Beijing Guantao Zhongmao law firm
About Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions
of
Supplementary legal opinion (I)
May, 2002
catalogue
1、 Question 1 of feedback 3 II. Question 2 of the feedback 17 III. question 3 of feedback 22 IV. question 4 of the feedback 5. Feedback 5 78 VI. question 6 of feedback 91 VII. Question 7 of the feedback 96 VIII. Question 8 of feedback 104 IX. question 9 of the feedback 110 X. question 13 of the feedback 111 Xi. Question 21 of the feedback one hundred and twenty-two
Beijing Guantao Zhongmao law firm
About Shanxi Coking Coal Energy Group Co.Ltd(000983)
Issuing shares and paying cash to purchase assets and raising matching funds and related party transactions
Supplementary legal opinion (I)
Guanyi Zi 2022 No. Shanghai Xujiahui Commercial Co.Ltd(002561) to: Shanxi Coking Coal Energy Group Co.Ltd(000983)
As the special legal adviser of Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions, the exchange has issued the legal opinion of Beijing Guantao Zhongmao law firm on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raise supporting funds and related party transactions (Guanyi Zi 2022 No. 001540) on this transaction Guanyi Zi 2022 No. 001537 special verification opinions of Beijing Guantao Zhongmao law firm on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions Guanyi Zi 2022 No. 001538 special verification opinions of Beijing Guantao Zhongmao law firm on the self inspection of insider stock trading of Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets, raising supporting funds and related party transactions Special verification opinions of Beijing Guantao Zhongmao law firm on the notice of amendment of administrative license application for Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions (the above-mentioned legal opinions are collectively referred to as "legal opinions").
The exchange has now verified the relevant legal issues and related matters that require the opinions of the exchange in the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the "feedback") issued by the CSRC on April 28, 2022, And issued the supplementary legal opinion (I) of Beijing Guantao Zhongmao law firm on Shanxi Coking Coal Energy Group Co.Ltd(000983) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the "supplementary legal opinion").
In order to issue this supplementary legal opinion, the exchange and the handling lawyer have conducted necessary verification and verification of the relevant facts, laws and regulations involved in this transaction in accordance with the current laws and regulations in Chinese Mainland and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
The transaction related parties of the exchange have provided the original written materials, copy materials and photocopy materials required by the exchange and the handling lawyer to issue this supplementary legal opinion, and the documents and materials provided by each party to the exchange and the handling lawyer are true, accurate, complete and effective without concealment, falsehood and major omissions. On the premise that the copy or photocopy is consistent and consistent with the original or the original, Agree to issue this supplementary legal opinion. For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the certificates or explanatory documents issued by relevant government departments, relevant parties to this transaction or other relevant institutions to issue verification opinions. This supplementary legal opinion is only for Shanxi Coking Coal Energy Group Co.Ltd(000983) the purpose of this transaction and shall not be used for any other purpose. The exchange agrees to submit this supplementary legal opinion as a necessary legal document of the exchange to the Shenzhen stock exchange together with other application materials, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
The exchange agrees that Shanxi Coking Coal Energy Group Co.Ltd(000983) in the relevant documents prepared by for the exchange, the relevant contents of this legal opinion shall be quoted in accordance with the examination requirements of the CSRC, but the above quotation shall not lead to legal ambiguity or misinterpretation due to quotation. Our lawyers have the right to review and confirm the relevant contents of the above-mentioned relevant documents again. Unless otherwise defined in this supplementary legal opinion, the premise of legal opinion and the interpretation of relevant terms in this legal opinion are also applicable to this supplementary legal opinion.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the relevant documents and materials provided by the relevant parties to this transaction, and now issues the following supplementary legal opinions:
1、 Question 1 of feedback
According to the application documents, 1) on July 31, 2021, Huajin Coking Coal Co., Ltd. (hereinafter referred to as Huajin coking coal or the underlying assets) carried out the survival division and established Shanxi Huajin Energy Technology Co., Ltd. (hereinafter referred to as Huajin energy). 2) Before April 2011, Huajin coking coal was held by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as coking coal group) and China Coal Energy Company Limited(601898) ( China Coal Energy Company Limited(601898) . SH) with 50% and 50% respectively. According to public data, China Coal Energy Company Limited(601898) incorporated Huajin coking coal into the consolidated financial statements. On April 11, 2011, the general office of Shanxi Provincial People's government issued the minutes of the meeting on coordinating and straightening out the property right relationship and safety production management responsibility between Huajin coking coal company and Wangjialing coal mine. It was agreed that Huajin coking coal was controlled by coking coal group, with coking coal group holding 51% and China Coal Energy Company Limited(601898) holding 49%. Please your company: 1) supplement and disclose the reasons for the survival and division of the subject assets, whether the relevant review and registration procedures for the survival and division are complete, whether the specific arrangements for relevant creditor's rights and debts, and whether the delivery of assets and personnel are clear. 2) In combination with the specific process of separation, supplement and disclose the basis for the separation of assets and liabilities, and whether the operating income, cost, expense and other subjects of Zhonghua Jinjiao coal can be accurately distinguished from Huajin energy in the process of preparing simulation statements; Whether the simulated statement involves asset transfer and divestiture, if so, the principle, method, specific divestiture and its impact on the corresponding financial indicators of the underlying assets; Combined with the differences between the simulated report and the original report, this paper analyzes the reasons and rationality of the major financial indicators of the subject assets (including the main subsidiary Shanxi Huajin Jining Coal Industry Co., Ltd.) in the reporting period.
