Beijing Jindu law firm
about
Shanxi Coking Coal Energy Group Co.Ltd(000983)
Issue shares and pay cash to purchase assets and raise supporting funds
And related party transactions
of
Legal opinion
January 2002
catalogue
catalogue 1 Introduction 3 interpretation 7 text 16 I. This transaction plan 16 II. Subject qualification of all parties to this transaction 24 III. Major agreements involved in this transaction IV. approval and authorization of this transaction V. underlying assets involved in this transaction 35 VI. related party transactions and horizontal competition involved in this transaction 93 VII. Information disclosure involved in this transaction 111 VIII. Substantive conditions of this transaction 9. Qualification of securities service institutions 116 X. about the trading of shares by relevant personnel in this transaction 117 Xi. Conclusion one hundred and seventeen
Annex I other foreign invested enterprises of Huajin coking coal one hundred and twenty
Annex II branches of Huajin coking coal one hundred and twenty-three
Annex III intellectual property one hundred and twenty-four
Annex IV major creditor’s rights and debts of the subject company one hundred and twenty-eight
Annex V financial subsidies enjoyed by the subject company and its holding subsidiaries one hundred and thirty-one
Annex VI main pending litigation and arbitration of the subject company and its holding subsidiaries one hundred and thirty-five
Annex VII main administrative penalties of the subject company and its holding subsidiaries one hundred and thirty-seven
Annex VIII trusteeship enterprise of Huajin coking coal one hundred and fifty-eight
introduction
To: Shanxi Coking Coal Energy Group Co.Ltd(000983)
In accordance with the relevant provisions of 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 (hereinafter referred to as the measures for the administration of restructuring), the measures for the administration of securities issuance of listed companies and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as laws and regulations), Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) accepts the entrustment of Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as Shanxi Coking Coal Energy Group Co.Ltd(000983) , listed company or client) as a special legal adviser, Issue shares and pay cash for Shanxi Coking Coal Energy Group Co.Ltd(000983) to purchase 51% equity of Huajin Coking Coal Co., Ltd. (hereinafter referred to as Huajin coking coal) held by Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as coking coal group) and minority shareholders of Shanxi Huajin Mingzhu Coal Industry Co., Ltd. (hereinafter referred to as Mingzhu coal industry, which is jointly referred to as the target company with Huajin coking coal) Gao Jianping has issued this legal opinion on the relevant legal matters related to the 49% equity of Mingzhu coal industry held by Gao Jianping and the raising of supporting funds and related party transactions (hereinafter referred to as this transaction or this reorganization).
Based on China’s Chinese mainland laws and regulations, and the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) and the Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange), the lawyers of this institute shall make legal comments on the relevant matters of this transaction on the basis of full verification and verification. The main process of our lawyer’s verification, verification, preparation and issuance of this legal opinion on relevant legal matters involved in this exchange is as follows:
(I) understand the basic information of the listed company and the target company and submit a list of comprehensive legal due diligence documents
After being entrusted by Shanxi Coking Coal Energy Group Co.Ltd(000983) to act as the special legal adviser of the listed company in this reorganization, the exchange shall, in accordance with the measures for the administration of law firms engaging in securities legal business, the measures for the administration of reorganization, the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset reorganization of listed companies, the stock listing rules of Shenzhen Stock Exchange, etc According to the relevant regulations of Shenzhen Stock Exchange, the inspection plan has been prepared through the network retrieval methods of public websites such as enterprise information publicity system, credit China, enterprise inspection, mining rights market information public inquiry website of the Ministry of natural resources and preliminary talks with listed companies and their controlling shareholders, target companies and their management teams, Determined the specific inspection items, inspection procedures and inspection methods, and submitted a comprehensive list of legal due diligence documents to Shanxi Coking Coal Energy Group Co.Ltd(000983) and the target company and its subsidiaries for detailed understanding, verification and verification of Shanxi Coking Coal Energy Group Co.Ltd(000983) and the historical evolution, ownership structure and evolution, shareholders and actual controllers of the target company and its holding subsidiaries Main business and horizontal competition, main property, major creditor’s rights and debts, changes in major assets, related party transactions, directors, supervisors and senior managers, corporate governance, organizational structure, standardized operation, litigation and arbitration and administrative punishment.
