Beijing Zhonglun law firm
About Tianjin Guangyu Development Co.Ltd(000537)
Replacement of major assets and sale of major assets and related party transactions
of
Legal opinion on Implementation
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
catalogue
1、 Overview of this transaction- 2 –
2、 Approval and authorization of this transaction- 9 –
3、 Implementation of this transaction- 10 – IV. is there any difference between the actual situation related to the implementation of this restructuring and the previously disclosed information- 11 –
5、 Changes in directors, supervisors and senior managers- 11 –
6、 Occupation of related party funds and related party guarantees- 13 –
7、 Performance of agreements and commitments related to this transaction- 14 –
8、 Subsequent events of this transaction- 15 –
9、 Conclusion- 16 –
23-31 / F, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Tianjin Guangyu Development Co.Ltd(000537)
Replacement of major assets and sale of major assets and related party transactions
Legal opinion on Implementation
To: Tianjin Guangyu Development Co.Ltd(000537)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as ” Tianjin Guangyu Development Co.Ltd(000537) ” or “listed company” or “the company”) to act as the special legal adviser for Tianjin Guangyu Development Co.Ltd(000537) This major asset replacement, major asset sale and related party transaction (hereinafter referred to as “the transaction” or “the reorganization”). The exchange has issued the legal opinion of Beijing Zhonglun law firm on Tianjin Guangyu Development Co.Ltd(000537) major asset replacement and major asset sale and related party transactions, and the supplementary legal opinion of Beijing Zhonglun law firm on Tianjin Guangyu Development Co.Ltd(000537) major asset replacement and major asset sale and related party transactions (I) (hereinafter referred to as the “original legal opinion”). On December 30, 2021, Tianjin Guangyu Development Co.Ltd(000537) held the eighth extraordinary general meeting of shareholders in 2021, deliberated and adopted the relevant proposals of the reorganization. Now, the bourse checks the implementation of the reorganization and issues this legal opinion on this basis.
Unless otherwise specified, the terms, abbreviations and abbreviations used in this legal opinion have the same meanings as those in the original legal opinion issued by this exchange.
The statements made by the exchange in the original legal opinion are also applicable to this legal opinion.
In accordance with the provisions of the measures for the administration of securities legal business and the rules for the practice of securities legal business and the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and reliable It is complete, the issued concluding opinions are legal and accurate, there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
Based on the above, in accordance with relevant laws and regulations such as the company law, the measures for the administration of reorganization, the measures for the administration of securities legal business, the rules for the practice of securities legal business and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, On the basis of checking and verifying the documents and facts related to the implementation of this transaction, our lawyers hereby issue the following legal opinions:
1、 Overview of this transaction
(I) this transaction scheme
According to the reorganization report (Draft) deliberated and adopted at the 15th meeting of the 10th board of directors, the 8th extraordinary general meeting of shareholders in 2021 and the reorganization agreement signed by the listed company and relevant parties, the main contents of this major asset reorganization plan are as follows:
1. Overall plan
Tianjin Guangyu Development Co.Ltd(000537) it is proposed to purchase all 23 subsidiaries and 100% equity of Luneng new energy jointly held by Luneng group and capital Weiye, and the valuation difference shall be made up in cash.
2. Counterparty
The counterparties of this transaction are Luneng group and capital Weiye.
3. Assets placed and assets disposed
The invested assets in this transaction are 100% equity of Luneng new energy held by the counterparty, and the invested assets in this transaction are the equity of all 23 subsidiaries held by Tianjin Guangyu Development Co.Ltd(000537) .
Luneng Group has implemented the capital increase of Luneng new energy and holds 18.64% of its equity, and capital Weiye holds 81.36% of Luneng new energy.
4. Transaction mode
The listed company plans to sell out all the 23 subsidiaries it holds and put in 100% equity of Luneng new energy jointly held by Luneng group and capital Weiye, and the valuation difference will be made up in cash.
