Beijing Deheng (Hangzhou) law firm on Shanghai Weaver Network Co.Ltd(603039)
Increase of shares held by controlling shareholders
Legal opinion
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Beijing Deheng (Hangzhou) law firm
About Shanghai Weaver Network Co.Ltd(603039)
Increase of shares held by controlling shareholders
Legal opinion
Deheng [hang] Shu (2022) No. 05064 to: Shanghai Weaver Network Co.Ltd(603039)
Beijing Deheng (Hangzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as ” Shanghai Weaver Network Co.Ltd(603039) ” or “the company”), The legal opinion of Beijing Deheng (Hangzhou) law firm on the increase of shares held by Shanghai Weaver Network Co.Ltd(603039) controlling shareholders (hereinafter referred to as the “legal opinion”) is issued on matters related to the increase of Shanghai Weaver Network Co.Ltd(603039) controlling shareholders’ shares held by Mr. Wei Lidong, the controlling shareholder of Shanghai Weaver Network Co.Ltd(603039) (hereinafter referred to as the “legal opinion”).
In accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law), 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 (hereinafter referred to as the measures for the administration of acquisition), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 8 – management of share changes and other laws, regulations, rules and normative documents, Necessary verification and verification have been carried out on the documents and materials related to the issuance of this legal opinion, and relevant personnel have been inquired or discussed with them on issues related to this shareholding increase. This legal opinion is hereby issued after checking and verifying the relevant documents provided by Shanghai Weaver Network Co.Ltd(603039) in accordance with the recognized business standards, ethics and the spirit of diligence.
Our lawyer makes the following statement:
1. In the course of work, our lawyers have obtained Shanghai Weaver Network Co.Ltd(603039) the assurance that the company has provided our lawyers with the original written materials, copies, scans, copies and oral testimony that our lawyers believe are necessary for the production of this legal opinion, and the documents and materials provided are true, accurate and complete without concealment, falsehood and major omissions.
2. The lawyers of this firm shall express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current national laws, regulations and normative documents such as the company law, the securities law and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
3. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, Shanghai Weaver Network Co.Ltd(603039) or other relevant units and the publicly available information of the competent department as the basis for making this legal opinion.
4. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, 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 and good faith, and conducted full verification and verification, Ensure that the facts identified in this 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.
5. This legal opinion only expresses legal opinions on legal issues in China related to this increase in shareholding. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting and auditing. When accounting and audit matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediary institutions and the instructions of Shanghai Weaver Network Co.Ltd(603039) .
6. Our lawyers agree to submit this legal opinion to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) together with other materials as one of the necessary documents for this shareholding increase.
7. This legal opinion is only for the purpose of Shanghai Weaver Network Co.Ltd(603039) this shareholding increase and shall not be used for any other purpose.
Based on the above, in accordance with the requirements of the company law, the securities law and other laws, regulations and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange hereby issues the following legal opinions:
1、 Subject qualification of the increase holder
This shareholding increase is the shareholding increase of the company by Mr. weilidong, the controlling shareholder of the company. The basic information of Mr. weilidong is as follows:
Mr. weilidong, born in 1976, Chinese nationality, has no overseas permanent residency, and his ID card number is 330501197604.
According to the instructions of the increase holder and the company, and with the approval of our lawyers, it is posted on the website of the CSRC（ http://www.c
1. The acquirer has a large amount of debt, which is not paid off when due and is in a continuous state;
2. The purchaser has committed or is suspected of having committed major illegal acts in the last three years;
3. The purchaser has committed serious dishonesty in the securities market in the past 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.
In conclusion, our lawyers believe that the holders of this increase meet the conditions for the acquisition of shares of listed companies stipulated in the measures for the administration of acquisition, and have the subject qualification of this increase.
2、 Share increase this time
(I) Shareholding before this increase
According to the register of shareholders and the company’s announcement provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, before the implementation of the shareholding increase plan, Mr. Wei Lidong held 84342666 shares of the company, and his concerted actor Mr. Wei Jinkun held 49047265 shares of the company, holding 133389931 shares in total, accounting for 51.18% of the total share capital of the company.
(II) the share increase plan
According to the notice on the planned increase of shares of the company issued by Mr. weilidong, the controlling shareholder of the company, and the announcement of the company, Mr. weilidong plans to increase the shares of the company with his own funds within 6 months from May 5, 2022 (i.e. from May 5, 2022 to November 4, 2022). The proposed increase price is no more than 60 yuan / share, and the proposed increase amount of shares is no less than 30 million yuan and no more than 50 million yuan. The fluctuation of the company’s share price may lead to uncertainty in the specific implementation time and price of Mr. weilidong’s shareholding increase plan.
(III) this increase
According to the written statement of the increase holder, the announcement disclosed by the company and the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the increase is as follows:
On May 6, 2022, Mr. Wei Lidong, the controlling shareholder of the company, increased 2600 shares of the company for the first time through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.001% of the total share capital of the company, with an increase of 98200 yuan (excluding transaction costs).
