Beijing Jindu law firm
About Longyuan Power Group Co., Ltd
Applying for listing on Shenzhen stock exchange through public offering
Legal opinion
To: Longyuan Power Group Co., Ltd
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as "laws and regulations"), Beijing Jindu law firm (hereinafter referred to as "the firm" or "Jindu") accepts the entrustment of Longyuan Power Group Co., Ltd. (hereinafter referred to as "Longyuan Power"), Served as the special legal adviser for the share exchange and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) (hereinafter referred to as "Pingzhuang energy") of Longyuan Power, the sale of major assets and the payment of cash for the purchase of assets and related party transactions (hereinafter referred to as "this transaction").
On June 18, 2021, the exchange issued the legal opinion of Beijing Jindu law firm on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd. (hereinafter referred to as the "legal opinion"), On June 28, 2021, the special verification opinions of Beijing Jindu law firm on matters related to the reorganization inquiry letter on Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) of Shenzhen Stock Exchange (hereinafter referred to as the "special verification opinions of Shenzhen Stock Exchange") were issued, On July 21, 2021, the special verification opinions of Beijing Jindu law firm on the trading of shares by relevant personnel of Longyuan Power Group Co., Ltd. in the matters of share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales, cash payment for asset purchase and related party transactions (hereinafter referred to as the "special verification opinions on stock trading") and Beijing Jindu law firm's supplementary legal opinion (I) on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and sale of major assets, cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd. (hereinafter referred to as "supplementary legal opinion (I)"), On October 8, 2021, Beijing Jindu law firm issued the supplementary legal opinion (II) on the share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and the sale of major assets and the payment of cash for the purchase of assets and related party transactions of Longyuan Power Group Co., Ltd. (hereinafter referred to as the "supplementary legal opinion (II)"), On October 18, 2021 and November 2, 2021, Beijing Jindu law firm issued special verification opinions on matters related to share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset restructuring, cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd. (hereinafter referred to as "special verification opinions on asset divestiture"), On November 23, 2021, Beijing Jindu law firm issued the special verification opinions on the audit opinions of the reorganization committee of Longyuan Power Group Co., Ltd. on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset purchase and related party transactions (hereinafter referred to as the "special verification opinions on the audit opinions of the reorganization committee").
Whereas the shares publicly issued by Longyuan Power in this transaction are intended to apply for listing on Shenzhen Stock Exchange (hereinafter referred to as "this listing"), our lawyers have verified the matters related to Longyuan Power and Pingzhuang energy, The legal opinion of Beijing Jindu law firm on the application of Longyuan Power Group Co., Ltd. for public offering of shares to be listed on Shenzhen stock exchange is hereby issued.
The premises and assumptions of the legal opinions expressed in the legal opinions, special verification opinions of Shenzhen Stock Exchange, special verification opinions on stock trading, supplementary legal opinions (I), supplementary legal opinions (II), special verification opinions on asset divestiture and special verification opinions on the review opinions of the Restructuring Commission of the bourse are also applicable to this legal opinion. Unless otherwise noted, the definitions used in this legal opinion are the same as those in the legal opinion, special verification opinions on stock trading, supplementary legal opinion (I), supplementary legal opinion (II), special verification opinions on asset divestiture and special verification opinions on review opinions of the reorganization Commission.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business, the rules for the practice of securities legal business and other provisions and the facts that have occurred or exist before the date of issuance of this legal opinion, Jindu and Jindu lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, 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 bear corresponding legal liabilities.
This legal opinion is only used for the purpose of this transaction of Longyuan Power, and shall not be used for any other purpose. Kindu agrees to take this legal opinion as a necessary legal document for this exchange and report it together with other materials. Jindu agrees that Longyuan Power shall quote the relevant contents of this legal opinion in the relevant documents prepared for this exchange, but when Longyuan Power makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. Kindu has the right to review and confirm the contents of the above relevant documents again.
