The exchange only gives opinions on legal issues related to Huaihe Energy (Group) Co.Ltd(600575) this transaction, and does not give opinions on accounting, auditing, asset evaluation and other non legal professional matters. We have fulfilled the necessary duty of care when quoting some data and conclusions of relevant accounting reports, audit reports and asset evaluation reports in this special verification opinion, but such quoting is not deemed as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The issuance of this special verification opinion has been guaranteed by the relevant parties as follows:
1. They have provided the original written materials, copy materials, photocopy materials, confirmation letters or certificates required by the firm to issue this special verification opinion to the firm and its lawyers.
2. The documents and materials provided to the firm and its lawyers are true, accurate, complete and effective without any concealment, falsehood, omission or misleading. If the documents and materials are copies or copies, they are consistent and consistent with the original and the original.
This special verification opinion is only used by the listed company for the purpose of replying to the inquiry letter and reporting to the Shanghai Stock Exchange, and shall not be used for any other purpose. The exchange agrees that the listed company shall quote the relevant contents of the special verification opinions when replying to the inquiry letter, but the listed company shall not cause legal ambiguity or misinterpretation due to the quotation.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following special verification opinions:
Question 1: the announcement shows that the company has implemented a major asset restructuring in 2019 and plans to absorb and merge Huainan Mining through non-public offering of shares and payment of cash. The relevant matters will be terminated in July 2020. The main reason is that the relevant ownership certificates of land, houses and other relevant ownership related to some production and operating assets of Huainan Mining subordinate enterprises have not been obtained as scheduled and are expected to be difficult to solve in the short term. The company is requested to make supplementary disclosure: (1) whether the reason for the termination of the previous reorganization of the target company, the performance of relevant procedures and relevant influencing factors have been eliminated; (2) In combination with the reasons for the previous termination, the company added whether the ownership of the assets involved in the reorganization was clear, whether there were substantive obstacles to the promotion of the transaction, and prompted risks. Financial advisers and lawyers are invited to express their opinions.
1、 Whether the reason for the termination of the previous reorganization of the target company, the performance of relevant procedures and relevant influencing factors have been eliminated
(I) reasons for termination of the previous reorganization
The listed company held the 18th meeting of the 6th board of directors on October 21, 2019, deliberated and adopted the proposal on the company's absorption and merger of Huainan Mining (Group) Co., Ltd. and issuance of shares to purchase assets and related party transactions, On October 22, 2019, it disclosed the plan for Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. to absorb and merge Huainan Mining (Group) Co., Ltd. and issue shares to purchase assets and related party transactions, which is intended to absorb and merge Huainan Mining (hereinafter referred to as the previous restructuring or the previous major asset restructuring). In the process of promoting the previous restructuring, the controlling shareholder Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd. (hereinafter referred to as Huaihe holding) of the target company sent a letter to the listed company on May 30, 2020 proposing to terminate the previous restructuring because the relevant ownership certificates such as land and real estate involved in some production and operation assets of the subordinate enterprises of the target company were not obtained on schedule and are expected to be difficult to solve in the short term. After negotiating with relevant parties and performing relevant procedures, the listed company disclosed the announcement on terminating major asset restructuring on July 1, 2020, and officially terminated the previous restructuring.
In conclusion, according to the indicative announcement of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the proposed termination of major asset restructuring disclosed by the listed company on May 31, 2020 and the resolution of the 22nd Meeting of the sixth board of directors made by the board of directors of the listed company on June 30, 2020, the reasons for the termination of the previous restructuring of the listed company are mainly the land involved in some production and operation assets of the subordinate enterprises of the target company Relevant ownership certificates such as real estate have not been obtained as scheduled and are expected to be difficult to solve in the short term.
(II) implementation of relevant procedures
According to the relevant announcements disclosed by the listed company, the termination of the previous restructuring of the listed company has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued their prior approval opinions and independent opinions. With regard to the absorption and merger, the company has signed the termination agreement with all parties to the previous restructuring transaction and held an investor briefing meeting. The implementation of relevant procedures is as follows:
1. Deliberation procedures of the board of directors
On June 30, 2020, the company held the 22nd Meeting of the 6th board of directors, deliberated and approved the proposal on terminating the company's major asset restructuring, and agreed to terminate the previous major asset restructuring. The company has disclosed the announcement on the resolution of the 22nd Meeting of the 6th board of directors on July 1, 2020.
2. Deliberation procedures of the board of supervisors
On June 30, 2020, the company held the 19th meeting of the sixth board of supervisors, deliberated and passed the proposal on terminating the company's major asset restructuring, and agreed to terminate the previous major asset restructuring. The company has disclosed the announcement on the resolution of the 19th meeting of the sixth board of supervisors on July 1, 2020.
