Shanghai jintiancheng law firm
About Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd
Exemption from making an offer
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
On the exemption of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. from issuing an offer
Legal opinion
To: Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. (hereinafter referred to as "coking coal group" or "purchaser") and, 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 the acquisition of listed companies and other laws, regulations and normative documents, With respect to Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as " Shanxi Coking Coal Energy Group Co.Ltd(000983) " or "listed company", securities code: 000983), the non-public issuance of shares and payment of cash to coking coal group, the acquisition of 51% equity of Huajin coking coal and 49% equity of Mingzhu coal after separation, and the raising of supporting funds, Coking coal group issues this legal opinion on matters related to exemption from offering of non-public shares of listed companies with 51% equity of Huajin coking coal group.
Part I statement
1、 In order to issue this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties in accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient verification and verification to 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 responsibilities.
2、 In order to issue this legal opinion, our lawyers assume that the acquirer has provided us with the original written materials, copies, confirmation letters or certificates required for issuing this legal opinion; The purchaser guarantees that the documents and statements provided to the exchange are true, accurate and complete; If there are no false records, misleading statements or major omissions, and the documents are copies or copies, they are consistent with the original or the original.
3、 For the facts related to the issuance of this legal opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the supporting documents and commitment documents issued by relevant government departments, purchasers or other relevant units.
4、 Our lawyers only express legal opinions on the legal issues related to the purchaser's exemption from the offer, and do not express opinions on professional matters such as accounting, audit, asset evaluation or internal control. The reference of our lawyers to some data or conclusions in relevant accounting statements, audit reports and professional descriptions in the legal opinion does not mean that our lawyers make any explicit or implied guarantee for the authenticity and accuracy of these data and conclusions, except for the express opinions of our lawyers, Our lawyers are not properly qualified to verify and evaluate the contents of these documents.
5、 Our lawyer agrees that the purchaser shall submit this legal opinion as a necessary document for this transaction together with other materials to the securities regulatory authority. Our lawyers agree that the purchaser may quote some or all of the contents of this legal opinion, but such quotation shall not lead to legal ambiguity or misinterpretation.
6、 This legal opinion is only used by the purchaser for the purpose of this transaction, and shall not be used for other purposes without the written consent of the exchange.
7、 The firm and its lawyers have not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
Part II interpretation
In this legal opinion, unless the context otherwise requires, the following abbreviations have the following meanings:
Coking coal group and purchaser refer to Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd
Shanxi Coking Coal Energy Group Co.Ltd(000983) . Listed company refers to Shanxi Coking Coal Energy Group Co.Ltd(000983)
Shanxi Coking Coal Energy Group Co.Ltd(000983) non public offering of shares and payment of cash to the counterparty to acquire points. This transaction refers to the 51% equity of Huajin coking coal and 49% equity of Mingzhu coal after the establishment of this transaction, and raises supporting funds
This acquisition refers to the non-public offering of shares of listed companies subscribed by coking coal group with 51% equity of Huajin coking coal
The underlying assets refer to 51% equity of Huajin coking coal held by coking coal group and 49% equity of Mingzhu coal held by Li Jinyu and Gao Jianping
Huajin coking coal refers to Huajin Coking Coal Co., Ltd
Mingzhu coal industry refers to Shanxi Huajin Mingzhu Coal Industry Co., Ltd
Shanxi provincial government means the people's Government of Shanxi Province
Provincial State owned assets operation company refers to Shanxi state owned Capital Operation Co., Ltd
Shanxi SASAC refers to the state owned assets supervision and Administration Commission of Shanxi Provincial People's government
CSRC and CSRC refer to China Securities Regulatory Commission
Shanghai jintiancheng law firm
This legal opinion refers to the legal opinion of Shanghai jintiancheng law firm on the exemption of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd. from issuing an offer
Securities Law means the securities law of the people's Republic of China
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
The articles of association refers to the articles of association of Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The third part is the main body
1、 Subject qualification of purchaser
(I) basic information
According to the business license, articles of association of the purchaser and the information publicized by the national enterprise credit information publicity system, the industrial and commercial registration of coking coal group is as follows:
Company name Shanxi Coking Coal Energy Group Co.Ltd(000983) Group Co., Ltd
Unified social credit code 91140000731914164t
Address: No. 1, Section 1, xinjinci Road, Wanbailin District, Taiyuan
Legal representative: Zhao Jianze
The registered capital is 10623229900 yuan
Enterprise type other limited liability companies
Date of establishment: October 12, 2001
Business term: October 12, 2001 to no fixed term
Mining of mineral resources: coal mining; Coal processing; Coal sales; Mechanical repair; Wholesale and retail of steel, rolled and forged products, chemicals and building materials (except wood); Road freight transportation; Business scope: Automobile repair; planting; Aquaculture; Coal technology development and service.