The above list of legal due diligence documents includes the details of all necessary aspects to be verified for the issuance of this legal opinion and the submission guidelines of relevant documents. Our lawyers repeatedly and carefully explained the requirements and responsibilities of legal due diligence to Shanxi Coking Coal Energy Group Co.Ltd(000983) and relevant staff of the subject company, and answered their questions one by one, in order to fully understand the purpose, process, method and seriousness of legal due diligence.
After Shanxi Coking Coal Energy Group Co.Ltd(000983) and the target company successively submitted documents and materials according to the list of comprehensive legal due diligence documents, our lawyers prepared and submitted comprehensive or special supplementary legal due diligence lists to Shanxi Coking Coal Energy Group Co.Ltd(000983) and / or the target company for many times in combination with the actual situation provided by the documents and the continuous in-depth understanding and inspection of the project.
(II) implement the inspection plan and prepare working papers
In order to fully implement the inspection plan, the Institute has established a special working group composed of partners, senior lawyers, lawyers and paralegals. It has continuously collected relevant legal documents and evidence materials through on-site due diligence, written due diligence, online public search and query, followed the principles of prudence and importance, and made reasonable and full use of interview and visit Check by means of written review, field investigation, search and inquiry, correspondence, calculation or review, and make necessary analysis and judgment on the nature and effectiveness of Shanxi Coking Coal Energy Group Co.Ltd(000983) and the materials provided by the subject company, so as to verify and confirm the relevant facts.
During the inspection, the working group of the exchange evaluates and summarizes the implementation progress and effect of the inspection plan from time to time, makes appropriate adjustments according to the situation, repeatedly submits the list of supplementary due diligence documents to Shanxi Coking Coal Energy Group Co.Ltd(000983) and the target company, and formulates a special problem checklist or memorandum with other intermediaries.
Based on the principles of honesty, law-abiding, trustworthy, independence, diligence and due diligence, our lawyers constantly explain the inspection purpose with the client and the target company and require them to supplement corresponding supporting documents or evidential materials, so as to avoid the state of unclear facts, insufficient materials and unable to fully reflect the real situation of specific matters, which affects the accuracy of legal opinions; In addition, the lawyers of the firm reviewed the special certificates issued by the parties, third-party institutions or government agencies in writing, interviewed the target company and its holding subsidiaries and relevant business operators for many times, and further verified them through on-site visits, public search of legal science and technology big data, etc, In order to avoid the situation that there is no evidence or only solitary evidence for the inspection and judgment of specific matters.
In accordance with the requirements of the relevant securities legal business practice rules, our lawyers independently, objectively and fairly made analysis and judgment on whether the business matters are related to the law and whether they should perform the duty of special care of legal professionals. For matters requiring special attention of legal professionals, specific ways, means and measures for fulfilling their obligations have been formulated and implemented one by one. We have fulfilled the general duty of care of ordinary people for non legal business matters such as finance, accounting, evaluation, surveying and mapping, reserve mining, etc., and conducted necessary investigation on the professional opinions of the above-mentioned relevant service institutions under this transaction by checking their professional qualifications, integrity and consistency of report contents.
The lawyers of the firm shall take the documents directly obtained from state organs, organizations with the function of managing public affairs and other public institutions as the basis for issuing legal opinions after performing the necessary duty of care in accordance with the above principles; Documents not directly obtained from public institutions shall be used as the basis for issuing legal opinions after inspection. If the evidence materials obtained from different sources or obtained through different inspection methods have inconsistent conclusions on the same matter, the lawyer of the firm shall add necessary procedures for further verification. The reference in this legal opinion to some data and conclusions in relevant audit reports, financial statements, evaluation (valuation) reports, surveying and mapping reports and other professional reports does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and the exchange is not qualified to verify and evaluate such data.
After the inspection, our lawyers evaluated and summarized the implementation of the inspection plan, and believed that the inspection plan was implemented under the principles of professional prudence and importance that lawyers should follow when engaging in securities legal business. The lawyers of our firm classify the important documents collected in the due diligence and the written records, interview and inquiry records and reply letters made in the inspection process into a volume, completely keep the work records formed in the process of issuing this legal opinion, as well as all documents and materials obtained in the work, and prepare the working paper in time, As the basic material for issuing legal opinions for this reorganization.