3) Whether the division involves tax payment and its payment. 4) In combination with the agreement of relevant parties on the ownership of contingent equity of Shanxi Huajin Jining Coal Industry Co., Ltd. (Huajin coking coal holding subsidiary, hereinafter referred to as Jining coal industry) and the litigation situation of equity dispute of Jining coal industry during the separation of the underlying assets, supplementary disclosure shall be made on whether the listed company has any subsequent acquisition plan or arrangement for contingent equity of Jining coal industry after the completion of this transaction. Independent financial advisers, lawyers and accountants are invited to check and express clear opinions.
reply:
(I) supplementary disclosure of the reasons for the existence and division of the underlying assets, whether the relevant review and registration procedures for the existence and division are complete, whether the specific arrangements for relevant creditor's rights and debts, and whether the delivery of assets and personnel are clear
1. Reasons for the existence and division of the subject assets
According to the separation plan, the reasons for the survival and separation of the subject assets are as follows:
In April 2019, Shanxi Province held a provincial Conference on deepening the reform of state-owned enterprises, proposing to make good use of listed companies, strengthen market value management and gradually improve the asset securitization rate. In April 2020, Shanxi Province held a special meeting on improving the asset securitization rate of provincial state-owned enterprises to encourage qualified enterprise groups to inject assets into listed companies. Huajin coking coal, as the main target asset of asset securitization of coking coal group in 2021, will integrate its high-quality coal assets into listed companies through this reorganization, which will improve the profitability of listed companies and the securitization rate of state-owned assets, and realize the preservation and appreciation of state-owned assets.
Before the division of Huajin coking coal, in addition to the main coal mine assets, Huajin coking coal also held 10% equity of coking coal real estate and 3.33% equity of Fenhe property. Since the real estate development business and property management business involved in coking coal real estate and Fenhe property are not the main business of Huajin coking coal, considering that the real estate development business and property management business are not related to the coal mine business, in order to further focus on the main business, Promote the securitization of high-quality assets of Huajin coking coal. Before this transaction, the real estate development business and property management business of Huajin coking coal unrelated to coal mine assets were stripped off; For the dispute over the confirmation of equity (hereinafter referred to as "contingent equity") claimed by Huajin coking coal that it should hold more than 51% of the equity of Jining coal industry (hereinafter referred to as "contingent equity"), considering that it is unlikely to solve the possibility of equity confirmation in the short term, the contingent equity held by Huajin coking coal that may be confirmed by court judgment in the future will be stripped from Huajin coking coal before this transaction.
Based on the above considerations, coking coal group separated Huajin coking coal before this reorganization.
2. Whether the review and registration procedures related to the survival and division of the subject assets are complete
According to the resolutions of the shareholders' meeting and the employees' Congress of Huajin coking coal, the relevant audit report issued by Lixin, the relevant asset evaluation report issued by Zhongshui Zhiyuan, the notice and announcement documents of creditors of the division, and the opinions and notices issued by provincial Guoyun company and coking coal group, the Division mainly performed the following relevant review and registration procedures: (1) the resolution of the shareholders' meeting of Huajin coking coal
On July 1, 2021, Huajin coking coal held the second interim meeting of the 2021 shareholders' meeting to consider and approve the separation plan of Huajin Coking Coal Co., Ltd.
