Beijing Deheng Law Firm
About Shenzhen Changfang Group Co.Ltd(300301) planning to terminate the original investment plan and sign a new investment agreement
Of relevant matters
Legal opinion
12 / F, block B, Fukai building, 19 Financial Street, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Shenzhen Changfang Group Co.Ltd(300301)
It is proposed to terminate the original investment plan and sign a new investment agreement
Of relevant matters
Legal opinion
Deheng 01g20200324 to: Shenzhen Changfang Group Co.Ltd(300301)
Entrusted by Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as ” Shenzhen Changfang Group Co.Ltd(300301) ” or “listed company” or “company”), the exchange intends to terminate the relevant investment agreements signed with Nanchang Airport Economic Zone Management Committee (hereinafter referred to as “Nanchang Airport Economic Zone Management Committee”) and Nanchang Airport industry Equity Investment Management Co., Ltd. (hereinafter referred to as “airport industry investment company”), It also plans to sign the transaction of project entry contract with the Management Committee of Nanchang Economic and Technological Development Zone (hereinafter referred to as “Nanchang Economic and Technological Development Zone Management Committee”) (hereinafter referred to as “this investment” or “this transaction”). The Management Committee of Nanchang Airport Economic Zone, airport industry investment company and the Management Committee of Nanchang Economic and Technological Development Zone are hereinafter collectively referred to as “relevant parties of this investment”. Whether the related parties of this investment are related to Shenzhen Changfang Group Co.Ltd(300301) and Shenzhen Changfang Group Co.Ltd(300301) controlling shareholders, actual controllers, directors, supervisors and senior managers, whether this investment is a related party transaction, whether the relevant review procedures are in compliance, and issue this legal opinion.
Our lawyer issues this legal opinion in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the relevant provisions of the company law of the people’s Republic of China, the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as “GEM Listing Rules”) and other currently effective laws, regulations and normative documents (hereinafter referred to as “relevant laws”).
According to the provisions of relevant laws, after verification, our lawyers only express legal opinions on whether the relevant parties of this transaction constitute related parties, whether this transaction constitutes related party transactions, and whether the relevant review procedures are in compliance, and do not express opinions on the content of this transaction and the authenticity and accuracy of the facts or data stated in this transaction. Our lawyer assumes that the materials (including but not limited to the letter of commitment of relevant units and personnel) submitted by Shenzhen Changfang Group Co.Ltd(300301) to our lawyer are true and complete, the signatures and / or seals on the materials are true, and the copies or copies of the materials are consistent with the original or the original.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the certificates, instructions and other documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
This legal opinion is only for the purpose of Shenzhen Changfang Group Co.Ltd(300301) performing this transaction procedure, and shall not be used for any other purpose without the written consent of the exchange and its lawyers. The exchange and its lawyers agree to take this legal opinion as a necessary announcement document related to Shenzhen Changfang Group Co.Ltd(300301) this transaction and announce it together with other documents.
In accordance with the securities law of the people’s Republic of China, 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 other laws, regulations and normative documents, as well as 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.
On the basis of the above, in accordance with the requirements of relevant laws and regulations, the recognized moral standards of the lawyer industry and the spirit of diligence, our lawyers hereby issue the following legal opinions:
1、 The related parties of this investment have no relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers
The company is listed on the growth enterprise market of Shenzhen Stock Exchange. The relevant provisions in the Listing Rules of the growth enterprise market shall apply to the determination of the affiliated relationship. Article 7.2.2 of the GEM Listing Rules stipulates that the affiliated persons of listed companies include affiliated legal persons and affiliated natural persons. Article 7.2.3 stipulates that a legal person or other organization under any of the following circumstances is an affiliated legal person of a listed company: (I) a legal person or other organization that directly or indirectly controls a listed company; (II) legal persons or other organizations other than listed companies and their holding subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph; (III) legal persons or other organizations other than the listed company and its holding subsidiaries that are directly or indirectly controlled by the affiliated natural persons of the listed company listed in article 7.2.5 of these rules, or serve as directors (except independent directors) and senior managers; (IV) legal persons or persons acting in concert holding more than 5% of the shares of the listed company; (V) other legal persons or other organizations identified by the CSRC, the bourse or the listed company according to the principle of substance over form that have a special relationship with the listed company and may cause the listed company to favor its interests. Article 7.2.5 stipulates that a natural person under any of the following circumstances is an affiliated natural person of a listed company: (I) a natural person who directly or indirectly holds more than 5% of the shares of a listed company; (II) directors, supervisors and senior managers of listed companies; (III) directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the listed company; (IV) close family members of the persons mentioned in Items 1 to 3 of this article, including spouses, parents, parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses; (V) other natural persons identified by the CSRC, the bourse or the listed company as having special relationship with the listed company according to the principle of substance over form, which may cause the listed company to favor its interests. Article 7.2.6 stipulates that a legal person or natural person under any of the following circumstances shall be deemed to be an affiliate of a listed company: (I) due to signing an agreement or making an arrangement with the listed company or its affiliates, after the agreement or arrangement takes effect, or within the next 12 months, it has one of the circumstances specified in article 7.2.3 or 7.2.5 of these rules; (II) one of the circumstances specified in article 7.2.3 or 7.2.5 has occurred in the past 12 months.
