Shanghai jintiancheng law firm
On Ningbo Huaxiang Electronic Co.Ltd(002048) acquisition Report
Legal opinion
Address: 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 Ningbo Huaxiang Electronic Co.Ltd(002048) acquisition Report
Legal opinion
Case No.: 01f20212101 to: Ningbo Huaxiang Electronic Co.Ltd(002048)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Ningbo Huaxiang Electronic Co.Ltd(002048) (hereinafter referred to as "the issuer" or "the company" or " Ningbo Huaxiang Electronic Co.Ltd(002048) "), In accordance with the provisions of relevant laws, regulations, rules and normative documents such as 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 acquisition of listed companies, the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and underwriting, and the detailed rules for the implementation of non-public offering of shares by listed companies, This legal opinion is issued on matters related to the Ningbo Huaxiang Electronic Co.Ltd(002048) acquisition report prepared by Ningbo Fengmei Industry Co., Ltd. (hereinafter referred to as the "purchaser" or "Fengmei industry") for the acquisition of Ningbo Huaxiang Electronic Co.Ltd(002048) .
Declaration matters
1、 In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has 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 shall bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the acquisition, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in the capital verification report, audit report and asset appraisal report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows:
1. The purchaser has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion.
2. The documents and materials provided by the purchaser to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they shall be consistent with the original. 5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, purchasers or other relevant units.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the acquisition, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the acquirer may quote the contents of this legal opinion in part or in whole by itself or in accordance with the review requirements of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), but when the acquirer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to quotation.
8、 This legal opinion is only used by the purchaser for the purpose of this acquisition, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings: Ningbo Huaxiang Electronic Co.Ltd(002048) / company / issuer means Ningbo Huaxiang Electronic Co.Ltd(002048)
Fengmei industry / Purchaser refers to Ningbo Fengmei Industry Co., Ltd
Huaxiang investment refers to Ningbo Huaxiang Electronic Co.Ltd(002048) Equity Investment Co., Ltd
Xiangshan Lianzhong refers to Xiangshan Lianzhong Investment Co., Ltd
This offering / this non-public offering refers to the non-public offering of A-Shares in Ningbo Huaxiang Electronic Co.Ltd(002048) 2021
This acquisition refers to Fengmei industry's subscription for Ningbo Huaxiang Electronic Co.Ltd(002048) non-public issuance of a shares
The pricing benchmark date refers to the announcement date of the resolution of the 10th meeting of the seventh board of directors, i.e. February 9, 2021
Shares with effective conditions refer to the share subscription agreement with effective conditions of Ningbo Huaxiang Electronic Co.Ltd(002048) and Ningbo Fengmei Industrial Co., Ltd
Acquisition report refers to the Ningbo Huaxiang Electronic Co.Ltd(002048) acquisition report
The Company Law refers to the company law of the people's Republic of China (2018 Amendment)
Securities Law means the securities law of the people's Republic of China (revised in 2019)
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies (revised in 2020)
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. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies (revised in 2020)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
RMB / 10000 refers to RMB / 10000
text
1、 Basic information of the purchaser
(I) basic information of the acquirer
After verification by our lawyers, as of the date of issuance of this legal opinion, the basic information of the purchaser is as follows:
Company name: Ningbo Fengmei Industrial Co., Ltd
Unified social credit code 91330225784314525q
Address: Xizhou electromechanical Industrial Park, Xiangshan County, Zhejiang Province
Legal representative: Zhou Xiaofeng
Registered capital: 150 million yuan
Company type: limited liability company (invested or controlled by natural person)
outbound investment; R & D, design, manufacturing, wholesale and retail of auto parts and motorcycle parts; Storage of general goods; Real estate development, house rental, property services, enterprise management and business scope services; Self operated and acting as an agent for the import and export of all kinds of goods and technologies, except the goods and technologies limited or prohibited by the state; Auto parts production technology consulting services (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee, financing on behalf of customers, and collecting (financing) funds from the public).
Date of establishment: January 18, 2006
Business term: January 18, 2006 to January 17, 2026
Shareholders: Zhou Xiaofeng holds 80% of the shares and Zhang Songmei holds 20%
Mailing address: No. 82, Zhen'an Road, Xizhou Town, Xiangshan County, Zhejiang Province
Communication mode: 0574-83006120
According to the acquisition report, the latest valid business license, articles of association and other relevant documents of the acquirer, the acquirer is a limited liability company established and validly existing in accordance with the laws of China.
Our lawyers believe that as of the date of issuance of this legal opinion, the acquirer has no circumstances that should be terminated in accordance with laws, regulations, normative documents and the articles of association.
(II) subject qualification of purchaser
According to the acquisition report, the description of the acquirer and the verification of the lawyers of the exchange, as of the date of issuance of this legal opinion, the acquirer has no following circumstances that are not allowed to acquire a listed company as stipulated in Article 6 of the acquisition management measures:
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. If the purchaser is a natural person, there are circumstances specified in Article 146 of the company law;
5. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
Our lawyers believe that as of the date of issuance of this legal opinion, the acquirer does not have the situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the acquisition management measures, and has the subject qualification as the acquirer.
(III) controlling shareholder and actual controller of the acquirer
After verification by our lawyers, as of the date of issuance of this legal opinion, the equity structure of Fengmei industry is as follows: as of the date of issuance of this legal opinion, Mr. Zhou Xiaofeng holds 80% of the equity of Fengmei industry and is the controlling shareholder and actual controller of Fengmei industry. Mr. Zhou Xiaofeng's basic information is as follows:
Mr. Zhou Xiaofeng, born in November 1969, has no nationality or region in China. His address is 330225196911******, Xizhou Town, Xiangshan County, Zhejiang. His ID number is 330225196911******.
(IV) core enterprises and core businesses, affiliated enterprises and main businesses controlled by the acquirer, its controlling shareholders and actual controllers
1. Core enterprises and core businesses controlled by the acquirer
As of the date of issuance of this legal opinion, except for the issuer and its subsidiaries, the core enterprises controlled by Fengmei industry are as follows:
No. company name registered capital shareholding ratio main business
(10000 yuan)
Ningbo Fengmei Video Electronics Co., Ltd. has 9000.00 100.00% camera modules and other electrical products of optical limited company
2. Ningbo Fengmei saimanshi intelligent 2000.00 Ningbo Fengmei video electronic intelligent vehicle equipment Technology Co., Ltd. holds 100.00% of the manufacturing and sales shares
3 Shanghai Fengmei Optical Technology Co., Ltd. has 5000.00 93.60% optical parts products
Ningbo Fengmei new energy automobile Fengmei industry holds 8000.00 81.25% of the shares of new energy automobile power 4 Technology Co., Ltd., and Zhou Xiaofeng holds 18.75% of the shares of the source safety system department
Ningbo Fengmei precision technology has Ningbo Fengmei new energy automobile precision mould and precision 5 Co., Ltd. 14327.00 Technology Co., Ltd. holds 95.62% of the production and sales of dense injection molding products
Ningbo goranpo precision metal Ningbo Fengmei new energy automobile precision metal products 6 Co., Ltd. 250.00 Technology Co., Ltd
90%
7 Shanghai Fengmei precision mould technology has 6000.00 yuan and Ningbo Fengmei precision mould and injection Co., Ltd. holds 100.00% of plastic parts
8 Xiangshan Huajin Industrial Investment Co., Ltd. 54281
