Shanghai jintiancheng law firm
About Ningbo Huaxiang Electronic Co.Ltd(002048)
Legal opinion on Exemption of the actual controller from the obligation of tender offer for the subscription of non-public shares of the company
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
About Ningbo Huaxiang Electronic Co.Ltd(002048)
The actual controller is exempted from the obligation of tender offer when subscribing for the non-public shares of the company
Legal opinion
Case No.: 01f20212101 to: Ningbo Huaxiang Electronic Co.Ltd(002048)
Shanghai jintiancheng law firm (hereinafter referred to as "the exchange") 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) ") and acts as the special legal adviser for the issuer's non-public offering of shares (hereinafter referred to as "the offering") in accordance with the special legal service entrustment agreement signed between the issuer and the exchange.
In accordance with the provisions of 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 the acquisition of listed companies (hereinafter referred to as the "measures for the administration of acquisition") and other relevant laws, regulations, rules and normative documents, the exchange verified whether Ningbo Fengmei Industrial Co., Ltd. subscribed for the company's non-public offering shares in accordance with the exemption from issuing offers, And issue this legal opinion.
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 their opinions on the legal issues related to the exemption from the tender offer obligation, and do not express their 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 issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this legal opinion.
2. The documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsity 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, issuers or other relevant units.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion by itself or in accordance with the review requirements of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), but the issuer shall not cause legal ambiguity or misinterpretation due to the above quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance, 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.
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1、 Subject qualification of this acquisition
(I) information of the purchaser
According to the non-public offering plan (hereinafter referred to as the "issuance plan") deliberated and approved by the issuer's first extraordinary general meeting of shareholders in 2021, the subscription object of the issuer for this issuance is Ningbo Fengmei Industry Co., Ltd. (hereinafter referred to as "Fengmei industry").
After verification by our lawyers, as of the date of issuance of this legal opinion, the basic information of Fengmei industry 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
(II) the acquirer is not prohibited from acquiring a listed company
According to the statement issued by the acquirer and verified by the lawyers of the exchange, 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. 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.
The lawyers of this firm believe that the acquirer does not have the situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of acquisition, and has the subject qualification as an acquirer. 2、 Basic information of this acquisition
(I) this issuance plan
According to the issuance plan and the share subscription agreement with effective conditions signed by the issuer and Fengmei industry, the issuer's shares issued this time shall not exceed 187868194 shares (including this number), and the total amount of raised funds shall not exceed 2312660000 yuan (including this number). Fengmei industry shall subscribe all the shares issued this time in cash. (II) approval and authorization of this acquisition
On February 8, 2021, the issuer held the 10th meeting of the 7th board of directors, The proposal on the company's compliance with the conditions for non-public offering of shares, the proposal on the company's non-public offering of shares, the proposal on the company's non-public offering of shares, the proposal on submitting to the general meeting of shareholders to approve Ningbo Fengmei Industrial Co., Ltd. to subscribe for the company's shares from issuing an offer, and the relevant proposals of this issuance were reviewed and passed, And agreed to submit relevant proposals to the general meeting of shareholders of the company for deliberation, and the related directors avoided voting.
On March 31, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the above-mentioned proposals related to this issuance, and the related shareholders avoided voting.
Our lawyers believe that the issuer has obtained necessary internal approval and authorization according to law, and the procedures are legal and effective. 3、 This transaction meets the conditions for exemption from tender offer application
According to item (III) of Article 63 of the measures for the administration of acquisition, "With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company, the investor undertakes not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from making an offer", Investors may be exempted from making offers.
After verification by the lawyers of the exchange, the transaction complies with the above circumstances specified in the measures for the administration of acquisition. The specific circumstances are as follows:
1. Before the issuance, the total share capital of the company was 626227314 shares. Zhou Xiaofeng and his concerted actors Fengmei industry, Ningbo Huaxiang Electronic Co.Ltd(002048) Equity Investment Co., Ltd., Xiangshan Lianzhong Investment Co., Ltd. and Zhang Songmei jointly held 184683382 shares of the company, accounting for 29.49% of the total share capital of the company; After the completion of this offering, the issuer will add no more than 187868194 tradable shares with limited sales conditions. Calculated by the upper limit, Zhou Xiaofeng and his concerted actors will hold 372551576 shares of the company, accounting for 45.76% of the total share capital of the company after the completion of this offering. 2. The subscription has been deliberated and approved by non affiliated shareholders at the first extraordinary general meeting of the company in 2021, and the general meeting of shareholders of the company has agreed that Fengmei industry will not issue an offer to subscribe for the shares of the company.
3. Fengmei industry has promised that its subscribed shares will not be transferred within 36 months from the date of completion of this issuance.
Our lawyers believe that the acquisition of Fengmei industry meets the provisions of Article 63 of the acquisition management measures and can be exempted from making an offer. 4、 Concluding observations
In conclusion, our lawyers believe that Fengmei industry does not have the situation that it is not allowed to acquire shares of listed companies as stipulated in the measures for the administration of acquisition, and has the subject qualification as an acquirer; Fengmei industry's subscription for the new shares issued by the company meets the conditions specified in the measures for the administration of acquisition, and Fengmei industry can be exempted from making an offer. (no text below)
(there is no text on this page, which is about Ningbo Huaxiang Electronic Co.Ltd(002048) by Shanghai jintiancheng law firm
Signing of legal opinion on Exemption of the actual controller from the obligation of tender offer for the subscription of non-public shares of the company
Page)
Handling lawyer of Shanghai jintiancheng law firm:
Xia Zhang
Principal: Handling lawyer:
Gu Gongyun, Yang Hai
Handling lawyer:
Yu Ling
January 18, 2022
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Address: 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai. Zip code: 200120
Tel: (86) 21-20511000; Fax: (86) 21-20511999
website: http://www.allbrightlaw.com./
