Beijing Tianyuan law firm
About Ningxia Jiaze Renewables Corporation Limited(601619)
Major asset purchases and related party transactions
Legal opinion
Beijing Tianyuan law firm
10 / F, The Pacific Securities Co.Ltd(601099) insurance building, No. 28 Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Ningxia Jiaze Renewables Corporation Limited(601619)
Legal opinions on major asset purchase and related party transactions
Jtgz (2022) No. 004
To: Ningxia Jiaze Renewables Corporation Limited(601619)
According to the entrustment agreement signed between Beijing Tianyuan law firm (hereinafter referred to as "the firm") and Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as " Ningxia Jiaze Renewables Corporation Limited(601619) " or "the company" or "the listed company"), the firm acted as the special Chinese legal adviser for the company's major asset purchase and related party transactions and issued legal opinions.
In accordance with the securities law of the people's Republic of China, the company 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 (for Trial Implementation), and the measures for the administration of major asset restructuring of listed companies Standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022), provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations, relevant provisions of China Securities Regulatory Commission and facts that have occurred or exist before the date of issuance of this legal opinion, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
catalogue
interpretation...... 3 declare that 7 text nine
1、 The scheme of this transaction nine
2、 The subject qualifications of the parties to this transaction fifteen
3、 Approval and authorization of this transaction twenty-three
4、 The substantive conditions of this transaction twenty-five
5、 Agreements related to this transaction twenty-seven
6、 The underlying assets of this transaction twenty-eight
7、 The treatment of creditor's rights and debts and employee resettlement involved in this transaction seventy-two
8、 Related party transactions and horizontal competition involved in this transaction seventy-two
9、 The information disclosure obligations performed by this transaction seventy-six
10、 The securities service institutions involved in this transaction seventy-seven
11、 Verification of securities trading behavior of relevant parties to this transaction seventy-eight
12、 Concluding observations seventy-eight
Attached table 1: foreign investment of ningbai Fund eighty-one
Schedule 2: land use rights of ningbai fund and its subsidiaries eighty-seven
interpretation
The following abbreviations mentioned in this legal opinion have the following meanings unless otherwise explained in the context:
Jiaze Xinneng, gongzhi Ningxia Jiaze Renewables Corporation Limited(601619)
Company, listed company
The sponsors refer to Jinyuan Rongtai Investment Management (Ningxia) Co., Ltd., Beijing Kexinyuan Mining Investment Co., Ltd. and Beijing Jiashi Longbo Investment Management Co., Ltd
Actual controller refers to Chen Bo
Jinyuan Rongtai Investment Management (Ningxia) Co., Ltd., formerly known as Jinyuan Rongtai International Investment Management (Beijing) Co., Ltd., is the initiator and controlling shareholder of Ningxia Jiaze Renewables Corporation Limited(601619)
Kexinyuan refers to Beijing Kexinyuan Mining Investment Co., Ltd., the initiator of Ningxia Jiaze Renewables Corporation Limited(601619) , which was cancelled in September 2018
Harvest Longbo refers to Beijing harvest Longbo Investment Management Co., Ltd., which is the initiator and shareholder of Ningxia Jiaze Renewables Corporation Limited(601619)
Jiaze group refers to Ningxia Jiaze Group Co., Ltd
Hainan Kaixian refers to Hainan Kaixian Private Equity Fund Management Co., Ltd., which is a company controlled by Ningxia Jiaze Renewables Corporation Limited(601619) through Shanghai Jiarong new energy Co., Ltd., a wholly-owned subsidiary
Ningbai fund and target refer to Ningxia ningbai Industrial Investment Fund (limited partnership) enterprise and partnership
Ningxia Kaixian refers to Ningxia Kaixian Capital Management Co., Ltd
Kaixian capital refers to Kaixian Capital Management Co., Ltd., which is the private fund manager of ningbai fund
Shanghai gas investment refers to Shanghai Electric Group Company Limited(601727) Investment Co., Ltd
The counterparty refers to Ningxia Kaixian and Shanghai gas investment
Guochuang ningbai refers to guochuang ningbai equity investment partnership (limited partnership) in Suzhou Industrial Park, which is the former limited partner of ningbai fund
Zhejiang sunneng refers to Zhejiang sunneng Technology Co., Ltd., which is the former limited partner of ningbai fund
The subject assets of the limited partnership with a capital contribution of 490 million yuan held by Shanghai gas investment refer to the share (the subscribed capital contribution ratio is 22.7009%), and the general partnership share with a capital contribution of 1 million yuan held by Ningxia Kaixian (the subscribed capital contribution ratio is 0.0463%)
Ningbo Jieyuan refers to Ningbo Jieyuan Investment Co., Ltd
Ningjin Ruihong refers to Ningjin Ruihong new energy Co., Ltd
Pingyuan Guorui refers to Pingyuan Guorui new energy Co., Ltd
Shanghe Guorui refers to Shanghe Guorui new energy Co., Ltd
Guyuan smart refers to Guyuan Smart Energy Co., Ltd
Zhurun photovoltaic refers to zhurun Guyuan photovoltaic power generation Co., Ltd
Tangyin Fulu refers to Tangyin Fulu new energy Co., Ltd
Ningbo Qinghao refers to Ningbo Qinghao Investment Co., Ltd
Shanghe Guorun refers to Shanghe Guorun new energy Co., Ltd
Ningbo Xinhuan refers to Ningbo Xinhuan Investment Co., Ltd
Pingyuan Ruifeng refers to Pingyuan Ruifeng new energy Co., Ltd
Pingyuan Tianrui refers to Pingyuan Tianrui new energy Co., Ltd
Ningbo Baoyuan refers to Ningbo Baoyuan Investment Co., Ltd
Ningjin Guorui refers to Ningjin Guorui new energy Co., Ltd