3. Independent directors give prior approval opinions and independent opinions
On June 30, 2020, the independent directors of the listed company issued the independent opinions of the independent directors of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. on the termination of major asset restructuring, and expressed the following opinions on matters related to the termination of the previous Restructuring:
"1. The proposal on the termination of major asset restructuring of the company has been approved by us in advance before being submitted to the 22nd Meeting of the sixth board of directors for deliberation.
2. During the company's planning and promotion of this major asset reorganization, the company actively promoted the relevant work of this major asset reorganization in strict accordance with the relevant provisions of relevant laws, regulations and normative documents. Due to the failure to obtain the relevant ownership certificates of land, real estate and other related assets related to the production and operation of some subordinate enterprises of Huainan Mining (Group) Co., Ltd. as scheduled, and it is expected to be difficult to solve in the short term, according to the letter to terminate the major asset restructuring issued by Huaihe Energy (Group) Co.Ltd(600575) Holding Group Co., Ltd., after careful consideration, the company decided to terminate the major asset restructuring, And sign a termination agreement with all parties to the merger and acquisition transaction of this major asset reorganization; Meanwhile, according to the agreement on the termination of the agreement in the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II), "Party A (referring to the company) voluntarily announces the termination of the purchase of assets by issuing shares according to the objective situation", and the agreement on the effectiveness of the agreement, "The entry into force and implementation of the absorption and merger agreement (referring to the absorption and merger agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd.) signed in the previous reorganization) is the premise for the entry into force of the above agreement. Therefore, The company decided to terminate the agreement on purchasing assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on purchasing assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II), and not to issue shares to purchase 10.70% equity of huaikuang power and 50% equity of Yinhong energy.
3. According to the merger and absorption agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd., the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on the purchase of assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II) with effective conditions signed by the company and the trading parties on this major asset restructuring, This major asset restructuring can only come into force and be implemented after being deliberated and approved by the board of directors and the general meeting of shareholders and approved by the CSRC. The above-mentioned agreements related to this major asset restructuring do not meet the conditions for entry into force. This major asset restructuring plan has not officially come into force. The termination of this major asset restructuring has no material impact on the company.
4. The termination of this major asset restructuring is the result of the company's careful research. The relevant deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. It will not have a significant adverse impact on the company's production and operation activities and financial status, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
To sum up, we agree to terminate this major asset restructuring. "
4. Termination of relevant agreements
On June 30, 2020, the listed company, Huainan Mining and the counterparties signed the cancellation agreement of the merger and absorption agreement, and the parties decided to cancel the merger and absorption agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd. by consensus; At the same time, as the agreement on purchasing assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (I) and the agreement on purchasing assets by issuing shares of Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. (II) stipulate that one of the termination conditions is that the company voluntarily announces the termination of the issuance of shares to purchase assets, and the agreement takes the effectiveness and implementation of the absorption and merger agreement as one of the effective conditions, Therefore, the two agreements on issuing shares to purchase assets are terminated accordingly.
5. Hold investor briefing
On July 6, 2020, the listed company held an investor briefing on the termination of the previous restructuring through online communication on the network platform of Shanghai Stock Exchange, answered the questions raised by investors on the termination of the previous major asset restructuring, and disclosed the announcement on the convening of the investor briefing on the termination of major asset restructuring on July 7, 2020.
(III) whether relevant influencing factors have been eliminated
According to the land and real estate ownership certificate documents and details, description and confirmation provided by the subject company, Huainan Mining and its subsidiaries have newly obtained about 777800 square meters of land use ownership certificate and 98000 square meters of real estate ownership certificate from the termination of the previous restructuring to the date of issuance of this special verification opinion; As of the issuance date of this special verification opinion, the land use right certification rate of Huainan Mining and its subsidiaries has reached about 90.08%, and the real estate certification rate has reached about 87.62%.
According to the description provided by the subject company, Huainan Mining and its subsidiaries are actively promoting the certification work for the land that has not obtained the use certificate, including land cadastral mapping, submitting application materials for certification to the competent department of natural resources, etc., and have all obtained the supporting documents issued by the relevant administrative authorities that there is no dispute or dispute over the land ownership. According to the compliance certificate issued by Huainan natural resources and Planning Bureau, Fengtai natural resources and Planning Bureau, Changfeng natural resources and Planning Bureau, Yeji branch of Lu'an natural resources and Planning Bureau, Inner Mongolia Eerduosi Resources Co.Ltd(600295) Dongsheng District branch of natural resources bureau, Dalat banner natural resources bureau and Jungar banner Natural Resources Bureau, these unlicensed lands have gone through the necessary formalities according to law, Relevant companies are communicating with the competent administrative department and actively promoting the handling of certificates. The competent administrative department will cooperate with relevant companies in handling land use certificates. There are no substantive obstacles to the handling of certificates.
