Guohao law firm (Shanghai)
About
Zhejiang Sunriver Culture Co.Ltd(600576)
Issue shares to purchase assets and raise matching funds and related party transactions
of
Supplementary legal opinion (II)
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 2152341668 Fax: + 86 2152341670
Website: http://www.grandall.com.cn.
April, 2002
Guohao law firm (Shanghai)
About Zhejiang Sunriver Culture Co.Ltd(600576)
Issuing shares to purchase assets and raising matching funds and related party transactions
Supplementary legal opinion (II)
To: Zhejiang Sunriver Culture Co.Ltd(600576)
According to the employment agreement of special legal counsel signed with Zhejiang Sunriver Culture Co.Ltd(600576) Guohao law firm (Shanghai), lawyers Li Qiang, Chen Yushen and Meng Yingying are appointed to act as special legal counsel in the project of purchasing assets through issuing shares and raising supporting funds and related party transactions of the listed company.
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 securities issuance of listed companies and other currently promulgated and effective laws, regulations and administrative rules, as well as the relevant normative documents of the China Securities Regulatory Commission and Shanghai Stock Exchange, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, Checked and verified the relevant documents and existing facts of Zhejiang Sunriver Culture Co.Ltd(600576) this transaction, and issued the legal opinion of Guohao law firm (Shanghai) on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the "legal opinion") on November 18, 2021, On December 6, 2021, the supplementary legal opinion (I) of Guohao law firm on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions was issued (hereinafter referred to as "supplementary legal opinion (I)", which together with the legal opinion is referred to as "original legal opinion").
According to the major facts and circumstances related to this transaction that have occurred or changed since the date of issuance of the legal opinion (hereinafter referred to as the "supplementary event period"), our lawyers now issue the supplementary legal opinion (II) of Guohao law firm on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the "supplementary legal opinion").
This supplementary legal opinion is a supplementary document to the original legal opinion and should be used together with the original legal opinion. In case of any inconsistency between this supplementary legal opinion and the original legal opinion, this supplementary legal opinion shall prevail. Unless otherwise specified, the abbreviation used in this supplementary legal opinion is consistent with the original legal opinion.
Section I Introduction
In order to issue this supplementary legal opinion, we and our lawyers hereby make the following statement:
(I) the lawyers of the firm shall express legal opinions in accordance with the facts that have occurred or existed before the issuance date of this supplementary legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC; In this supplementary legal opinion, the validity of certain matters or documents determined by the exchange is based on the applicable laws and regulations at the time of such matters, and also takes full account of the approval and confirmation given by relevant government departments.
(II) our lawyers' understanding and judgment of the relevant facts involved in this supplementary legal opinion ultimately depend on the documents, materials, statements and explanations provided to us by the listed company, the counterparty and the target company. Before issuing this supplementary legal opinion, the listed company, the counterparty and the target company have guaranteed the authenticity of the documents, materials, statements and explanations provided to us and our lawyers Completeness and accuracy, without false records, misleading statements or major omissions; For the fact that it is very important to issue this supplementary legal opinion and cannot be supported by independent evidence, the exchange relies on the certificates and explanatory documents issued by relevant government departments, parties to the transaction or other relevant units.
(III) in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, and the facts that have occurred or exist before the issuance date of this supplementary legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified the relevant legal matters of this transaction, Ensure that the facts identified in this supplementary 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 liabilities.
(IV) our lawyers agree to take this supplementary legal opinion as the necessary legal document for the listed company to report this transaction to the CSRC and other relevant regulatory authorities, report it together with the original legal opinion and other reporting materials, and be responsible for the legal opinion issued in accordance with the law.
(V) the lawyers of the exchange agree that the listed company may quote some or all of the contents of this supplementary legal opinion in relevant documents in accordance with the relevant provisions of the CSRC, but when the listed company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The listed company shall ensure to obtain the confirmation of the relevant contents from the exchange and its lawyers before issuing the relevant documents, and timely notify the exchange and its lawyers when making any modification to the relevant documents.
(VI) the exchange only gives legal opinions on the legality of this transaction and legal issues that have a significant impact on this transaction, and does not give opinions on accounting, audit, asset evaluation and other matters and reports related to this transaction. The quotation of some data or conclusions in relevant accounting statements, audit and asset evaluation reports in this supplementary legal opinion does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and we do not have the appropriate qualification to verify and evaluate the contents of these documents.
(VII) this supplementary legal opinion is only used by listed companies for the purpose of this transaction. Without the written consent of the exchange, this supplementary legal opinion shall not be used for any other purpose.
Section II main body
1、 Overall plan of this transaction
After verification by our lawyers, as of the issuance date of this supplementary legal opinion, the overall plan of this transaction has not changed, and the approval and authorization on this transaction made by the general meeting of shareholders of the issuer are still within the validity period.
Our lawyers believe that as of the issuance date of this supplementary legal opinion, the scheme of this transaction still complies with the provisions of the company law, the securities law, the reorganization management measures and other relevant laws and regulations.