Jingxian CLP refers to Jingxian CLP new energy Co., Ltd
Subsidiaries refer to the wholly-owned and holding subsidiaries directly and indirectly controlled by ningbai fund
Goldman Sachs investment means Goldman Sachs Alternative Investments Holdings Pte.Ltd
This transaction, this Ningxia Jiaze Renewables Corporation Limited(601619) and the reorganization of the underlying assets purchased by Hainan Kaixian by paying cash, and this major transaction asset reorganization
Restructuring report refers to the Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transaction (Draft) easy report (Draft)
ShineWing means ShineWing Certified Public Accountants (special general partnership)
China Merchants Securities Co.Ltd(600999) , independent refers to China Merchants Securities Co.Ltd(600999) financial advisor
Zhonghe appraisal refers to Zhonghe Asset Appraisal Co., Ltd
Beijing Tianyuan law firm
Lawyers of the exchange refer to the joint name of the exchange and the lawyers assigned by the exchange to handle Ningxia Jiaze Renewables Corporation Limited(601619) This major asset restructuring
The reporting period refers to 2019, 2020 and January 1, 2021 to September 30, 2021
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
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Zhongdeng Shanghai branch refers to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd
Securities Law means the securities law of the people's Republic of China
Company law means the company law of the people's Republic of China
The reorganization Measures refer to the measures for the administration of major asset reorganization of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
The articles of association refers to the articles of association of Ningxia Ningxia Jiaze Renewables Corporation Limited(601619) Source Co., Ltd. formulated by Ningxia Jiaze Renewables Corporation Limited(601619) and amended from time to time
Ningxia Ning Ning report (No. xyzh / 2022ycaa10004) issued by ningbai fund audit ShineWing refers to the audit reports of ningbai Industry Investment Fund (limited partnership) from January to September 2021, 2020 and 2019
The asset appraisal report on the value of the partner's equity involved in the capital contribution shares of some partners of the investment fund (limited partnership) of Ningxia Jiaze Renewables Corporation Limited(601619) proposed acquisition of Ningxia ningbai industry report referred to in Zhonghe asset appraisal (No. Zhonghe pingbao Zi (2021) No. ycv1090) issued by Zhonghe appraisal
The asset appraisal report on the value of all partners' equity involved in the fund units of Ningxia ningbai Industrial Investment Fund (limited partnership) held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. in the report on proposed public transfer of Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. (Dongzhou appraisal index [2021] No. 1172) issued by Shanghai Dongzhou Asset Appraisal Co., Ltd
The general partnership share transfer agreement of Ningxia Kaixian, Hainan Kaixian, ningbai fund, Ningxia Jiaze Renewables Corporation Limited(601619) and Kaixian capital refers to the general partnership share transfer agreement on Ningxia ningbai Industrial Investment Fund (limited partnership)
Limited partnership share refers to the share transfer contract of Jinjin (limited partnership) in the transfer agreement on Ningxia ningbai industrial investment base signed by Shanghai gas investment and Ningxia Jiaze Renewables Corporation Limited(601619)
Hainan Kaixian as the general partner, Ningxia Jiaze Renewables Corporation Limited(601619) as the limited partner, and the new partnership agreement refers to the partnership agreement of Ningxia ningbai Industrial Investment Fund (limited partnership) signed by Kaixian capital as the manager
The subject limited partnership share refers to the limited partnership share of ningbai fund with a capital contribution of 490 million yuan held by Shanghai Gas Investment (the subscribed capital contribution ratio is 22.7009%)
The target general partnership share refers to the general partnership share of ningbai fund with a capital contribution of 1 million yuan held by Ningxia Kaixian (the subscribed capital contribution ratio is 0.0463%)
This legal opinion refers to the legal opinion on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions issued by the exchange
RMB means RMB unless otherwise specified
Unless otherwise specified, any discrepancy between the total number and the mantissa of the sum of the scores in this legal opinion is caused by rounding.
Statement
In order to issue this legal opinion, our lawyer hereby declares as follows:
1. In accordance with the securities law, the company law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), the reorganization measures, and 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 (revised in 2022) The provisions on Several Issues concerning the standardization of major asset restructuring of listed companies and the facts that have occurred or exist before the date of issuance of this legal opinion have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2. In accordance with the business rules formulated according to law, our lawyers have adopted the methods of interview, written examination, field investigation, inquiry, calculation and review, and have diligently and prudently performed the obligations of verification and verification.
3. Our lawyers have verified and verified the authenticity, accuracy and completeness of the documents and materials based on according to law; Before the verification and verification, the verification and verification plan has been prepared to clarify the matters to be verified and verified, and adjusted appropriately according to the progress of the business.
4. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for business matters related to law and the general duty of care of ordinary people for other business matters