(III) assist the listed company to urge the counterparty and the target company to rectify and solve relevant legal problems, and participate in the preparation of this reorganization
In view of the legal problems of the subject company and its holding subsidiaries found in the due diligence and inspection, our lawyers timely put forward corresponding rectification requirements and normative opinions to the counterparty coking coal group and the subject company through on-site meetings, audio and video meetings, written memoranda, e-mail, wechat and other forms, and urge them to rectify and solve them according to law; For the non-standard situations existing in the past, the lawyers of the firm, together with other intermediaries, conduct inspection through public and written inquiry of punishment records for violations of laws and regulations, obtaining external certificates issued by the competent administrative authority, visiting or confirming relevant customers / suppliers, obtaining statements and commitments of counterparties and other relevant parties, and disclose them in the corresponding sections of the legal opinion.
Our lawyers participated in the on-site and remote work of Shanxi Coking Coal Energy Group Co.Ltd(000983) this reorganization, attended the on-site and communication coordination meeting of intermediaries and relevant special meetings, participated in the discussion of Shanxi Coking Coal Energy Group Co.Ltd(000983) this reorganization plan together with Shanxi Coking Coal Energy Group Co.Ltd(000983) and other intermediaries, provided legal suggestions for the reorganization plan, and assisted Shanxi Coking Coal Energy Group Co.Ltd(000983) in drafting bills, resolutions Agreements and other documents.
(IV) review by the audit team
The core team of the Institute has carefully discussed and reviewed the inspection plan and its implementation, the production of working papers, the solution of relevant problems in the process of work, and the production of this legal opinion. For the difficult problems found by the project team and the kernel team, relevant collective meetings were organized to discuss and form relevant written opinions and kernel feedback. The handling lawyer shall modify and improve the relevant contents of the legal opinions according to the relevant opinions of the core group.
(V) issuing legal opinions
Based on the above work, this legal opinion is prepared and issued after checking the relevant materials and facts and carefully analyzing and judging the legal issues related to Shanxi Coking Coal Energy Group Co.Ltd(000983) this reorganization in accordance with the requirements of the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation).
Since the firm accepted Shanxi Coking Coal Energy Group Co.Ltd(000983) the entrustment of the project to the date of issuance of this legal opinion, the lawyers of the project team of the firm have worked for the project for more than 2500 working hours.
The issuance of this legal opinion has been guaranteed by the relevant parties to this transaction as follows:
1. Each party has provided the exchange with the original written materials, copies, copies, letters of commitment, letters of confirmation, instructions or certificates required for the issuance of this legal opinion;
2. The documents and materials provided by each party to the exchange are true, accurate, complete and effective without any concealment, omission, falsehood or misleading. If the documents and materials are copies or copies, they are consistent with the original or the original.
The exchange agrees Shanxi Coking Coal Energy Group Co.Ltd(000983) to submit this legal opinion as a necessary legal document for this transaction together with other application materials to the CSRC and Shenzhen stock exchange for review, and bear corresponding legal liabilities for the legal opinion issued by the exchange according to law. This 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 that Shanxi Coking Coal Energy Group Co.Ltd(000983) shall quote the relevant contents of this legal opinion in the relevant documents prepared for the exchange in accordance with the examination requirements of the CSRC, but when making the above quotation, it shall not cause legal ambiguity or misinterpretation due to quotation. Our lawyers have the right to review and confirm the relevant contents of the above relevant documents again.
In accordance with laws and regulations and the facts that have occurred or existed before the issuance date of this legal opinion, the office and the handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, fully verified and verified the matters related to this transaction, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued by the exchange are legal and accurate, and there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
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:
Shanxi Coking Coal Energy Group Co.Ltd(000983) / coking coal shares refer to Shanxi Coking Coal Energy Group Co.Ltd(000983)
/Listed company / transferee
Xishan Coal Power Co., Ltd. refers to Shanxi Xishan Coal Power Co., Ltd. Shanxi Coking Coal Energy Group Co.Ltd(000983) formerly known as Shanxi Coking Coal Energy Group Co.Ltd(000983) and renamed as Shanxi Coking Coal Energy Group Co.Ltd(000983) on December 11, 2020
Coking coal group refers to Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd
Huajin coking coal refers to Huajin Coking Coal Co., Ltd
Huajin company refers to Huajin coking coal company, the predecessor of Huajin coking coal before its restructuring
Huajin energy refers to Shanxi Huajin Energy Technology Co., Ltd
