Beijing Tianchi Juntai law firm
about
Wuxi Hodgen Technology Co.Ltd(300279) issue shares to purchase assets and raise supporting funds
of
Legal opinion
May, 2002
catalogue
Declaration matters 4 interpretation 6 text 8 I. This transaction plan 8 II. Subject qualification of this transaction 13 III. Major agreements involved in this transaction 18 IV. approval and authorization of this transaction 19 v. substantive conditions of this transaction Vi. the underlying assets of this transaction 25 VII. Handling of creditor’s rights and debts and personnel placement involved in this transaction 36 VIII. Related party transactions and horizontal competition involved in this transaction 37 IX. information disclosure of this transaction 38 X. securities service institutions and their business qualifications for this transaction 38 Xi. Inspection of securities trading behavior of relevant personnel involved in this transaction 39 XII. Conclusion thirty-nine
Beijing Tianchi Juntai law firm
About Wuxi Hodgen Technology Co.Ltd(300279)
Issuing shares to purchase assets and raising matching funds
Legal opinion
To: 279
Beijing Tianchi Juntai law firm (hereinafter referred to as “the firm”) accepts the entrustment of Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “the company”, “listed company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) as the special legal adviser of the company for the project of issuing shares to purchase assets and raising supporting funds (hereinafter referred to as “the transaction”). This legal opinion is issued according to the facts that have occurred or exist before the date of issuance of this legal opinion and the lawyers’ understanding of laws, regulations and normative documents.
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 and other currently effective laws, regulations and normative documents, and with reference to 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 (for Trial Implementation), in accordance with the business standards recognized by the law industry To issue legal opinions on relevant matters involved in this exchange in the spirit of ethics and diligence.
Declaration matters
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the securities law of the people’s Republic of China, 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 (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, 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 liabilities.
2、 This legal opinion only expresses legal opinions on the facts that have occurred or exist before the issuance date and the legal issues related to this transaction, and does not express opinions on professional matters such as accounting, audit, asset evaluation and investment decision-making. The quotation of some data and conclusions in relevant professional reports such as audit report, capital verification report and valuation report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to verify and evaluate such data and conclusions.
3、 Our lawyers’ understanding and judgment of the relevant facts involved in this legal opinion ultimately depend on the documents, materials, statements and explanations provided to us by Wuxi Hodgen Technology Co.Ltd(300279) , the target company and the counterparty. Before issuing this legal opinion, Wuxi Hodgen Technology Co.Ltd(300279) , the target company and the relevant counterparty 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; If the document is a copy or copy, its contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and the signing has been properly and effectively authorized. During the investigation, our lawyers have checked the originals of the documents that our lawyers believe are very important to issue legal opinions. Our lawyers rely on the supporting documents issued by relevant government departments, companies or other units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
4、 This legal opinion is only used by the company for the purpose of this transaction and shall not be used for any other purpose without the consent of the exchange.
5、 The exchange agrees to take this legal opinion as a necessary legal document for the company’s exchange, report it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Based on the above, the firm and its handling lawyers issue legal opinions in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
interpretation
In this legal opinion, unless the context otherwise requires, the following terms or abbreviations in the left column correspond to the meanings or full names in the right column:
The firm / Tianchi Juntai refers to Beijing Tianchi Juntai law firm
Legal opinion / the legal opinion of Beijing Tianchi Juntai law firm on Wuxi Wuxi Hodgen Technology Co.Ltd(300279) Co., Ltd. refers to the legal opinion of the company on issuing shares to purchase assets and raising supporting funds
Wuxi Hodgen Technology Co.Ltd(300279) / listed company / company refers to Wuxi Hodgen Technology Co.Ltd(300279)
Jingzhou Huihe refers to Jingzhou Huihe equity investment partnership (limited partnership)
Hejing intelligent / target company refers to Wuxi Hejing Intelligent Technology Co., Ltd
The transaction target / target asset refers to the 31.08% equity of Hejing intelligence held by the counterparty
Hejing information refers to Wuxi Hejing Information Technology Co., Ltd., a subsidiary of Hejing intelligence
Anhui Hejing refers to Anhui Hejing Intelligent Technology Co., Ltd., a subsidiary of Hejing intelligent
Anhui new material fund refers to Anhui Hi tech investment new material industry fund partnership (limited partnership)
Huaibei small and medium-sized fund refers to Huaibei growth small and medium-sized enterprise fund Co., Ltd
Huaibei Shanda construction investment refers to Huaibei Shanda Construction Investment Co., Ltd
The counterparties refer to Anhui new materials fund, Huaibei small and medium-sized fund and Huaibei Shanda construction investment
The issue of shares to purchase assets means that the listed company issues shares to the counterparty to purchase the target company it holds
Behavior of 31.08% equity
This transaction refers to the listed company issuing shares to the counterparty to purchase the target company held by it
31.08% equity and raising matching funds
The listed company plans to raise matching funds from no more than 35 designated investors who meet the conditions specified by the CSRC. The total amount of matching funds raised shall not exceed 50 million yuan (including 50 million yuan).
