Beijing Deheng Law Firm
About Jiangxi Copper Company Limited(600362)
Spin off its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
catalogue
1、 Approval and authorization of this spin off 5 II. Subject qualification of this spin off 7 III. substantive conditions of this spin off 8 IV. verification of matters related to this spin off 18 v. information disclosure of this spin off 20 VI. concluding observations twenty-one
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Company / listed company / refers to Jiangxi Copper Company Limited(600362)
Jiangxi Copper Company Limited(600362)
The company to be split / Jiangxi Copper refers to Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
Copper foil
This spin off means that Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., the subsidiary of Jiangxi Copper Company Limited(600362) spin off, is listed on the gem of Shenzhen Stock Exchange
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
“Spin off plan” refers to Jiangxi Copper Company Limited(600362) the plan for spin off of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., its subsidiary, to be listed on a shares
Revised plan of Jiangxi branch of Copper Foil Technology Co., Ltd. (Revised)
The articles of association refers to the articles of association of Jiangxi Copper Company Limited(600362) Co., Ltd. in force as of the date of issuance of this legal opinion
Ernst & Young means Ernst & Young Huaming Certified Public Accountants (special general partnership)
Shanghai stock exchange refers to Shanghai Stock Exchange
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
Stock exchange of Hong Kong means the stock exchange of Hong Kong Limited
The State Commission for structural reform refers to the former national economic system reform commission of the people’s Republic of China
SASAC refers to the former state owned assets administration of the people’s Republic of China
The territory of China refers to the territory of the people’s Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, China)
Beijing Deheng Law Firm
Yuan, ten thousand yuan and one hundred million yuan refer to Chinese legal tender RMB yuan, ten thousand yuan and one hundred million yuan
Beijing Deheng Law Firm
About Jiangxi Copper Company Limited(600362)
Spin off its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
Listed on the gem of Shenzhen Stock Exchange
Legal opinion
Deheng 01f20220516 to: Jiangxi Copper Company Limited(600362)
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) is entrusted by Jiangxi Copper Company Limited(600362) (hereinafter referred to as “the company”, “listed company” or ” Jiangxi Copper Company Limited(600362) “) to act as the special legal adviser for Jiangxi Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. (hereinafter referred to as “the company to be split” or “Jiangxi copper foil”) to be listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the split”).
The lawyer of the firm issues this legal opinion in accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the spin off rules, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the law firm.
For this legal opinion, our lawyer makes the following statement:
1. Our lawyers give legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion and the relevant provisions of the current laws, regulations and normative documents in China.
2. Our lawyers only express legal opinions on legal issues in China related to the spin off, and do not express opinions on non legal matters such as accounting, audit and asset evaluation. The firm and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, overseas legal matters and other contents, it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the company, which does not mean that this office and its lawyers make any express or implied guarantee for the authenticity, accuracy and integrity of the quoted contents. 3. The company promises that it has provided the lawyers of the firm with true, accurate, complete and effective original written materials, copy materials or oral testimony necessary for issuing this legal opinion. The relevant copy materials or copies provided by the company to the firm are consistent with the original or the original without any concealment, falsehood and major omission.
4. 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.
5. This legal opinion is only for the purpose of this spin off of the company and shall not be used for any other purpose.
6. Our lawyer agrees to take this legal opinion as a necessary document for the company’s spin off and report it or disclose it to the public together with other documents and materials.
Based on the above statements and guarantees, our lawyers, in accordance with relevant laws, regulations, normative documents in China and relevant provisions of the CSRC, and on the basis of full verification and verification of relevant documents and facts provided by the company, issue legal opinions on matters related to the spin off as follows:
1、 Approval and authorization of this spin off
(I) review procedure of this spin off performance
Jiangxi Copper Company Limited(600362) held the 8th meeting of the 9th board of directors on April 11, 2022, The proposal on the compliance of the spin off of its subsidiary to A-share listing with relevant laws and regulations, the proposal on the spin off of its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to A-share listing plan, and the proposal on Jiangxi Copper Company Limited(600362) the spin off of its subsidiary Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to A-share listing plan, were reviewed and adopted Proposal on the compliance of spin off of subsidiaries to A-share listing with the “spin off rules for listed companies (Trial)”, proposal on spin off of subsidiaries to A-share listing conducive to safeguarding the legitimate rights and interests of shareholders and creditors, proposal on the company’s ability to maintain independence and sustainable operation, and proposal on Jiangxi Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. having corresponding standardized operation ability Proposal on the completeness and compliance of the legal procedures and the effectiveness of the legal documents submitted in this spin off, proposal on the purpose, commercial rationality, necessity and feasibility analysis of this spin off, proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to this spin off Proposals related to this spin off, such as the proposal on spin off of subsidiaries to A-share listing without providing shareholders with the right to guarantee share distribution. The independent directors expressed their independent opinions approved and agreed in advance on the matters related to the board meeting.
