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Beijing Kangda (Hangzhou) law firm
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《 Zhenhai Petrochemical Engineering Co.Ltd(603637)
Detailed report on changes in equity
Legal opinion
January 2002
catalogue
interpretation…… 2 text 6 I. subject qualification of information disclosure obligor 6 II. Purpose and approval procedure of this equity change 10 III. method of this equity change and relevant equity change agreement 12 IV. capital source and payment method of this equity change 15 v. follow up plan after this equity change 15 VI. impact of this equity change on listed companies 17 VII. Major transactions between information disclosure obligors and listed companies 17 VIII. Information on the purchase and sale of shares of listed companies by the information disclosure obligor within the first six months 18 IX. concluding observations twenty
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Information disclosure obligor / Ningbo Shuntong refers to Ningbo Shuntong Group Co., Ltd
Ningbo Shunjian / legal person acting in concert refers to Ningbo Shunjian Group Co., Ltd
Natural persons acting in concert refer to Zhao Liwei, fan Qihai, fan Xiaomei and Weng Wei
Zhenhai Petrochemical Engineering Co.Ltd(603637) / listed company refers to Zhenhai Petrochemical Engineering Co.Ltd(603637)
The detailed equity change report of Zhenhai Petrochemical Engineering Co., Ltd. prepared for the purpose of this transaction refers to
Detailed equity change report of the company
1. Ningbo Shuntong transferred 12289331 shares of Zhenhai Petrochemical Engineering Co., Ltd. jointly held by Zhao Liwei and other 40 natural persons, accounting for 5.04% of the total shares of the company in this equity change / this transaction;
2. At the same time, Ningbo Shuntong, Ningbo Shunjian, Zhao Liwei, fan Qihai, fan Xiaomei and Weng Wei formed a concerted action relationship.
On January 12, 2022, the share transfer agreement between Ningbo Shuntong and Zhao Liwei and other 40 natural persons refers to
Share transfer agreement signed
On January 12, 2022, Ningbo Shuntong, Ningbo Shunjian and Zhao Liwei, the “agreement on concerted action” refers to
Agreement on concerted action signed by fan Qihai, fan Xiaomei and Weng Wei
Company law means the company law of the people’s Republic of China
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 standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 refers to
No. 15 – equity change report
The standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 refers to
No. 16 – Report on acquisition of listed companies
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Beijing Kangda (Hangzhou) law firm
Yuan means RMB yuan
Beijing Kangda (Hangzhou) law firm
Legal opinion on Zhenhai Petrochemical Engineering Co.Ltd(603637) detailed equity change report
Kangda FA Yi Zi [2022] No. [0163] to: Ningbo Shuntong Group Co., Ltd
Beijing Kangda (Hangzhou) law firm has accepted the entrustment of Ningbo Shuntong Group Co., Ltd. to act as the special legal adviser for Ningbo Shuntong’s acquisition of Zhenhai Petrochemical Engineering Co.Ltd(603637) some shares. In accordance with the company law, securities law, measures for the administration of acquisition, Standard No. 15 and Standard No. 16 and other laws, regulations, rules and relevant normative documents, This legal opinion is issued on matters related to the preparation of the detailed equity change report for its acquisition Zhenhai Petrochemical Engineering Co.Ltd(603637) .
Our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate. There are no false records, misleading statements or major omissions in this legal opinion.
In order to issue this legal opinion, our lawyers have conducted necessary verification and verification on the relevant matters involved in the detailed report on changes in equity. Our lawyers only check and verify the authenticity, accuracy and completeness of the detailed report on changes in equity, and give legal opinions. Our lawyers are not qualified to make professional judgment on accounting, auditing, asset evaluation and other non legal matters. Our lawyers’ legal opinions based on the documents directly obtained from accounting firms and asset appraisal institutions do not mean any express or implied guarantee for the authenticity, accuracy and completeness of the data and conclusions in the documents.
For the fact that this legal opinion is very important and cannot be supported by independent evidence, we rely on the supporting documents issued by relevant government departments, assignees or other relevant units to issue this legal opinion.
The information disclosure obligor has assured the exchange that the information provided by it is true, accurate and complete without false records, misleading statements or major omissions, and shall bear legal responsibility for the authenticity, accuracy and integrity of the information provided.
