Beijing Jindu law firm
About Jiangsu Eastern Shenghong Co.Ltd(000301)
Issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Legal opinion on the implementation of
To: Jiangsu Eastern Shenghong Co.Ltd(000301)
Beijing Jindu law firm (hereinafter referred to as Jindu or the firm) is entrusted by Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as Jiangsu Eastern Shenghong Co.Ltd(000301) or the listed company) as a special legal adviser, Providing legal services for Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase 100% equity (hereinafter referred to as the underlying assets) of Jiangsu Sibang Petrochemical Co., Ltd. (hereinafter referred to as Sibang or the underlying company) and raising supporting funds and related party transactions (hereinafter referred to as this transaction), 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 the acquisition of listed companies, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as laws and regulations), This legal opinion is issued on the implementation of this transaction.
According to the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws, regulations and regulatory documents in China (within the people’s Republic of China, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), China Securities Regulatory Commission (hereinafter referred to as CSRC) To express legal opinions in accordance with the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange).
The exchange only gives opinions on legal issues related to this transaction, and does not give opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in the accounting report, audit report, profit forecast audit report and asset evaluation 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.
This legal opinion is only used by the listed company for the purpose of this transaction, and shall not be used for any other purpose without the consent of the exchange.
In accordance with the recognized business standards and ethics of the lawyer industry in China, the exchange consulted the documents that it considered necessary to consult, including the approval documents, relevant records, materials and certificates of relevant government departments, and made necessary discussions and inquiries with the listed company and its senior managers on the implementation of this transaction.
The issuance of this legal opinion has been guaranteed by the relevant parties to this transaction as follows:
1. It has provided the exchange with the original written materials, copies, copies, confirmation letters or certificates required for the issuance of this legal opinion;
2. The documents and materials provided to the exchange are true, accurate, complete and effective without any concealment, omission, falsehood or misleading. If the documents and materials are copies or copies, they are consistent with the original or the original.
In this legal opinion, unless the context otherwise requires, the following terms or abbreviations in the left column correspond to the meaning or full name in the right column: Jiangsu Eastern Shenghong Co.Ltd(000301) / listed company refers to Jiangsu Eastern Shenghong Co.Ltd(000301)
The target company / sipang refers to Jiangsu sipang Petrochemical Co., Ltd
The underlying asset refers to 100% equity of Sri Lanka
Shenghong Petrochemical refers to Shenghong Petrochemical Group Co., Ltd
CCB investment refers to CCB Financial Asset Investment Co., Ltd
BOC assets refer to BOC financial assets investment Co., Ltd
Bohong industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industry Co., Ltd
The counterparty / Sibang refers to the shareholders of Shenghong petrochemical, Bohong industry, CCB investment and BOC assets. This transaction / restructuring refers to Jiangsu Eastern Shenghong Co.Ltd(000301) purchasing 100% equity of the underlying assets and raising supporting funds by issuing shares and paying cash
The agreement on issuing shares and paying annuity to purchase assets between the current listed company and the counterparty on May 12, 2021 and 2021 respectively refers to the supplementary agreement on issuing shares and paying cash to purchase its assets and the supplementary agreement on issuing shares and paying cash to purchase assets signed on July 9 for this transaction
Restructuring report refers to the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions
The subject assets appraisal report Zhonglian pingbao Zi [2021] No. 1718 report issued by Zhonglian appraisal on the subject assets refers to the asset appraisal report of Jiangsu Eastern Shenghong Co.Ltd(000301) proposed acquisition of equity project of Jiangsu silbang Petrochemical Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
This office / Jindu refers to Beijing Jindu law firm
The territory of China refers to the territory of the people’s Republic of China. For the purpose of this legal opinion, it does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
In accordance with the provisions of the current laws and regulations in China and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, the office and its handling lawyers issue the following legal opinions:
1、 Main contents of this transaction plan
According to the transaction documents such as the agreement on issuing shares and paying cash to purchase assets and its supplementary agreement, the restructuring report, the resolution of the 27th meeting of the eighth board of directors, the resolution of the 29th meeting of the eighth board of directors, the resolution of the fourth extraordinary general meeting of shareholders in 2021 and other documents, the main scheme of this transaction is as follows:
Jiangsu Eastern Shenghong Co.Ltd(000301) it is proposed to issue shares to all shareholders of Sri Lanka and pay cash to purchase 100% equity of Sri Lanka. The listed company pays consideration to Shenghong petrochemical and Bohong industry by issuing shares, and CCB investment and BOC assets by paying cash, as follows:
Counterparty transaction pricing (RMB 10000) amount of share consideration (RMB 10000) number of share consideration (shares) amount of cash consideration (RMB 10000)
Shenghong petrochemical 1161854.55 1052404479-
Bohong industry 65272.73 65272.73 59123847-
CCB investment 130545.45 — 130545.45
BOC assets 78327.27 — 78327.27
After the completion of this transaction, Sri Lanka will become a wholly-owned subsidiary of Jiangsu Eastern Shenghong Co.Ltd(000301) .