The premise for the issuance of this legal opinion is that Longyuan Power, Pingzhuang energy and relevant institutions and personnel of this transaction guarantee that they have provided Jindu with true, complete and effective original written materials, copies, copies, electronic materials or oral testimony necessary for the issuance of this legal opinion without any concealment, omission, falsehood or misleading; Copies and copies of relevant documents and materials are consistent with the original or original, and the seals and signatures on relevant documents and materials are true; The signatories of the relevant documents are legally authorized and effectively sign the documents. In accordance with the business standards, ethics and diligence recognized by the lawyer industry, Jindu hereby issues the following legal opinions:
1、 Authorization and approval of this transaction
(I) authorization and approval of Longyuan Power
On January 15, 2021, the first meeting of the Fourth Board of directors of Longyuan electric power group in 2021 deliberated and approved the proposal on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and major asset sales and cash payment for asset acquisition of Longyuan Electric Power Group Co., Ltd.
On May 21, 2021, Longyuan electric power workers' Congress deliberated and approved the resettlement plan of Longyuan electric power employees involved in this transaction.
On June 18, 2021, The 7th Meeting of the 4th board of directors of Longyuan Power in 2021 deliberated and adopted the proposal on share exchange absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) of Longyuan Power Group Co., Ltd., sale of major assets and payment of cash to purchase assets meeting the conditions for initial public offering and listing, and the proposal on share exchange absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) of Longyuan Power Group Co., Ltd And the proposal on the report on the sale of major assets and the payment of cash for the purchase of assets and related party transactions (Draft) and its summary.
On July 23, 2021, the third extraordinary general meeting of shareholders of Longyuan Power in 2021 The first H-share shareholders' meeting in 2021 deliberated and approved the proposal on the company's issuance of A-share shares for share exchange, absorption and merger of Pingzhuang energy and the sale of major assets and cash payment for asset purchase and related party transactions, and the report on the stock exchange, absorption and merger of Longyuan Power Group Co., Ltd. Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) and the sale of major assets and cash payment for asset purchase and related party transactions (Draft) > and its summary and other proposals related to this transaction.
On the same day, the first domestic share class shareholders' meeting of Longyuan Power in 2021 deliberated and adopted the proposal on the articles of Association (Draft) and its annexes applicable to the company's A-share listing.
(II) authorization and approval of Pingzhuang energy
On January 15, 2021, the 13th meeting of the 11th board of directors of Pingzhuang energy deliberated and approved the proposal on share exchange, absorption and merger between the company and Longyuan Power Group Co., Ltd., major asset sales and cash payment for asset purchase and related party transactions.
According to the description of Pingzhuang energy and the system of employee congress of Pingzhuang Coal Industry (Group) Co., Ltd. (Trial), Pingzhuang energy has not set up a separate labor union and employee congress. All major matters involving the interests of employees of Pingzhuang Coal Group and its subordinate companies are decided by the employee congress of Pingzhuang Coal Group, The employee representatives of the employee congress of Pingmei Group include the relevant employee representatives of Pingmei Group and its subordinate companies. On May 18, 2021, Pingmei Group held the sixth employee congress of the second session, which considered and approved the employee resettlement plan related to Pingzhuang energy and this transaction.
1 on July 23, 2021, Longyuan Power held the first meeting of shareholders of domestic shares in 2021 at the same time. Since the matters related to this transaction constitute related party transactions, national energy group and Northeast power, which hold all domestic shares of Longyuan Power, need to avoid voting, so the proposals related to this transaction will not be submitted to the meeting of shareholders of domestic shares for deliberation.
Proposals on share exchange, absorption and merger, sale of major assets and cash payment for asset purchase and related party transactions between the company and Longyuan Power Group Co., Ltd., proposal on report on share exchange, absorption and merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) , sale of major assets and cash payment for asset purchase and related party transactions of Longyuan Power Group Co., Ltd. (Draft) and its summary, etc.
On July 23, 2021, Pingzhuang energy held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the stock exchange, absorption and merger of the company and Longyuan Power Group Co., Ltd., the sale of major assets and the payment of cash to purchase assets and related party transactions, and the proposal on the stock exchange, absorption and merger of Longyuan Power Group Co., Ltd. Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) And proposals related to this transaction, such as the report on the sale of major assets and the payment of cash for the purchase of assets and related party transactions (Draft) > and its summary.
