Beijing Zhonglun law firm
About exemption of Zhao Feng and his persons acting in concert from tender offer
Legal opinion
January 2002
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Beijing Zhonglun law firm
About exemption of Zhao Feng and his persons acting in concert from tender offer
Legal opinion
To: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted as the legal adviser of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as ” Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) “, “issuer” or “the company”) on the non-public offering of shares (hereinafter referred to as “the offering”). Whereas Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as “Fengqi investment”) controlled by Zhao Feng, the actual controller of the issuer, intends to subscribe for Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) the shares issued this time (hereinafter referred to as “this subscription”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) In accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of the acquisition of listed companies and other relevant laws, regulations and normative documents, this legal opinion is hereby issued on the matters related to the exemption of Zhao Feng and his concerted actors from tender offer.
With regard to this legal opinion, our lawyer makes the following statement:
1. Our lawyers express their opinions in accordance with 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 Shenzhen Stock Exchange, and these opinions are based on our lawyers’ understanding of the relevant facts and the understanding of the relevant laws.
2. In order to issue this legal opinion, our lawyers reviewed the originals, copies or copies of documents and materials related to the issuance of this legal opinion provided by the relevant parties, listened to the statements and explanations of the above parties on relevant facts, and conducted necessary verification and verification on relevant issues. The relevant parties have made the following commitments and guarantees to our lawyers: all legal documents and materials (including but not limited to original written materials, duplicate materials or oral testimony) provided to our lawyers for issuing this legal opinion are complete, true and effective, and all facts have been disclosed to our lawyers without any concealment, omission Where it is false or misleading, the copies or copies of the documents provided are consistent with the original or the original, and the signatures and seals of such documents are true, and the signatories of such documents have legally authorized and effectively signed such documents. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting materials issued by relevant government departments, issuers or other relevant units to make judgment, and issues this legal opinion accordingly.
3. This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The bourse agrees that the issuer shall disclose the information of this legal opinion together with other application materials, and bear corresponding legal liabilities for the legal opinions issued by the bourse according to law.
Based on the above statement, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers give the following legal opinions on relevant matters:
1、 Subject qualification of this subscription
(I) basic information of Zhao Feng
According to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) ‘s copy of Zhao Feng’s identity card, Zhao Feng is a Chinese natural person with an ID number of 430626198208******, and the address is Futian District * * * * * * *, Futian District, China, and is the current chairman of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) in Shenzhen.
(II) basic information of Fengqi investment
According to the business license provided by Fengqi investment and registered in the national enterprise credit information publicity system by our lawyer（ http://www.gsxt.gov.cn./ ）Through inquiry, as of the date of issuance of this legal opinion, the basic information of Fengqi investment is as follows:
Company name: Shenzhen Fengqi Investment Co., Ltd
Unified social credit code 91440300ma5fryf056
Legal representative: Zhao Feng
Address: humon land, No. 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
2601-a1, 26th floor, building
Registered capital: RMB 500 million
Company type: limited liability company (sole proprietorship of legal person)
Investment in industry (specific projects will be reported separately), investment consultation and venture capital. Business scope (excluding items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items)
The project can only be operated after obtaining permission).
Date of establishment: September 5, 2019
Operating period: no fixed term
According to the articles of association of Shenzhen Fengqi Investment Co., Ltd. and through our lawyers, log in to the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./ ）According to the inquiry, as of the date of issuance of this legal opinion, the equity structure of Fengqi investment is as follows:
No. contribution amount of shareholders (10000 yuan) contribution proportion (%)
1 Shenzhen Fengqi Holding Group Co., Ltd. 50000 100.00
Total 50000 100.00
(III) there is no situation that listed companies shall not be acquired as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies
According to the information provided by Zhao Feng and Fengqi investment and the letter of commitment issued by Zhao Feng and Fengqi investment and verified by our lawyers, as of the date of issuance of this legal opinion, Zhao Feng and Fengqi investment do not have the following circumstances that it is not allowed to acquire a listed company as stipulated in article 6 of the measures for the administration of the acquisition of listed companies:
1. Bear a large amount of debt, which is not paid off when due and is in a continuous state;
2. Major violations or suspected major violations in the last three years;
3. Serious dishonesty in the securities market in the last three years;
4. If the purchaser is a natural person, there are circumstances specified in Article 146 of the company law;
5. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, Fengqi investment is an enterprise established and effectively existing according to law. Zhao Feng is a Chinese natural person with full civil capacity. There is no situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies, and he has the subject qualification to be exempted from making an offer.