The following is an analysis of whether the relevant parties of this investment belong to the related parties specified in items (I) to (V) of article 7.2.3 and article 7.2.6 of the GEM Listing Rules.
(I) the related party of this investment does not belong to the company’s related party specified in items (I) and (IV) of article 7.2.3 of the GEM Listing Rules
The lawyers of the firm verified the company’s 2021 annual report and the public information of the national enterprise credit information publicity system, and the company explained that as of the signing date of this investment agreement, the controlling shareholder of the company was Nanchang Optics Valley Group Co., Ltd. (hereinafter referred to as “Optics Valley Group”) and the actual controller was Wang min.
According to the partnership agreement of Nanchang Optics Valley photoelectric industry fund partnership (limited partnership) provided by the company, the lawyer of the firm inquired the public information of the national enterprise credit information publicity system and explained to the company that as of the signing date of this investment agreement, the relevant parties of this investment, the management Committee of Nanchang Airport Economic Zone The airport industry investment company under the joint control of the Management Committee of Nanchang Economic and Technological Development Zone holds 183993% of the property share of Nanchang Optics Valley photoelectric industry fund partnership (limited partnership) (hereinafter referred to as “Optics Valley photoelectric fund”), and Optics Valley photoelectric fund holds 230769% of the equity of Optics Valley Group. Therefore, the investment related parties Nanchang Airport Economic Zone Management Committee, Nanchang Economic and Technological Development Zone Management Committee and airport industry investment company (hereinafter referred to as “the transaction related parties”) indirectly hold 0.6356% of the company’s shares 1, with a shareholding ratio of no more than 5%.
Therefore, the related parties of this investment do not belong to the controlling shareholder or actual controller of the company, do not directly or indirectly control the company, do not belong to the legal person or person acting in concert holding more than 5% of the shares of the company, and do not belong to the related parties of the company specified in items (I) and (IV) of article 7.2.3 of the GEM Listing Rules.
(II) the related party of this investment does not belong to the company’s related party specified in Item (II) of article 7.2.3 of the GEM Listing Rules
The lawyers of the firm verified the company’s 2021 annual report, national enterprise credit information publicity system, tianyancha website and other public information, and the company, Guanggu group and Wang Min explained that the controlling shareholder Guanggu group and the actual controller Wang Min of the company did not directly or indirectly control the relevant parties of the investment. Therefore, the related parties of this investment do not belong to the company’s related parties specified in Item (II) of article 7.2.3 of the GEM Listing Rules.
(III) the related party of this investment does not belong to the company’s related party specified in Item (III) of article 7.2.3 of the GEM Listing Rules
According to article 7.2.5 of the GEM Listing Rules, the company’s affiliated natural persons include: (1) natural persons who directly or indirectly hold more than 5% of the company’s shares; (2) Directors, supervisors and senior managers of the company; (3) Directors, supervisors and senior managers of Optics Valley Group, the controlling shareholder of the company; (4) Family members closely related to the above-mentioned persons, including spouses, parents, parents of spouses, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of spouses and parents of children’s spouses; (5) Other natural persons identified as having special relationship with the company according to the principle of substance over form, which may cause the company to favor its interests.
According to the written commitment issued by the company, except for the affiliated natural persons in items (1) to (4) of article 7.2.5 of the GEM Listing Rules, there are no other natural persons who have a special relationship with the company and may cause the company to favor their interests.