The Association for issuing shares to purchase assets refers to the agreement for issuing shares to purchase assets signed by Wuxi Hodgen Technology Co.Ltd(300279) and Anhui new material fund, Huaibei small and medium-sized fund and Huaibei Shanda proposal respectively
The supplementary agreement refers to the supplementary agreement to the agreement on issuing shares to purchase assets signed by Wuxi Hodgen Technology Co.Ltd(300279) and Anhui new materials fund, Huaibei small and medium-sized fund and Huaibei Shanda construction investment respectively
Subscription intention agreement refers to the subscription intention agreement for issuing shares to specific objects with conditional effect signed by Wuxi Hodgen Technology Co.Ltd(300279) and Anhui new material fund
Independent financial consultant / Orient Securities Company Limited(600958) refers to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Appraisal institution / North Asia refers to North Northking Information Technology Co.Ltd(002987) Asia asset appraisal firm (special general partnership)
Audit institution / Zhongxi certified public accountants refers to Zhongxi Certified Public Accountants (special general partnership)
Restructuring report refers to the report on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares and paying cash to purchase assets and raise matching funds (Draft)
Independent financial consultant report refers to the independent financial consultant report of Wuxi Hodgen Technology Co.Ltd(300279) issuing shares and paying cash to purchase assets and raise supporting funds issued by Orient Securities Company Limited(600958) company
The “appraisal report No. [2022] 01-364” issued by North Asia affairs refers to the appraisal report on the value of all shareholders’ equity assets of Wuxi Hejing Intelligent Technology Co., Ltd. involved in the purchase of assets by shares to be issued by tin Wuxi Hodgen Technology Co.Ltd(300279) Co., Ltd
“Audit report” refers to the “Zhongxi Cai Shen No. 2022s00837” audit report of Wuxi Hejing Intelligent Technology Co., Ltd. issued by Zhongxi accountant
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Restructuring Measures refers to the measures for the administration of major asset restructuring of listed companies (revised in 2020)
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
The measures for continuous supervision refers to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
Review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange (revised in 2021)
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies that offer securities to the public – major asset restructuring of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In this legal opinion, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
text
1、 This transaction plan
According to the resolutions of the third meeting of the Fifth Board of directors, the sixth meeting of the Fifth Board of directors, the reorganization report, the agreement on issuing shares to purchase assets, the supplementary agreement and other documents, the main contents of this transaction plan are as follows:
(I) overall scheme of this transaction
The listed company plans to issue shares to Anhui new materials fund, Huaibei small and medium-sized fund and Huaibei Shanda construction investment to purchase 31.08% equity of Hejing intelligence, and issue shares to no more than 35 specific objects to raise supporting funds of no more than 50 million yuan (including 50 million yuan). The total amount of supporting funds raised shall not exceed 100% of the price of this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction. After the completion of this transaction, Hejing intelligence will become a wholly-owned subsidiary of the listed company.
(II) scheme for purchasing assets by issuing shares this time
1. Type, par value and listing place of issued shares
The type of shares to be issued in this transaction is RMB A-share ordinary shares, with a par value of 1.00 yuan per share, and the listing place is Shenzhen Stock Exchange.
2. Underlying assets
The underlying asset of the company’s purchase of assets by issuing shares this time is the 31.08% equity of Hejing intelligence held by the counterparty.
3. Distribution object
The issuing objects of this issuance of shares to purchase assets are counterparties, namely Anhui new materials fund, Huaibei small and medium-sized fund and Huaibei Shanda construction investment.
4. Pricing base date, pricing basis and issue price of issued shares
(1) Pricing base date
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the first board of directors (i.e. the third meeting of the Fifth Board of directors) of the listed company to consider matters related to this transaction, i.e. March 31, 2022. (2) Pricing basis and issue price
According to Article 21 of the measures for continuous supervision: “if a listed company issues shares to purchase assets, the price of the issued shares shall not be less than 100% of the market reference price