2、 Shareholding of Zhao Feng and persons acting in concert
Before the issuance, Qingdao Fengqi environmental protection new energy technology Co., Ltd. (hereinafter referred to as “Qingdao Fengqi”, formerly known as “Qingdao chuangjiang environmental protection new energy technology Co., Ltd.) controlled by Zhao Feng held Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) 40000000 shares (accounting for 6.45% of the total share capital of the issuer before the Issuance). Meanwhile, according to the voting power entrustment agreement signed between Qingdao Fengqi and Sichuan Shengbang chuangheng Enterprise Management Co., Ltd. (hereinafter referred to as “Sichuan Shengbang”), Qingdao Fengqi is entrusted to exercise the voting rights corresponding to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) 115848000 shares currently held by Sichuan Shengbang (accounting for 18.67% of the total share capital of the issuer before the issuance). Before this offering, Qingdao Fengqi could control the voting rights of 155848000 shares of the issuer, which accounted for 25.11% of the total share capital of the issuer. According to the conditional effective share subscription agreement signed between the issuer and Fengqi investment for this subscription, Fengqi investment plans to subscribe for no more than 186171120 shares issued by the issuer at the price of RMB 5.23 per share. After the issuance is approved by China Securities Regulatory Commission and completed according to law, Zhao Feng will jointly control Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) 226171120 shares with Qingdao Fengqi through Fengqi investment, and Qingdao Fengqi is entrusted to exercise the voting rights corresponding to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) 115848000 shares through the voting right entrustment agreement, that is, Zhao Feng will directly hold shares with Qingdao Fengqi through Fengqi investment The voting right entrustment agreement controls the voting rights corresponding to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) 342019120 shares in total, which account for 42.40% of the total share capital of the issuer after this issuance.
According to the information and instructions provided by the company, as of the date of issuance of this legal opinion, as Sichuan Shengbang cooperated with the public security organ to investigate the relevant matters of Minchuang Holding Group Co., Ltd., the 83848000 shares held by Sichuan Shengbang entrusted by Qingdao Fengqi to exercise the voting right have been applied for freezing by Jiang’an branch of Wuhan Public Security Bureau; In addition, because Jiang’an branch of Wuhan Public Security Bureau believes that Qingdao Fengqi has not paid the share transfer payment of 65 million yuan to Sichuan Shengbang, it has also applied for the freezing of 13 million shares held by Qingdao Fengqi. If the frozen shares are judicially disposed of, it will lead to the approval of China Securities Regulatory Commission and the completion of the issuance according to law, Zhao Feng changed the number of shares corresponding to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) voting rights controlled by Fengqi investment and Qingdao Fengqi’s direct shareholding and voting right entrustment agreement to 245171120 shares, which accounted for 30.39% of the total share capital of the issuer after this issuance, still more than 30%.
3、 Analysis on whether it meets the situation of exemption from making an offer
According to paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies, “An investor may be exempted from making an offer under any of the following circumstances:… (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 issuing an offer… “
Verified: 1 After Fengqi investment is approved to subscribe for 186171120 new shares issued to it by the company according to law, it is expected that the total equity shares of Zhao Feng and his concerted actors in Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) will exceed 30% of the issued shares of the company; 2. According to the statement and guarantee letter issued by Fengqi investment, Fengqi investment promises not to transfer the shares of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) obtained from this subscription within 36 months from the date of issuance and listing; 3. On January 10, 2022, Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) the 27th meeting of the Fifth Board of directors and the 19th meeting of the Fifth Board of supervisors deliberated and adopted the proposal on submitting to the general meeting of shareholders of the company for approval that Zhao Feng and his persons acting in concert should be exempted from increasing the company’s shares by offer, and submitted these proposals to the general meeting of shareholders for deliberation.
Based on the above, our lawyers believe that after the non affiliated shareholders of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) general meeting of shareholders consider and approve the proposal on requesting the general meeting of shareholders of the company to approve Zhao Feng and his concerted actors to be exempted from increasing the company’s shares by offer and Fengqi investment is approved to subscribe for the new shares issued this time according to law, Zhao Feng and his persons acting in concert may be exempted from making an offer if they meet the provisions of the administrative measures for the acquisition of listed companies.
4、 Concluding observations
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, Zhao Feng and Fengqi investment have the subject qualification to participate in this subscription; After the Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) general meeting of shareholders and the non affiliated shareholders deliberated and approved the proposal on requesting the general meeting of shareholders of the company to approve Zhao Feng and his concerted actors to be exempted from increasing the company’s shares by offer and Fengqi investment was approved to subscribe for the new shares issued this time according to law, Zhao Feng and his concerted actors met the exemption from making an offer stipulated in the administrative measures for the acquisition of listed companies.
The legal opinion shall come into force in triplicate after being signed and sealed by the lawyer.
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Beijing Zhonglun law firm (seal)
Person in charge: Handling lawyer: Zhang Xuebing