Jiangxi Copper Company Limited(600362) held the 10th meeting of the 9th board of directors on May 20, 2022, The proposal on the compliance with relevant laws and regulations of the spin off of its subsidiaries to the gem listing, the proposal on the spin off of its subsidiaries Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to the gem listing plan, and the proposal on Jiangxi Copper Company Limited(600362) the spin off of its subsidiaries Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to the gem listing plan (Revised Version) Proposal on the compliance of spin off of subsidiaries to gem listing with the “rules for spin off of listed companies (Trial)”, proposal on spin off of subsidiaries to GEM Listing conducive to safeguarding the legitimate rights and interests of shareholders and creditors, proposal on the company’s ability to maintain independence and sustainable operation, proposal on Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. having corresponding standardized operation ability Proposal on the completeness and compliance of the legal procedures and the effectiveness of the legal documents submitted in this spin off, proposal on the purpose, commercial rationality, necessity and feasibility analysis of this spin off, proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to this spin off Proposals related to this spin off, such as the proposal on the spin off of subsidiaries to be listed on the gem and not providing guarantee rights for share distribution to shareholders of the company. The independent directors expressed their independent opinions approved and agreed in advance on the matters related to the board meeting.
(II) authorization of this spin off
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the company’s spin off, which was deliberated and adopted at the 10th meeting of Jiangxi Copper Company Limited(600362) the 9th board of directors, the specific authorization matters of the spin off include but are not limited to:
1. Authorize the board of directors of the company and its authorized persons to exercise the shareholders’ rights in Jiangxi copper foil on behalf of the company, and make resolutions that should be made by the general meeting of shareholders of the company on all matters related to the spin off of Jiangxi copper foil (except for matters that must be made by the general meeting of shareholders according to laws and regulations).
2. Authorize the board of directors of the company and its authorized persons to adjust and change various matters and relevant plans related to the spin off according to specific circumstances.
3. Authorize the board of directors of the company and its authorized persons to handle all matters related to the spin off and submit relevant applications to the stock exchange of Hong Kong, the state-owned assets supervision and administration authority (if involved), the CSRC, the Shanghai Stock Exchange and other relevant departments, including but not limited to submitting the spin off and listing application to the stock exchange of Hong Kong and communicating with the securities regulatory authorities at home and abroad on matters related to the spin off and listing application, And adjust and change all matters of this spin off according to the requirements of domestic and foreign securities regulatory authorities.
4. Authorize the board of directors of the company and its authorized persons to decide other specific matters related to various matters of the spin off, including but not limited to hiring relevant intermediaries, signing, submitting and receiving necessary agreements and legal documents, and disclosing relevant information in accordance with applicable regulatory rules.
The validity period of the above authorization is 24 months, calculated from the date when the proposal is deliberated and adopted by the general meeting of shareholders of the company.
In conclusion, our lawyers believe that the eighth meeting of the ninth board of directors and the tenth meeting of the ninth board of directors of Jiangxi Copper Company Limited(600362) have made plans and plans for the spin off of Jiangxi copper foil, a holding subsidiary, to be listed on the gem of Shenzhen Stock Exchange. The spin off complies with the provisions of relevant laws and regulations and the spin off rules. The spin off is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, and Jiangxi Copper Company Limited(600362) maintains its independence and sustainable operation ability after the spin off, And Jiangxi copper foil has the corresponding standardized operation ability. The independent directors have expressed independent opinions on the above matters, and the relevant resolutions are legal and effective; The content and scope of the above authorization do not violate the provisions of the current relevant laws and the articles of Association; Matters related to the spin off need to be submitted to the Jiangxi Copper Company Limited(600362) shareholders’ meeting for deliberation and approval, and need to be agreed by the Hong Kong Stock Exchange; The initial public offering of Jiangxi copper foil and its listing on the gem of Shenzhen Stock Exchange need to be deliberated and approved by the board of directors and the general meeting of shareholders of Jiangxi copper foil, and need to obtain other possible approvals required by relevant laws and regulations such as the approval of Shenzhen Stock Exchange and the approval of registration by China Securities Regulatory Commission.
2、 Subject qualification of this spin off
According to Jiangxi Copper Company Limited(600362) current valid business license and articles of association, and through the lawyers of this office, it is posted on the national enterprise credit information publicity system (www.gsxt. Gov.cn.) As of the date of issuance of this legal opinion, the basic information of the company is as follows:
Company name Jiangxi Copper Company Limited(600362)
Unified social credit code 9136 Shenzhen Huaqiang Industry Co.Ltd(000062) 5912173b
Enterprise type Co., Ltd. (joint venture and listing between Taiwan, Hong Kong, Macao and China)
The registered capital is 3462729405 million yuan
Registration authority: Jiangxi market supervision and Administration Bureau
Legal representative: Zheng Gaoqing
Mining, beneficiation, smelting, processing and related technical services of non-ferrous metals and rare and precious metals, smelting, calendering and deep processing of non-ferrous metals, rare and precious metals, non-metallic minerals, non-ferrous metals and related by-products, sulfur chemical industry and its extension products and fine chemical products related to the above business; Non ferrous metal trade and precious metal trade; Beneficiation reagent, rubber products; Production and processing of toxic, corrosive, compressed and liquefied gases; Sales and after-sales service of self-produced products, relevant consulting services and business; Geotechnical slope, survey and culvert and tunnel works; Mechanical and electrical, civil construction maintenance and decoration; Automobile and construction machinery maintenance, mobile crane maintenance; Steel wire business scope: enhance the production of hydraulic rubber hose assemblies; Alloy wear-resistant product casting; mine
