Beijing Tianchi Juntai law firm
about
Guangdong Great River Smarter Logistics Co.Ltd(002930) purchase of major assets
Legal opinion
January 2002
catalogue
Declaration matters 3 interpretation 5 text 8 I. this restructuring plan 8 II. Subject qualification of this reorganization 11 III. approval and authorization of this reorganization 14 IV. substantive conditions of this reorganization 16 v. the underlying assets of this reorganization 18 VI. handling of creditor's rights and debts and personnel resettlement involved in this reorganization 40 VII. Related party transactions and horizontal competition involved in this reorganization 40 VIII. Information disclosure of this reorganization IX. securities service institutions and their business qualifications for this reorganization 43 X. inspection of securities trading by relevant personnel involved in this reorganization 43 Xi. Conclusion forty-four
Beijing Tianchi Juntai law firm
About Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase
Legal opinion
To: Guangdong Great River Smarter Logistics Co.Ltd(002930)
Beijing Tianchi Juntai law firm (hereinafter referred to as "the firm") accepts the entrustment of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as "the company", "listed company" or " Guangdong Great River Smarter Logistics Co.Ltd(002930) ") as the special legal adviser for the company's major asset purchase (hereinafter referred to as "the transaction", "the reorganization" or "the offer"). This legal opinion is issued according to the facts that have occurred or exist before the date of issuance of this legal opinion and the understanding of our lawyers on laws, regulations and normative documents.
In accordance with 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 currently effective laws, regulations and normative documents, and with reference to the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), Issue legal opinions on relevant matters involved in this exchange in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Declaration matters
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1、 The firm and its handling lawyers have strictly performed their statutory duties in accordance with the securities 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 other provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion, We have 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, and there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2、 This legal opinion only expresses legal opinions on the facts that have occurred or exist before the issuance date and the legal issues related to this transaction, and does not express opinions on professional matters such as accounting, audit, asset evaluation and investment decision-making. The quotation of some data and conclusions in relevant professional reports such as audit report, capital verification report and valuation report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to verify and evaluate such data and conclusions.
3、 Our lawyers' understanding and judgment of the relevant facts involved in this legal opinion ultimately depend on Guangdong Great River Smarter Logistics Co.Ltd(002930) , the documents, materials, statements and explanations provided by the subject company and the transaction to us. Before issuing this legal opinion, Guangdong Great River Smarter Logistics Co.Ltd(002930) , the subject company and the relevant transaction parties have guaranteed to us and our lawyers that the documents provided The authenticity, completeness and accuracy of the materials and the statements and explanations made, and there are no false records, misleading statements or major omissions; If the document is a copy or copy, its contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and the signing has been properly and effectively authorized. During the investigation, our lawyers have checked the originals of the documents that our lawyers consider important to issue legal opinions. Our lawyers rely on the supporting documents issued by relevant government departments, companies or other units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence. 4、 This legal opinion is only used by the company for the purpose of this transaction and shall not be used for any other purpose without the consent of the exchange.
5、 The exchange agrees to take this legal opinion as a necessary legal document for the company's exchange, report it together with other materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
Based on the above, the firm and its handling lawyers issue legal opinions 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.
interpretation
In this legal opinion, unless the context otherwise requires, the following terms or abbreviations in the left column correspond to the meanings or full names in the right column:
The firm / Tianchi Juntai refers to Beijing Tianchi Juntai law firm
Legal opinion / this Law refers to the legal opinion of Beijing Tianchi Juntai law firm on the purchase of major assets of Guangdong Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Co., Ltd
Guangdong Great River Smarter Logistics Co.Ltd(002930) / listed company refers to Guangdong Great River Smarter Logistics Co.Ltd(002930)
/Company
Hongchuan Co., Ltd. refers to Guangdong Hongchuan Industrial Development Co., Ltd., the predecessor of the company
Hongchuan group refers to Guangdong Hongchuan Group Co., Ltd
Taicang Yanghong refers to Taicang Yanghong Petrochemical Co., Ltd
Jinlianchuan refers to Dongguan jinlianchuanchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) investment partnership (limited partnership)
Suzhou Hongchuan refers to Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd
Hongchuan Hong Kong / offeror refers to Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd
Longxiang group / target company refers to Longxiang Group Holding Co., Ltd
The counterparty refers to the potential object of this tender offer, that is, all shareholders of the target company
The subject matter of the transaction refers to the total 100% shares of the subject company held by the shareholders who intend to accept the offer, totaling 1220628000 shares
Lirun refers to Lirun Co., Ltd
GANGSHUN refers to GANGSHUN Investment Co., Ltd
Wu's IU refers to Wu Huimin, Lirun and GANGSHUN
Other IU parties refer to Wu Danqing, Chen Yan'an, Zhuang Riqing and Huang Jianhua
Nanjing Longxiang refers to Nanjing Longxiang liquid chemical storage and transportation wharf Co., Ltd
Ningbo Ningxiang refers to Ningbo Ningxiang liquefied storage and Transportation Terminal Co., Ltd
Ningbo Xinxiang refers to Ningbo Xinxiang liquid chemical storage Co., Ltd
Weifang sendamei refers to Weifang sendamei liquefied products terminal Co., Ltd
Tianjin Tianlong refers to Tianjin Tianlong liquid chemical storage and Transportation Co., Ltd
This restructuring / transaction Guangdong Great River Smarter Logistics Co.Ltd(002930) is through Hongchuan Hong Kong. Under the condition that the preconditions are met, the tender offer to / this tender offer means that all shareholders of Longxiang group launch a voluntary comprehensive offer to acquire all shares of Longxiang group in cash.