Our lawyers agree that the information disclosure obligor shall quote some or all of the contents of this legal opinion in the detailed equity change report, but when the information disclosure obligor makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to quotation.
The exchange agrees to take this legal opinion as one of the documents related to this equity change, report it to the relevant departments together with other documents, and bear corresponding legal liabilities for the legal opinions issued according to law.
This legal opinion is only for the purpose of this equity change of the information disclosure obligor in Zhenhai Petrochemical Engineering Co.Ltd(603637) and shall not be used for any other purpose.
In accordance with the provisions of the securities law, the measures for the administration of securities business conducted by law firms and 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 Chinese lawyer industry, the Office and its handling lawyers issue the following legal opinions:
text
1、 Subject qualification of information disclosure obligor
(I) the information disclosure obligor of this equity change is Ningbo Shuntong
1. Basic information of Ningbo Shuntong
According to the business license provided by the company and through our lawyer, log in to the website of the national enterprise credit information publicity system（ http://www.gsxt.gov.cn. ）Upon verification, the basic information of Ningbo Shuntong is as follows:
Company name: Ningbo Shuntong Group Co., Ltd
Legal representative: Yao Guofeng
Unified social credit code 9133028111446696193
Registered address: No. 388, Nanlei South Road, Yuyao City, Zhejiang Province (self declaration)
Date of establishment: April 9, 1996
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
The registered capital is 187.57 million yuan
Business scope: transportation infrastructure construction investment and technical consulting services
Operating period: April 9, 1996 to long term
Upon verification by our lawyers, as of the date of issuance of this legal opinion, Ningbo Shuntong is a legally established and validly existing limited liability company, and there is no need to terminate in accordance with laws, administrative regulations and the articles of association.
2. Concerted action of information disclosure obligors
(1) Ningbo Shunjian Group Co., Ltd., unified social credit Code: 91330281074920547w; Company type: other limited liability companies; Legal representative: Chu Xiaojun; Registered capital: 687848900 yuan; Registered address: 17th floor, Nanlei building, No. 2, tanjialing East Road, Yuyao City, Zhejiang Province; Business scope: urban construction and development, project investment, municipal public infrastructure construction, real estate development and real estate, new rural construction, industrial investment, sales of building materials and municipal pipe network, land development. Operating period: August 1, 2013 to July 31, 2033.
(2) Zhao Liwei, male, China nationality, no permanent residence right abroad, ID number 33021119481110****, residence: Yinzhou District, Ningbo, Zhejiang * * * *;
(3) Fan Qihai, male, China nationality, no permanent residence right abroad, ID number 33021119630711****, residence: Jiangbei District, Ningbo, Zhejiang province * * * *;
(4) Fan Xiaomei, female, China nationality, no permanent residence right abroad, ID number 33021119620202****, residence: Yinzhou District, Ningbo, Zhejiang * * * *;
(5) Weng Wei, male, China nationality, no permanent residence right abroad, ID number 33021119680424****, residence: Yinzhou District, Ningbo, Zhejiang * * * *.
(II) controlling shareholders and actual controllers of the information disclosure obligor and its legal person acting in concert
According to the detailed equity change report and verified by our lawyers, as of the date of issuance of this legal opinion, the equity structure of information disclosure obligor Ningbo Shuntong and its legal person acting in concert Ningbo Shunjian is as follows:
Yuyao state owned Assets Management Office
90%
Yuyao Shuncai Investment Holding Co., Ltd
100% 87.2285%
Ningbo Shuntong Group Co., Ltd. Ningbo Shunjian Group Co., Ltd
The controlling shareholders of the information disclosure obligor and its legal person acting in concert are Yuyao Shuncai Investment Holding Co., Ltd. the basic information is as follows:
Name: Yuyao Shuncai Investment Holding Co., Ltd
Registered address: No. 118, nanbinjiang Road, Yuyao City, Zhejiang Province
Legal representative: Jin Wei
Registered capital: 150 million yuan
Unified social credit code 913302813692217
Date of establishment: February 17, 2015
Enterprise type: limited liability company (state-owned holding)
Business term: February 17, 2015 to long term