2、 Subject qualification of all parties to this transaction
(I) issuer's subject qualification
As of February 28, 2022, the top ten shareholders of Zhejiang Sunriver Culture Co.Ltd(600576) and their holdings are as follows:
No. shareholder name number of shares (shares) equity ratio (%)
1 Zhejiang Xiangyuan Industrial Co., Ltd. 20678825833.39
2 The Pacific Securities Co.Ltd(601099) 40,049229 6.47
3 Xu Haiqing 233868003.78
4 Chen Fashu 169492602.74
5 Zhang Jie 144058002.33
6 Beijing Tianhou Dide Investment Management Center (limited partnership) 105897011.71
7 Shanghai Hengji puye Asset Management Co., Ltd. - Hengji puye 96109201.55 Jiegao No. 5 Private Securities Investment Fund
8 Mani 40992510.66
9 Xie Guoji 28627000.46
10 Chen Jihong 26100000.42
Total 33135191953.51
As of the issuance date of this supplementary legal opinion, except for the above circumstances, the contents described in "(I) issuer's subject qualification" of Part II of the legal opinion have not been changed or adjusted.
In conclusion, the lawyers of this firm believe that as of the date of issuance of this supplementary legal opinion, Zhejiang Sunriver Culture Co.Ltd(600576) is still a joint stock limited company established and effectively existing according to law, there is no situation that needs to be terminated in accordance with relevant laws and regulations or the articles of association, and is qualified to implement this transaction.
(II) subject qualification of the counterparty of this reorganization
According to the verification of our lawyers, as of the issuance date of this supplementary legal opinion, the counterparty of this reorganization is still Xiangyuan lvkai, and the contents described in "(II) the subject qualification of the counterparty of this reorganization" in part II of the legal opinion have not been changed or adjusted.
After verification, our lawyers believe that as of the issuance date of this supplementary legal opinion, Xiangyuan lvkai is still a limited liability company established and effectively existing according to law, there is no situation that needs to be terminated in accordance with relevant laws and regulations or its currently applicable articles of association, and is qualified to implement this reorganization.
(III) subject qualification of the subscriber of the raised supporting funds
After verification by our lawyers, as of the issuance date of this supplementary legal opinion, the contents stated in "(III) subject qualification of subscribers for raising supporting funds" in part II of the legal opinion have not been changed or adjusted.
3、 Approval and authorization of this transaction
(I) approved and authorized
1. Approval and authorization of listed companies
During the period of supplementary matters, the listed company further performed the following deliberation procedures on this transaction:
As stated in "I. approval and authorization of this transaction" in Section II of the supplementary legal opinion (I), on December 6, 2021, Zhejiang Sunriver Culture Co.Ltd(600576) held the fourth extraordinary general meeting of shareholders in 2021, The proposals related to this transaction, such as the proposal on the company meeting the conditions of issuing shares to purchase assets and raising supporting funds and related party transactions, the proposal on the company issuing shares to purchase assets and raising supporting funds and related party transactions, and the proposal on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions report (Draft) and its abstract, were deliberated and adopted, Related shareholders have avoided voting.
In order to ensure the validity of financial data, on April 1, 2022, Zhejiang Sunriver Culture Co.Ltd(600576) held the fourth meeting of the eighth board of directors, deliberated and approved the proposal related to this transaction, such as the proposal on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its summary, the proposal on approving this transaction and supplementing relevant audit reports and reference review reports, etc, Related directors abstain from voting. The independent directors approved the transaction plan in advance before it was submitted to the board of directors for voting, and expressed independent opinions on the transaction.
On April 1, 2022, the fourth meeting of the eighth board of supervisors of Zhejiang Sunriver Culture Co.Ltd(600576) deliberated and adopted the proposal on the report (Draft) (Revised Version) of Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions and its summary, the proposal on Approving the supplement of relevant audit reports and reference review reports of this transaction and other proposals related to this transaction.
2. Approval and authorization of the counterparty
During the period of supplementary matters, there is no change or adjustment in the approval and authorization obtained by the counterparty for this transaction. (II) approval and authorization required for this transaction
1. This transaction needs to be approved by the CSRC.
2. Other approvals or approvals that may be involved as required by relevant laws and regulations.
In conclusion, after verification, our lawyers believe that as of the issuance date of this supplementary legal opinion, in addition to the above authorization and approval, this transaction has obtained the necessary authorization and approval at this stage, and the authorization and approval obtained are legal and effective.
4、 Substantive conditions for this transaction
(I) this transaction meets the substantive conditions stipulated in the company law
According to the resolution of the fourth extraordinary general meeting of shareholders in Zhejiang Sunriver Culture Co.Ltd(600576) 2021, the resolution of the fourth meeting of the eighth board of directors, the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) (hereinafter referred to as "restructuring report (Draft) (Revised)") and other documents, and verified by the lawyers of the exchange, Zhejiang Sunriver Culture Co.Ltd(600576) the shares issued in this exchange are A-share ordinary shares, Each share has the same rights and the same price, which complies with the provisions of Article 126 of the company law. (II) this transaction complies with the provisions of the securities law