(III) authorization and approval of the counterparty of the assets to be sold
On June 18, 2021, Pingmei Group held a shareholders' meeting and passed a resolution to agree to the transaction plan, agree Pingmei Group to purchase the assets to be sold in the transaction as the counterparty of the assets to be sold, sign relevant agreements and issue relevant commitments.
(IV) authorization and approval of the counterparty of this cash purchase of assets
According to the internal decision-making documents provided by the counterparty of this cash purchase of assets, as of the date of issuance of this legal opinion, northeast electric power, Shaanxi electric power, Guangxi electric power, Yunnan electric power, Gansu Electric Power and North China electric power have completed the internal decision-making procedures required by this transaction.
(V) approved by the competent department of state owned assets
On November 12, 2020, the fifth meeting of the board of directors of the national energy group in 2020 and the first meeting of the board group of directors of the "red leaf" project of the national energy group reviewed and agreed in principle on this transaction plan.
On May 31, 2021, the state owned assets supervision and Administration Commission of the State Council issued the reply on matters related to the merger Inner Mongolia Pingzhuang Energy Resources Co.Ltd(000780) of Longyuan Power Group Co., Ltd. to the state energy group, and agreed to the transaction plan in principle.
On June 18, 2021, the sixth meeting of the board of directors of China National Energy Group in 2021 considered and approved the proposal on matters related to the capital operation of the "red leaf" project.
(VI) letter of no objection from the Hong Kong Stock Exchange
According to the no objection letter issued by the Hong Kong Stock Exchange on July 6, 2021, the Hong Kong Stock Exchange has confirmed that it has no objection to the shareholder circular related to this transaction.
(VII) approved by CSRC
On December 8, 2021, the transaction received the reply on Approving the application of Longyuan Power Group Co., Ltd. for issuing shares to absorb and merge Inner Mongolia Pingzhuang Energy Co., Ltd. (zjxk [2021] No. 3813) and approved the transaction.
(VIII) review and approval of Shenzhen Stock Exchange
On January 19, 2022, Shenzhen Stock Exchange issued the notice on the listing of RMB common shares of Longyuan Power Group Co., Ltd. (SZS [2022] No. 69), agreeing that the RMB common shares issued by Longyuan Power will be listed on Shenzhen Stock Exchange from January 24, 2022.
Based on the above, the exchange believes that Longyuan Power has fulfilled the corresponding authorization and approval procedures for this transaction and this listing.
2、 Subject qualification of Longyuan electric power in this listing
1. According to the industrial and commercial archives and relevant reply documents provided by Longyuan Power, Longyuan electric power was approved by the state owned assets supervision and Administration Commission of the State Council on June 24, 2009 and July 3, 2009, respectively, A joint stock limited company initiated and established by Guodian group and northeast electric power, which has been in continuous operation for more than 3 years since the establishment of the joint stock limited company, in line with the provisions of Articles 8 and 9 of the initial measures.
3. According to the 0630 audit report of Longyuan electric power and the description of Longyuan electric power, and verified by our lawyers, the registered capital of Longyuan electric power has been paid in full, the property right transfer procedures of the assets used as capital contribution by the sponsors have been completed, and there is no major ownership dispute over the main assets of Longyuan electric power, which is in line with the provisions of Article 10 of the initial measures. 4. According to the business license, articles of association, production and operation qualification of Longyuan Power and the description of Longyuan Power, and verified by our lawyers, the production and operation of Longyuan Power in major aspects during the reporting period complied with the provisions of laws, administrative regulations and articles of association, national industrial policies and article 11 of the initial measures.
5. According to the relevant documents of the general meeting of shareholders, the meeting of the board of directors, announcement documents and instructions provided by Longyuan Power, and verified by the lawyers of the exchange, there has been no significant change in the main business, directors and senior managers of Longyuan Power in the last three years; The controlling shareholder of Longyuan Power is the state energy group and the actual controller is the state owned assets supervision and Administration Commission of the State Council. There has been no change in the last three years, which is in line with Article 12 of the initial listing measures