The lawyer of the firm inquired about the public information of the relevant parties of the investment, and according to the written commitment 2 issued by the company and the relevant connected natural persons of the company, the connected natural persons in items (1) to (4) of article 7.2.5 of the GEM Listing Rules. 1 according to the 2021 annual report of the company and confirmed by the company, the shareholder Nanchang Xinwang capital enterprise (limited partnership) will the voting rights corresponding to the 46766123 shares of the company (accounting for 5.92% of the total share capital of the company) The right of nomination and proposal is irrevocably entrusted to Optics Valley Group. Including the entrusted subject shares, the related parties of this transaction indirectly hold about 0.8870% of the voting rights, nomination and proposal rights of the company.
None of them has the situation of controlling the related parties of this transaction or acting as the person in charge, director or senior manager of the related parties of this investment. Therefore, the related parties of this investment do not belong to the company’s related parties specified in Item (III) of article 7.2.3 of the GEM Listing Rules.
(IV) the related party of this investment does not belong to the company’s related party specified in Item (V) of article 7.2.3 of the GEM Listing Rules
The lawyer of the firm inquired about the national enterprise credit information publicity system, and the company explained that the main body of Lingkong industrial investment company under the joint control of the Management Committee of Nanchang Lingkong economic zone and the Management Committee of Nanchang Economic and Technological Development Zone, as the limited partner of Guanggu photoelectric fund, a shareholder holding a minority equity of Guanggu group (with a shareholding ratio of 230769%), holds 183993% of the partnership property share of Guanggu photoelectric fund.
After inquiring the information publicity system of China Securities Investment Fund Industry Association (hereinafter referred to as the “fund industry association”), the lawyer of the firm found that Guanggu photoelectric fund is a private fund product filed with the fund industry association, the fund number is sgy921, the filing time is September 5, 2019, and the fund manager is Nanchang century Hongcheng Capital Management Co., Ltd. According to the partnership agreement of Nanchang Optics Valley optoelectronic industry fund partnership (limited partnership), the investment decision-making procedure of the partnership is as follows: the investment committee is responsible for the final decision-making of the project investment of the partnership, Gongqing chengkangheda investment partnership (limited partnership) as the executive partner of Optics Valley optoelectronic fund appoints five of the nine members of the investment committee, and Lingkong industry investment company appoints one. At the same time, the company and related parties confirmed that Lingkong industrial investment company is only a limited partner of the partnership, not a manager or executive partner, and has no control over the partnership.
After verification, although Jiang Zeyu, the director of the company, holds the management position in Guanggu photoelectric fund, since Nanchang Guanggu photoelectric industry fund partnership (limited partnership) has no control relationship with the relevant parties of this investment, and Jiang Zeyu has confirmed in writing that he and his close family members do not hold important management positions in the relevant parties of this investment and have no relationship with the relevant parties of this investment, There is no special relationship between the relevant parties of this investment and the company, or the company may tilt its interests.
Therefore, the related parties of this investment do not belong to the company’s related parties specified in Item (V) of article 7.2.3 of the GEM Listing Rules. 2. Li dichu, Deng Ziquan and Deng Zichang, the shareholders holding more than 5% of the company’s shares, and Liang Dacheng, the director of the company, did not issue a written commitment. In this regard, the lawyers of the firm inquired through the national enterprise credit information publicity system and verified through the company’s confirmation that Li dichu, Deng Ziquan, Deng Zichang and Liang Dacheng did not control the relevant parties of the transaction or serve as the person in charge, director or senior manager of the relevant parties of the investment.
(V) the related parties of this investment are not regarded as related parties of the company as stipulated in article 7.2.6 of the GEM Listing Rules
According to the written commitment issued by the company and its controlling shareholders, directors, supervisors and senior managers, after verification, the relevant parties of this investment do not sign agreements or make arrangements with the company or its affiliates, and have any of the circumstances specified in article 7.2.3 of the GEM Listing Rules after the agreement or arrangement takes effect or within the next 12 months. At the same time, in the past 12 months, the relevant parties of this investment have not been under any of the circumstances specified in article 7.2.3.
In conclusion, the relevant parties of this investment, Nanchang Airport Economic Zone Management Committee, Nanchang Economic and Technological Development Zone Management Committee and airport industry investment company, have no relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
2、 This investment does not constitute a related party transaction
Article 7.2.1 of the GEM Listing Rules stipulates that related party transactions of listed companies refer to listed companies