The audit base date refers to September 30, 2021
The reporting period refers to 2019, 2020 and January September 2021
Independent financial advisor / China gold index China International Capital Corporation Limited(601995)
company
Ouhua law firm and Ogier should provide written opinions on overseas legal documents related to overseas laws under this legal opinion, including legal opinion, memorandum, due diligence report, search report, etc
Ernst & Young means Ernst & Young Huaming Certified Public Accountants (special general partnership)
The audit report refers to the "Ernst & Young Huaming (2022) Shen Zi No. 61117986g01" audit report issued by Ernst & young
Valuation institution / Shenzhen Pengxin refers to Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd
The valuation report of Guangdong Great River Smarter Logistics Co.Ltd(002930) material issued by Shenzhen Pengxin consulting Zi [2021] No. 919 refers to the analysis report on the valuation of the tender offer price involved in the proposed comprehensive tender offer of Longxiang Group Holdings Co., Ltd
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
Hong Kong takeovers code means the Hong Kong takeovers and mergers code
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
SFC means the securities and Futures Commission of Hong Kong
Stock exchange of Hong Kong means the stock exchange of Hong Kong Limited
RMB / 10000 yuan / 100 million yuan refers to RMB, 10000 yuan and 100 million yuan
Hong Kong dollars means Hong Kong dollars
China means the people's Republic of China (for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan)
Hong Kong means the Hong Kong Special Administrative Region of the people's Republic of China
China's laws refer to laws, administrative regulations, local laws, regulations and other normative documents in Chinese mainland.
In this legal opinion, if there are differences in the mantissa between the sum of some total numbers and each detailed number, these differences are caused by rounding.
Text
1、 This restructuring plan
(I) overview of the restructuring plan
After the lawyers of the firm have verified the draft of the reorganization, Guangdong Great River Smarter Logistics Co.Ltd(002930) relevant resolutions of the board of directors and other documents, Guangdong Great River Smarter Logistics Co.Ltd(002930) the reorganization plan is that Guangdong Great River Smarter Logistics Co.Ltd(002930) intends to indirectly control Hongchuan Hong Kong, an overseas company through it. When the preconditions are met, China International Capital Hong Kong Securities Co., Ltd. will send a voluntary comprehensive offer with preconditions to all shareholders of the subject company on its behalf, Purchase all shares of the target company in cash.
(II) specific scheme of this reorganization
1. Counterparty
For this tender offer, its potential counterparty is all shareholders of Longxiang group, and the specific counterparty shall be subject to the final acceptance of the offer.
2. Underlying assets
The subject assets acquired by this offer are 100% shares of Longxiang group held by all shareholders who intend to accept the offer, i.e. 1220628000 shares.
3. Transaction price and source of funds
The consideration of this tender offer will be paid in cash. The offer price of each share of Longxiang group is HK $1.28, and the total offer price is HK $1562403840. The source of funds for this tender offer is Suzhou Hongchuan's own funds and bank loans.
4. Preconditions and conditions to be met for the success of this transaction
(1) The prerequisites for this tender offer are:
① The national development and Reform Commission, the competent department of Commerce and the safe have completed the filing, registration or approval (if applicable) related to the tender offer, the Shenzhen Stock Exchange has no further comments on the reply to the inquiry of the report on major asset restructuring, and other applicable government approvals have been obtained or completed;
② Guangdong Great River Smarter Logistics Co.Ltd(002930) the general meeting of shareholders approved: (a) the tender offer; (b) Loans and guarantee arrangements related to this transaction.
(2) Conditions to be met for the success of this tender offer
① Receive effective acceptance of the offer for the number of shares of not less than 90% of the offered shares of Longxiang group on or before 4 p.m. on the closing date of the offer (or such later date and / or time as the offeror may decide under the provisions of the Hong Kong takeover code);
② Except for any suspension or temporary suspension of trading of the shares of Longxiang group, the shares of Longxiang group have been listed and traded on the stock exchange of Hong Kong before the deadline of the offer (or, if earlier, the unconditional date of the offer), and on or before the deadline of the offer, Has not received any indication from the SFC and / or the stock exchange of Hong Kong that it is necessary or possible to withdraw the listing status of the shares on the stock exchange of Hong Kong, except due to the offer or any action taken by or on behalf of the offeror or the person acting in concert with the offeror;