On May 12, 2022, Mr. Wei Lidong, the controlling shareholder of the company, increased his holding of 500000 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.19% of the total share capital of the company, with an increase of RMB 15.375 million (excluding transaction costs).
On May 13, 2022, Mr. Wei Lidong, the controlling shareholder of the company, increased 435153 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.17% of the total share capital of the company, with an increase of RMB 13.628 million (excluding transaction costs).
On May 18, 2022, Mr. Wei Lidong, the controlling shareholder of the company, increased his holding of 200000 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.08% of the total share capital of the company, with an increase of RMB 6.936 million (excluding transaction costs).
On May 19, 2022, Mr. Wei Lidong, the controlling shareholder of the company, increased his holding of 385000 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.15% of the total share capital of the company, with an increase of RMB 139555 million (excluding transaction costs).
As of May 19, 2022, Mr. Wei Lidong, the controlling shareholder of the company, has accumulatively increased his holdings of 1522753 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange, accounting for 0.58% of the total share capital of the company. The cumulative increase amount is 499926 million yuan. The implementation of this increase plan has been completed. (if there is a tail difference in the above data, it is caused by rounding)
(IV) Shareholding after this increase
As of the closing on May 19, 2022, Mr. Wei Lidong held 85865419 shares of the company, and Mr. Wei Jinkun, the person acting in concert, held 49047265 shares of the company, with a total of 134912684 shares, accounting for 51.77% of the total share capital of the company.
In conclusion, our lawyers believe that the increase of shares held by the increase holder is legal and compliant, and in line with the relevant provisions of laws, regulations and normative documents such as the securities law, the measures for the administration of acquisition and so on.
3、 This increase is an exemption from making an offer as stipulated in the measures for the administration of acquisition
According to the provisions of paragraph (V) of Article 63 of the measures for the administration of acquisitions, if the shares in which the relevant investors have interests in a listed company reach or exceed 50% of the issued shares of the company, continuing to increase their interests in the company will not affect the listing status of the company and may be exempted from making an offer.
According to Article 3.1.1 of the stock listing rules, an issuer applying for the listing of its shares on the bourse after its initial public offering shall meet the following conditions:… (V) the shares publicly issued reach more than 25% of the total shares of the company; If the total share capital of the company exceeds 400 million yuan, the proportion of publicly issued shares reaches more than 10%
Before the increase, Mr. Wei Lidong and Mr. Wei Jinkun jointly controlled 133389931 voting shares of the company, accounting for 51.18% of the total share capital of the company and more than 50% of the issued shares of the company. After this increase, the shares publicly issued by the company can still reach more than 25% of the total shares of the company, and the rights and interests of the increase holder in Shanghai Weaver Network Co.Ltd(603039) will not affect the listing status of the company.
In conclusion, our lawyers believe that the controlling shareholder of Shanghai Weaver Network Co.Ltd(603039) has more than 50% of the issued shares of the company. After the completion of this increase, the controlling shareholder of Shanghai Weaver Network Co.Ltd(603039) has no influence on the listing status of the company. This increase meets the conditions for exemption from making an offer stipulated in the measures for the administration of acquisitions.
4、 Information disclosure of this increase
After verification by the lawyers of the firm, the increase holder and the company have issued relevant announcements on the designated information disclosure media on the relevant conditions of the increase. The specific conditions are as follows:
1. On May 5, 2022, the company disclosed the announcement on the plan of controlling shareholders to increase their shareholding in the company (Announcement No.: 2022028), which disclosed the increase subject, the increase situation, the purpose of the increase, the type, amount, price, the way of increasing their shareholding, the implementation period and capital arrangement. 2. On May 9, 2022, the company disclosed the announcement on the progress of the controlling shareholder’s increase in the company’s shares and the first increase in the company’s shares (Announcement No.: 2022035), which disclosed the progress of the increase in the holdings of the increasing shareholders.
3. On May 12, 2022, the company disclosed the announcement on the progress of controlling shareholders’ increasing their holdings of shares of the company (Announcement No.: 2022037), which disclosed the progress of increasing their holdings.
4. On May 19, 2022, the company disclosed the announcement on the implementation results of the controlling shareholder’s increase in the company’s shares (Announcement No.: 2022041), which disclosed the increase results of the increasing shareholders.
Our lawyers believe that as of the date of issuance of this legal opinion, Shanghai Weaver Network Co.Ltd(603039) has fulfilled the information disclosure obligations required at this stage in accordance with the relevant provisions of the securities law and the measures for the administration of acquisition.
5、 Concluding observations
To sum up, our lawyers believe that the increase holder has the subject qualification to implement this increase; This increase complies with the provisions of the company law, the securities law, the measures for the administration of acquisition and other laws, regulations and other normative documents; The increase complies with the exemption from making an offer stipulated in the measures for the administration of acquisition; This increase has fulfilled the relevant information disclosure obligations.
This legal opinion is made in quadruplicate, which takes effect after being sealed by the exchange and signed by the person in charge of the exchange and the handling lawyer.
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Beijing Deheng (Hangzhou) law firm