On December 31, 2021, Huajin coking coal held the fourth interim meeting of the 2021 shareholders' meeting to consider and approve the revised separation plan of Huajin Coking Coal Co., Ltd., the revised articles of association of Huajin Coking Coal Co., Ltd. and the separation agreement of Huajin Coking Coal Co., Ltd.
(2) Resolution of Huajin coking coal workers' Congress
On December 31, 2021, Huajin coking coal held the fourth staff congress of the sixth session, which deliberated and approved the separation plan of Huajin Coking Coal Co., Ltd. and the separation staff resettlement plan of Huajin Coking Coal Co., Ltd. (3) Audit evaluation of this division
On December 15, 2021, Lixin issued the audit report and financial statements of Huajin Coking Coal Co., Ltd. (Xin Hui Shi Bao Zi [2021] No. zk21237) and the audit report and financial statements of Shanxi Huajin Energy Technology Co., Ltd. (Xin Hui Shi Bao Zi [2021] No. zk21239) for the surviving company Huajin coking coal and the newly established company Huajin energy in this division.
On December 15, 2021, Zhongshui Zhiyuan issued the asset appraisal report on all shareholders' equity project of Huajin Coking Coal Co., Ltd. after the division involved in the proposed division of Huajin Coking Coal Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2021] No. 040015) and Assets appraisal report on the project of all shareholders' rights and interests of Shanxi Huajin Energy Technology Co., Ltd. involved in the proposed division of Huajin Coking Coal Co., Ltd. (Zhongshui Zhiyuan pingbao Zi [2021] No. 040021).
(4) Creditors' notices and announcements
After the shareholders' meeting of Huajin coking coal held on July 1, 2021 made the separation resolution:
i. Within 10 days from the date of the above division resolution, Huajin coking coal notified its relevant main creditors in writing.
ii. On July 30, 2021 (within 30 days from the date of the above division resolution), Huajin coking coal published the division announcement in Shanxi Evening News, which stated that in order to protect the legitimate rights and interests of creditors, creditors can require Huajin coking coal to pay off debts or provide corresponding guarantees according to the valid creditor's rights documents and relevant certificates within 45 days from the date of the announcement. If the creditor fails to exercise the above rights within the specified time limit, the division of Huajin coking coal shall be implemented in accordance with legal procedures.
On September 15, 2021, the shareholders of Huajin coking coal group and China Coal Energy Company Limited(601898) respectively issued the description of debt repayment or debt guarantee and the description of debt guarantee or debt repayment, stating that Huajin coking coal had published the separation announcement in Shanxi Evening News on July 30, 2021, and the public notice period ended on September 14 (45), 2021, and all the debts of Huajin coking coal before the separation were borne by the surviving company Huajin coking coal, The newly established company Huajin energy shall bear joint and several liability and other matters.
(5) Competent department for examination and approval of state-owned assets filing
On August 4, 2021, the provincial Guoyun company issued the opinions on matters related to the survival and division of Huajin Coking Coal Co., Ltd. (jgzgh [2021] No. 321) to the coking coal group, agreeing in principle to the survival and division of Huajin coking coal.
On August 10, 2021, coking coal group issued the reply on the existence and division of Shanjiao Huajin ( Shanxi Coking Coal Energy Group Co.Ltd(000983) Zihan [2021] No. 336) to Huajin coking coal, and agreed in principle to the existence and division of Huajin coking coal. On December 29, 2021, the provincial Guoyun company issued the opinions on matters related to the registered capital and shareholder contribution of the surviving company and the newly established company after the division of Huajin Coking Coal Co., Ltd. (jgzggh [2021] No. 524) to the coking coal group. In principle, it agreed with the registered capital of the surviving company and the newly established company requested and determined by the coking coal group, that is, the total registered capital of Huajin coking coal is 370635256218 yuan, Among them, coking coal group holds a registered capital of 189023980671 yuan and China Coal Energy Company Limited(601898) holds a registered capital of 181611275547 yuan; Hua