Among them, the equity of 13 subsidiaries of listed companies was replaced with 100% equity of Luneng new energy jointly held by Luneng group and capital Weiye, and the equity of the remaining 10 subsidiaries was sold to Luneng Group in cash.
The specific transaction scheme is as follows:
Unit: 10000 yuan
Cash payment of assets to be purchased by listed companies
The name of the assets to be placed in the listed public transport counterparty, the name of the assets to be placed in the listed public transport counterparty, the name of the assets to be placed out, the payment method of the branch of the asset counterparty, the transaction consideration, the amount of transaction consideration payment
1. 100% equity of Luneng Genfu;
2. Nanjing Luneng Silicon Valley 100% shares
Luneng Xinquan;
Capital energy 952639.09 3, 100% equity of Fuzhou Luneng; 951138.92 – 1500.17 assets Weiye 81.36 4. 100% equity of Huzhou company; Replacement of% equity 5. 100% shares of Chongqing Luneng Yingda
Right;
6. Zhangjiakou Luneng 100% equity.
1. 100% shares of Shandong Luneng property
Right;
2. 100% shares of Chongqing Luneng property
Luneng Xinquan;
Energy 218254.58 3. Qingdao Luneng Guangyu 100% shares 216322.98 – 1931.60 assets 18.64 rights; Replacement of% equity 4. 100% equity of Sanya zhonglvyuan;
5. 100% equity of Shantou zhonglvyuan;
6. 100% equity of Chengdu Luneng;
7. Qingdao zhonglvyuan 100% equity.
1. Dongguan Luneng Guangyu 100% shares
Luneng Quan;
Group 2. 100% shares of Suzhou Luneng Guangyu
Right;
3. Tianjin Luneng Taishan 100% shares
Right;
4. 100% equity of Luneng Zhujiayu; Equity – 5. 100% shares of Chongqing Jiangjin Luneng 1323141.11 – sale right;
6. 100% equity of Chongqing Luneng;
7. 100% equity of Shunyi New Town;
8. 100% equity of Luneng wanchuang;
9. Nanjing Luneng Guangyu 100% shares
Right;
10. Yibin Luneng has 65% equity.
Total – 1170893.69 – 2490603.01 1323141.11 3431.77-
Note 1: 65% equity of Yibin Luneng is directly held by listed companies, and 35% equity is held by Chongqing Luneng.
After the completion of this transaction, the listed company will hold 100% equity of Luneng new energy.
5. Attribution of profits and losses during the transition period
From the base date to the delivery date of the purchased assets, the profits and losses of the purchased assets inherited by Ducheng Weiye during this period shall be enjoyed or borne by Ducheng Weiye, and the profits and losses of the purchased assets inherited by Luneng Group during this period shall be enjoyed or borne by Luneng group.
During the period from the base date to the delivery date of the placed assets, the profits generated by the placed assets or the net assets increased due to other reasons shall be enjoyed by the listed company, and the losses generated or the net assets reduced due to other reasons shall be borne by Ducheng Weiye and Luneng group according to the proportion of their respective equity interests in Luneng new energy before the transaction under this agreement, After the completion of the transaction, the listed company shall be compensated in cash or other ways permitted by laws and regulations.
If the delivery date of the placed asset is before the 15th day (inclusive) of the current month, the profit and loss audit base date during the period of the placed asset is the end of the previous month; If the delivery date of the placed asset is after the 15th of the current month, the profit and loss audit base date during the period of the placed asset is the end of the current month. The listed company shall employ an accounting firm recognized by all parties to the transaction and in accordance with the provisions of the securities law to audit the profits and losses generated by the placed assets during the profit and loss attribution period. The special audit report issued by the accounting firm will be used as the basis for all parties to confirm the profits and losses generated by the placed assets during the profit and loss attribution period.
6. Clearing of current accounts and guarantees and personnel arrangement
(1) Clearing of current accounts and guarantees
For the capital Weiye and Luneng Group