According to the instructions provided by the subject company, Huainan Mining and its subsidiaries are actively promoting the certification of the real estate that has not obtained the ownership certificate, including handling the use certificate of the land occupied by the real estate, applying to the competent planning department for re handling the planning / construction permit procedures, submitting the application materials for certification to the real estate registration department, etc, And the real estate with an area accounting for about 69% has obtained the certificate issued by the relevant competent department that there is no dispute or dispute over the ownership of the real estate. According to the compliance certificate issued by Huainan Bureau of natural resources and planning, Huainan real estate registration center, Fengtai County Bureau of natural resources and planning, Yeji branch of Lu'an Bureau of natural resources and planning, Inner Mongolia Eerduosi Resources Co.Ltd(600295) City real estate registration center, Dalat banner natural resources bureau and Jungar banner Natural Resources Bureau, these unlicensed properties are owned and normally used by relevant companies, and there is no dispute or dispute over ownership, Relevant companies are communicating with the competent administrative department and actively promoting the handling of the property ownership certificate without certificate. The competent administrative department will cooperate with relevant companies to handle the ownership certificate. There are no substantive obstacles to the relevant certificate handling work.
To sum up, according to the land and real estate ownership certificate and details, description and confirmation provided by the subject company, and the compliance certificate issued by the relevant land and real estate administrative department, as of the date of issuance of this special verification opinion, the subject company has made some progress in handling the land use right and real estate ownership certificate. For the land use right and real estate for which the ownership certificate has not been handled, the relevant competent department has confirmed, It will cooperate with relevant companies to handle ownership certificates, and there are no substantive obstacles to relevant certificate processing.
2、 In combination with the reasons for the previous termination, the company added whether the ownership of the assets involved in the reorganization was clear, whether there were substantive obstacles to the promotion of the transaction, and prompted risks
(I) whether the ownership of land, real estate and other assets involved in this reorganization is clear
The reason for the termination of the previous reorganization was that the relevant ownership certificates of land, real estate and other related production and operation assets of some subordinate enterprises of the target company were not obtained as scheduled. For this part of assets, as described in the above "I. reasons for the termination of the previous reorganization of the target company, performance of relevant procedures and whether relevant influencing factors have been eliminated", the target company has completed the handling of ownership certificates of some land use rights and real estate; All the land that has not been certified has obtained the certificate that there is no dispute or dispute over the land ownership issued by the relevant administrative department. The existing property with an area accounting for about 69% of the property that has not been certified has obtained the certificate that there is no dispute or dispute over the property ownership issued by the relevant administrative department. It is expected that there are no substantive obstacles to the relevant certification work.
(II) whether there are substantive obstacles to the promotion of the transaction
According to the land and real estate ownership certificate and details, description and confirmation provided by the subject company, the compliance certificate issued by the relevant land and real estate administrative department and the commitment letter issued by Huaihe holdings, as of the date of issuance of this special verification opinion, the subject company and its subsidiaries have used the land use right and real estate that have not obtained the ownership certificate normally and actively promoted the solution. The main measures include:
1. The target company and its subsidiaries are actively communicating and coordinating with the competent department to continue to promote the certification work.
2. For the land that has not obtained the use certificate, Huainan Mining and its subsidiaries have all obtained the compliance certificate issued by the relevant administrative department, confirming that there is no substantive obstacle to the handling of the relevant ownership certificate; For the real estate that has not obtained the real estate certificate, Huainan Mining and its subsidiaries have obtained the compliance certificate issued by Huainan natural resources and Planning Bureau, Huainan real estate registration center, Fengtai natural resources and Planning Bureau, Yeji branch of Lu'an natural resources and Planning Bureau, Inner Mongolia Eerduosi Resources Co.Ltd(600295) municipal real estate registration center, Dalat banner Natural Resources Bureau, Jungar banner natural resources bureau and other administrative departments, Confirm that there are no substantive obstacles to the handling of relevant ownership certificates.
3. The merger and absorption agreement between Huaihe Energy (Group) Co.Ltd(600575) (Group) Co., Ltd. and Huainan Mining (Group) Co., Ltd. (hereinafter referred to as the merger and absorption agreement) signed in this reorganization clearly stipulates the transfer of land use right and real estate ownership. Article 5 of the merger and absorption agreement stipulates that "since the closing date, the subject assets shall be legally owned and enjoyed by Party A (listed company)
