Beijing deheheng law firm
About Ms. Zhang Xiuyun’s inheritance
Legal opinions on matters related to changes in equity of Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Dehheng Zhenglv opinion (2022) No. 026
Beijing deheheng law firm
About Ms. Zhang Xiuyun’s inheritance
Changes in equity of Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Legal opinions on relevant matters
Dehe Hengzheng Lvxin (2022) No. 026 our lawyers express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of the legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declare as follows:
(I) the firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the securities law of the people’s Republic of China, the civil code of the people’s Republic of China, the measures for the administration of securities business by law firms, the rules for the implementation of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or existed before the date of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
(II) our lawyers agree to publicly disclose this legal opinion as a necessary legal document for this equity change, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of the contents of the legal opinion issued by our lawyers.
(III) 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 documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons, as well as the handling lawyers to identify the correspondence and interview results of relevant departments or persons.
(IV) the equity holder has guaranteed that it has provided the exchange with all relevant factual materials necessary for issuing this legal opinion, that the relevant written materials and written testimony are true and effective, without any major omissions and misleading statements, and that the copies provided are consistent with the original.
(V) this legal opinion only expresses opinions on the change of equity of the equity holder, and does not express opinions on other non legal matters. (VI) this legal opinion is only for the purpose of this equity change, and shall not be used for any other purpose.
(VII) if there is any difference in the mantissa between the sum of part of the total in this legal opinion and the relevant data, it is caused by rounding.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
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1、 Reasons for this equity change
According to the medical certificate (inference) of Mr. Sun Mi’s death issued by Xuanwu Art Park of Capital Medical University and the notarial certificate (2021) Jingguo Xin Nei min Zheng Zi No. 07021 issued by Beijing Guoxin notary office, Mr. Sun Mi died on June 5, 2021.
After verification by our lawyers, Mr. Sun MI is one of the actual controllers of the company. He held 17.624% equity of Tianjin Xinhua Investment Holding Co., Ltd. (hereinafter referred to as “Xinhua holding”), and Xinhua holding directly held 29.72% equity of the company. Therefore, Mr. Sun Mi indirectly held 5.24% equity of the company through Xinhua holding.
According to the medical certificate (inference) of Mr. Sun Mi’s death issued by Xuanwu Art Park of Capital Medical University and the notarial certificate (2021) Jingguo Xin Nei min Zheng Zi No. 07021 issued by Beijing Guoxin notary office, Mr. Sun Mi neither made a will nor entered into a legacy maintenance agreement with others. All heirs have no disputes over the intestate and legacy maintenance agreement before the decedent’s life. Except that Ms. Zhang Xiuyun has the right of inheritance as the spouse of Mr. Sun MI, there are no other first in order heirs.
Accordingly, our lawyers believe that after the death of Mr. Sun MI, the obligee has the right to inherit Mr. Sun Mi’s estate according to law. 2、 Subject qualification of equity holders
According to the identity documents provided by the obligee, the identity information of the obligee is: Zhang Xiuyun, female, Chinese nationality, citizenship number: 1101081949 ********.
According to the commitment issued by the equity holder and verified by the lawyers of the exchange, the equity holder does not have the following circumstances that it is not allowed to acquire a listed company as stipulated in Article 6 of the administrative measures for the acquisition of listed companies:
(I) bear a large amount of debt, which is not paid off when due and is in a continuous state;
(II) major illegal acts or suspected of major illegal acts in the last three years;
(III) serious dishonesty in the securities market in the last three years;
(IV) if the equity is a natural person, there are circumstances specified in Article 146 of the company law;
(V) other circumstances under which it is not allowed to acquire a listed company as stipulated by laws, administrative regulations and recognized by the CSRC.
Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the equity holders are not allowed to acquire listed companies as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies, and have the legal qualification of subscription subject.
3、 Changes in equity this time
(I) Shareholding of equity holders before this equity change
According to the commitment issued by the equity holder and verified by the lawyer of the exchange, the equity holder did not directly or indirectly hold the shares of the company before the equity change.
(II) details of this equity change
According to the medical certificate (inference) of Mr. Sun Mi’s resident death issued by Xuanwu Art Park of Capital Medical University and the notarial certificate (2021) Jingguo Xin Nei min Zheng Zi No. 07021 issued by Beijing Guoxin notary office, all equity, capital contribution and fruits belonging to Xinhua holdings held by Mr. Sun MI during his lifetime shall be inherited by Zhang Xiuyun as the first sequential successor.
