Beijing Zhonglun law firm
About Yunnan Xiyi Industrial Co.Ltd(002265)
Legal opinions on issuing shares and paying cash to purchase assets and raise supporting funds
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
interpretation...... 2 text eight
1、 The scheme of this transaction eight
2、 The subject qualification of the parties to this transaction twenty-two
3、 Approval and authorization of this transaction twenty-six
4、 Agreements related to this transaction twenty-eight
5、 The substantive conditions of this transaction twenty-nine
6、 The underlying assets of this transaction thirty-eight
7、 Related party transactions and horizontal competition involved in this transaction fifty-nine
8、 The handling of creditor's rights and debts and employee placement involved in this transaction sixty-two
9、 Disclosure and reporting obligations involved in this transaction sixty-two
10、 Main securities service institutions participating in this transaction and their qualifications sixty-two
11、 About the self inspection of the trading of shares by the relevant parties in this reorganization sixty-three
12、 Concluding observations sixty-five
Annex I: real estate owned by construction industry and its subsidiaries sixty-eight
Annex II: list of trademark rights seventy-four
Annex III: list of patent rights seventy-six
Annex IV: copyright list ninety-nine
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings respectively:
Yunnan Xiyi Industrial Co.Ltd(002265) , listed company, company refers to Yunnan Xiyi Industrial Co.Ltd(002265)
Counterparty and ordnance equipment group refer to China Ordnance Equipment Group Co., Ltd., the actual controller of the company
Nanfang assets refers to Nanfang Industrial Asset Management Co., Ltd., the controlling shareholder of the company
Changjiang optoelectronics refers to Wuhan Changjiang optoelectronics Co., Ltd
Construction industry and target company refer to Chongqing construction industry (Group) Co., Ltd., formerly known as Chongqing Construction Industry Co., Ltd
Construction transmission refers to Chongqing Construction Transmission Technology Co., Ltd., formerly known as Chongqing Changrong Machinery Co., Ltd., a wholly-owned subsidiary of construction industry
Huaqing machinery refers to Sichuan Huaqing Machinery Co., Ltd., a wholly-owned subsidiary of construction industry
Zhujiang optoelectronics refers to Chongqing Zhujiang Optoelectronics Technology Co., Ltd., a wholly-owned subsidiary of construction industry
Changfengjiquan refers to Chongqing changfengjiquan Machinery Co., Ltd., a wholly-owned subsidiary of construction industry
Haofang precision refers to Chongqing Construction Haofang Precision Manufacturing Co., Ltd., a holding subsidiary of construction industry
Huaqing branch of construction industry refers to Huaqing branch of Chongqing construction industry (Group) Co., Ltd
Jiangjin branch of construction industry refers to Jiangjin branch of Chongqing construction industry (Group) Co., Ltd
China Titanium Precision refers to Chongqing construction China Titanium Precision Manufacturing Co., Ltd. and construction industry joint stock company
Chongqing naishite refers to Chongqing naishite Steering System Co., Ltd. and construction industry joint stock company
Tongda industry refers to Chongqing Construction Tongda Industry Co., Ltd. and construction industry joint stock company
Costar Group Co.Ltd(002189) construction refers to Chongqing Costar Group Co.Ltd(002189) Construction Coating Technology Co., Ltd. and construction industry joint stock company
Jinlin industry refers to Chengdu Jinlin Industrial Manufacturing Co., Ltd
The underlying asset refers to 100% equity of construction industry
This issuance of shares and payment of cash purchase refers to Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares to ordnance equipment group and paying cash to purchase 100% equity of asset purchase and construction industry held by it
The supporting funds raised this time refer to the supporting funds raised by Yunnan Xiyi Industrial Co.Ltd(002265) from non-public offering of shares to no more than 35 specific investors
This transaction, this reorganization and this refers to the overall transaction plan including the issuance of shares, the payment of cash to purchase assets and the major asset reorganization of the raised matching funds
The agreement on issuing shares and paying cash to purchase the assets of Yunnan Xiyi Industry Co., Ltd. signed between the listed company and ordnance equipment group refers to the agreement on issuing shares and paying cash to purchase assets between the company and China Ordnance Equipment Group Co., Ltd
Performance commitment and compensation agreement refers to the performance commitment and compensation agreement between Yunnan Xiyi Industry Co., Ltd. and China Ordnance Equipment Group Co., Ltd. signed by the listed company and ordnance equipment group
Supplement to performance commitment and compensation agreement the public charging agreement of Yunnan Xiyi Industry Co., Ltd. signed by the listed company and ordnance equipment group refers to the supplementary agreement to the performance commitment and compensation agreement between the company and China Ordnance Equipment Group Co., Ltd
Three consecutive fiscal years (including the performance commitment period index of the year when the issuance of shares and the payment of cash for the purchase of assets are completed) after the implementation of the issuance of shares and the payment of cash for the purchase of assets, i.e. 2022, 2023 and 2024.
If the time for the completion of the issuance of shares and the payment of cash for the purchase of assets is delayed, the compensation performance commitment period shall be postponed accordingly
The reporting period refers to 2020, 2021 and January March 2022, i.e. from January 1, 2020 to March 31, 2022
The benchmark date refers to November 30, 2021
The audit base date refers to March 31, 2022
China Securities Co.Ltd(601066) securities refer to China Securities Co.Ltd(601066)
Zhongxinghua certified public accountants refers to zhongxinghua Certified Public Accountants (special general partnership)
Zhongshui Zhiyuan appraisal refers to Zhongshui Zhiyuan Assets Appraisal Co., Ltd
This office / Zhonglun refers to Beijing Zhonglun law firm
The audit report of Chongqing construction industry (Group) Co., Ltd. issued by zhongxinghua certified public accountants refers to the audit report on simulated consolidation and financial statements of the parent company (zhongxinghua zhuanzi [2022] No. 010357)
The asset appraisal report of Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares issued by Zhongshui Zhiyuan appraisal refers to the asset appraisal report of all equity value projects of shareholders of Chongqing construction industry (Group) Co., Ltd. involved in cash purchase of assets and raising supporting funds and related party transactions (Zhongshui Zhiyuan appraisal report Zi [2022] No. 010012)
Reference review report refers to the review report of Yunnan Xiyi Industrial Co.Ltd(002265) reference financial statements issued by zhongxinghua Certified Public Accountants (zxhyz [2022] No. 010011)
Restructuring report refers to the report on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) (Revised Version)
This legal opinion refers to the legal opinion of Beijing Zhonglun law firm on Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raise supporting funds
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
The State Administration of science, technology and industry for national defense refers to the State Administration of science, technology and industry for national defense, formerly known as the Commission of science, technology and industry for national defense
Commission of science, technology and industry for national defense refers to the Commission of science, technology and industry for national defense
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
CSRC refers to the China Securities Regulatory Commission
M & a committee refers to the M & A Review Committee of listed companies of CSRC
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public - major asset restructuring of listed companies
The articles of association refers to the Yunnan Xiyi Industrial Co.Ltd(002265) articles of association in force
China means the people's Republic of China. For the purpose of this legal opinion, it does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Yuan / ten thousand yuan refers to RMB yuan / ten thousand yuan unless otherwise specified
Note: the discrepancy between the sum of individual data and the total in the relevant tables of this legal opinion is due to rounding.
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