The above business scope is only engaged by the company and its subordinate branches with the permission of the relevant special bank. See the amendment to the articles of Association for other business scope. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
After verification by our lawyers, as of the issuance date of this legal opinion, the equity structure of coking coal group is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1. Provincial state owned assets operation company 956090.691 90%
2. Shanxi Provincial Department of finance 106232.299 10%
Total 1062322.990 100%
According to the ownership structure of coking coal group, the provincial state-owned assets operation company holds 90% of the equity of coking coal group and is the controlling shareholder of coking coal group; Shanxi SASAC holds 100% equity of the provincial state-owned assets operation company and is the actual controller of coking coal group.
According to the verification of the lawyers of the exchange, as of the date of issuance of this legal opinion, the registration status of the purchaser in the national enterprise credit information publicity system is existing (in business, in business and on record), and there is no situation that should be terminated or dissolved in accordance with the provisions of laws, administrative regulations and the articles of association.
(II) the acquirer is not prohibited from acquiring a listed company as stipulated in Article 6 of the measures for the administration of acquisition
According to the purchaser's 2020 audit report, the purchaser's enterprise credit report and the purchaser's written commitment, and through the national enterprise credit information publicity system (www.gsxt. Gov.cn. / index. HTML), credit China (www.creditchina. Gov.cn. /), China judgment document network (Wenshu. Court. Gov.cn. /) China executive information disclosure website (zxgk. Court. Gov.cn. /), the official website of China Securities Regulatory Commission (www.csr. Gov.cn. / Pub / Newsite /), cninfo (www.cn. Info. Com. CN. / new / index) and other websites have been verified. As of the date of issuance of this legal opinion, The acquirer does not have the following circumstances under which it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of acquisition:
1. The purchaser has a large amount of debt, which is not paid off when due and is in a continuous state;
2. The acquirer 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. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired. Based on the above, our lawyers believe that:
As of the date of issuance of this legal opinion, the acquirer is an enterprise legal person legally established and effectively existing, and there is no need to terminate in accordance with relevant laws, administrative regulations, normative documents and the articles of association, and there is no situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of acquisition, so it has the subject qualification of this acquisition.
2、 This acquisition is exempt from making an offer as stipulated in the measures for the administration of acquisition
(I) relevant information of this acquisition
According to Shanxi Coking Coal Energy Group Co.Ltd(000983) report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft), the main contents of the overall scheme of this transaction are as follows:
1. The listed company issues shares and pays cash to purchase 51% equity of Huajin coking coal held by coking coal group and 49% equity of Mingzhu coal held by Li Jinyu and Gao Jianping.
2. The total amount of supporting funds raised by the listed company through non-public issuance of shares shall not exceed 100% of the transaction price of the company's purchase of assets by issuing shares in this transaction, and the number of shares issued shall not exceed 30% of the company's total share capital before this transaction.
The purchase of assets by issuing shares is not based on the successful implementation of raising supporting funds, and the success of raising supporting funds does not affect the performance and implementation of the purchase of assets by issuing shares.
According to the detailed equity change report prepared by the acquirer, the number and shareholding ratio of shares of listed companies held by coking coal group before and after this transaction are as follows:
Before and after completion
Name of shareholder
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Coking coal group 2228479641 54.40% 3131765196 61.89%
According to the relevant provisions of the securities law and the measures for the administration of acquisition, the acquisition of coking coal group triggers its obligation of tender offer.
(II) legal basis for exemption from tender offer
According to Article 63 of the measures for the administration of acquisitions, "investors may be exempted from making an offer under any of the following circumstances:... (V) if the shares with 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.
After verification by lawyers of the exchange, the acquisition complies with the exemption from making an offer stipulated in Item (V) of Article 63 of the acquisition management measures:
1. Before this acquisition, the acquirer directly held Shanxi Coking Coal Energy Group Co.Ltd(000983) 2228479641 shares, accounting for 54.40% of the total share capital of Shanxi Coking Coal Energy Group Co.Ltd(000983) , and was the controlling shareholder of Shanxi Coking Coal Energy Group Co.Ltd(000983) ; Shanxi SASAC is the actual controller of Shanxi Coking Coal Energy Group Co.Ltd(000983) . 2. According to the transaction plan, 963871325 shares are proposed to be issued to purchase assets without considering supporting financing
