareholder of Gulf electric, our company participated in the above two shareholders' meetings of Gulf technology in the form of online meeting after receiving temporary telephone notice, and issued after stamping the above resolutions of the shareholders' meeting as required. Our company is not aware that Zheng xuezhou and Shengxin have a person acting in concert agreement. We are not clear about the way other shareholders or shareholders' representatives attend the meeting, the corresponding proportion of voting rights and voting results. If the convening procedure of this meeting is not in accordance with the articles of association, the resolution of the shareholders' meeting shall be invalid. 2. We agree to this asset restructuring project. "
On March 25, 2022, Suqian Hunpu No. 2 investment center (limited partnership) issued the reply to the inquiry about the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology, which reads: "1. As the main shareholder of Gulf electric, our company has not received the notice of the above two shareholders' meetings of Gulf technology, nor sent representatives to attend the above shareholders' meetings, and the time and method of the notice of the meeting, the shareholders or shareholders' representatives, the mode of participation, the corresponding proportion of voting rights, the content of the deliberation proposal and the voting results are unclear. 2. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to realize "Win win for listed companies, Gulf technology and shareholders."
Suqian Hunpu hunjin No. 5 investment center (limited partnership) issued the reply to the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology on March 25, 2022, which reads: "1. As the main shareholder of Gulf electric, our company has not received the notice of the above two shareholders' meetings of Gulf technology, nor sent representatives to attend the above shareholders' meetings, and the time and method of the notice of the meeting, the shareholders or shareholders' representatives, the mode of participation, the corresponding proportion of voting rights, the content of the deliberation proposal and the voting results are unclear. 2. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to realize "Win win for listed companies, Gulf technology and shareholders."
Shanghai Zhangting Investment Management Center (limited partnership) issued the reply to the inquiry on the two "interim shareholders' meeting resolutions" of Gulf technology on March 25, 2022, which reads: "1. As a shareholder of Gulf electric, our company is held by Zheng xuezhou through the Internet. I don't know whether other shareholders have received the notice of the meeting and whether the notice method is in line with the articles of association. I also don't know whether Zheng xuezhou and Taizhou Shengxin have the agreement on concerted action. If the notice procedure of the meeting is not in line with the articles of association and violates the agreement on concerted action between Zheng xuezhou and Taizhou Shengxin, our company will