(III) change of actual controller and persons acting in concert of the company
After verification, before the death of Mr. Sun MI, the actual controllers of the company were sun MI, Sun Kai, Xu jieshuang, Cai Lin, Zhou Peng, Wang Xiaoqiang, Fu Weidong and Wang Hao. After this equity change, the actual controllers of the company are changed to Zhang Xiuyun, Sun Kai, Xu jieshuang, Cai Lin, Zhou Peng, Wang Xiaoqiang, Fu Weidong and Wang Hao. The shareholding of the actual controllers of the company is as follows:
Beijing Huafeng Test & Control Technology Co.Ltd(688200) Xinhua Holdings
Serial number name
Number of shares (shares) shareholding ratio contribution amount (RMB)
1 Zhang Xiuyun — 1762400.00 17.6240%
2 Sun Kai — 1045700.00 10.4570%
3. Xu jieshuang — 764200.00 7.6420%
4 Cai Lin — 635400.00 6.3540%
5 Zhou Peng — 592400.00 5.9240%
6 Wang Xiaoqiang 439643 0.72% 562700.00 5.6270%
7 Fu Weidong 439643 0.72% 562700.00 5.6270%
8 Wang Hao 2053323 3.35% —
Total 2932609 4.79% 5925500.00 59.2500%
(IV) this equity change meets the conditions for exemption from submitting the application for exemption from tender offer
As mentioned above, after this equity change, the actual controllers of the company were changed to Zhang Xiuyun, Sun Kai, Xu jieshuang, Cai Lin, Zhou Peng, Wang Xiaoqiang, Fu Weidong and Wang Hao. Among them, Zhang Xiuyun, Sun Kai, Cai Lin, Xu jieshuang, Zhou Peng, Wang Xiaoqiang and Fu Weidong held 59.25% of the equity of Xinhua holdings, which was much higher than that of other natural person shareholders.
Xinhua holdings is controlled by Zhang Xiuyun, Sun Kai, Cai Lin, Xu jieshuang, Zhou Peng, Wang Xiaoqiang and Fu Weidong. As of the date of issuance of this legal opinion, the above natural persons have controlled 29.72% of the equity of the company through Xinhua holdings. In addition to indirectly holding the company’s shares through Xinhua holdings, Wang Hao, Fu Weidong and Wang Xiaoqiang also directly hold a total of 4.79% of the company’s equity. Therefore, Zhang Xiuyun, Sun Kai, Cai Lin, Xu jieshuang, Zhou Peng, Wang Xiaoqiang, Fu Weidong and Wang Hao directly and indirectly control 34.51% of the equity of the company.
Based on the foregoing, after this equity change, the equity holders and their concerted actors directly or indirectly hold more than 30% of the issued shares of the company. According to item (VII) of paragraph 2 of Article 63 of the measures for the administration of the acquisition of listed companies, “the shares with interests in a listed company due to inheritance exceed 30% of the issued shares of the company”. In this case, the equity holder may be exempted from submitting an application for exemption from the offer to the CSRC.
Therefore, after verification, our lawyers believe that this acquisition is in line with the provisions of Article 63 of the measures for the administration of the acquisition of listed companies, which can be exempted from making an offer.
(V) commitments issued by equity holders
1. According to the commitment issued by the equity holder, all commitments made by Mr. Sun MI, the original actual controller, in the company’s prospectus on initial public offering and listing on the science and innovation board and the announcement on initial public offering and listing on the science and Innovation Board shall be inherited and fulfilled by the equity holder;
2. According to the commitment issued by the equity holder, the equity holder will abide by and fulfill the commitment on share restriction made by Mr. Sun MI in the company’s prospectus on initial public offering and listing on the science and innovation board and the announcement on initial public offering and listing on the science and innovation board;
3. According to the commitment issued by the equity holder, this equity change will not lead to horizontal competition or potential horizontal competition between the equity holder and the listed company. This equity change will not affect the independence of the company. The equity holder has made a commitment to avoid horizontal competition and standardize connected transactions. This equity change will not have a significant impact on horizontal competition and connected transactions.
4、 Concluding observations
To sum up, our lawyers believe that the equity holders have the subject qualification to implement the acquisition. The acquisition complies with the relevant provisions of Article 63 of the measures for the administration of the acquisition of listed companies and can be exempted from making an offer.
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