Jiangsu Eastern Shenghong Co.Ltd(000301) it is proposed to raise matching funds from non-public offering of shares to no more than 35 specific investors at the same time, with a total amount of no more than 4088727300 yuan. After deducting intermediary expenses, it is proposed to be used to pay cash consideration for this transaction, supplement working capital of listed companies or repay interest bearing liabilities. The number of shares issued by the raised matching funds shall not exceed 30% of the total share capital of the listed company before the transaction, and the total amount of raised funds shall not exceed 100% of the share consideration of the listed company for purchasing assets by issuing shares in the transaction. The proportion of the supporting funds raised to supplement the working capital of the listed company or repay interest bearing liabilities shall not exceed 25% of the consideration of this transaction or 50% of the total supporting funds raised.
The issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raised supporting funds. The successful issuance of the final raised supporting funds or whether it is raised in full will not affect the implementation of the issuance of shares and the payment of cash for the purchase of assets. If the supporting funds raised fail to be implemented or raised in full, the listed company will solve it through self financing or other forms.
2、 Approval and authorization of this transaction
(I) Jiangsu Eastern Shenghong Co.Ltd(000301) approval and authorization
1. On May 12, 2021, Jiangsu Eastern Shenghong Co.Ltd(000301) held the 27th meeting of the 8th board of directors, deliberated and approved the proposal on the plan of issuing shares and paying cash to purchase assets and related party transactions, the proposal on the plan of issuing shares and paying cash to purchase assets and related party transactions and its summary, and other proposals related to this transaction. The independent directors expressed their prior approval and independent opinions. 2. On July 9, 2021, Jiangsu Eastern Shenghong Co.Ltd(000301) held the 29th meeting of the eighth board of directors, deliberated and adopted the proposal on the scheme of issuing shares and paying cash to purchase assets and related party transactions, the proposal on and its summary, and other proposals related to this transaction. The independent directors expressed their prior approval and independent opinions.
3. On August 23, 2021, Jiangsu Eastern Shenghong Co.Ltd(000301) held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions, the proposal on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds involving related party transactions, and the proposal on < Jiangsu Eastern Shenghong Co.Ltd(000301) Proposals related to this transaction, such as the proposal on issuing shares and paying cash to purchase assets and raising supporting funds and related party transaction report and its abstract.
4. On October 18, 2021, Jiangsu Eastern Shenghong Co.Ltd(000301) held the 36th meeting of the eighth board of directors, The proposal on Approving the issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions plus audit report and review report, the proposal on and its summary and other proposals related to this transaction were reviewed and approved.
(II) approval and authorization of underlying assets and counterparties
As of the date of issuance of this legal opinion, Sri Lanka and the counterparty have performed the necessary internal review and approval procedures at this stage for matters related to this transaction such as this restructuring.
(III) filing of assets appraisal results
According to the filing form of financial enterprise asset evaluation project provided by CCB investment, the asset evaluation results of the subject matter of this transaction have been China Construction Bank Corporation(601939) filed.
(IV) approval of CSRC
On December 31, 2021, the CSRC issued the reply on approving Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets and raise supporting funds (zjxk [2021] No. 4179) to approve the transaction.
To sum up, the exchange believes that this transaction has obtained the necessary approval and authorization, and all the effective conditions agreed in the agreement for the purchase of assets by issuing shares and paying cash and its supplementary agreement have been met. This transaction can be implemented according to law.
3、 Implementation of this transaction
(I) transfer of subject assets
According to the business license with unified social credit code of 913207005668923863 issued by Jiangsu Lianyungang Port Co.Ltd(601008) municipal market supervision and administration on December 31, 2021 and the articles of association of Jiangsu silbang Petrochemical Co., Ltd. signed by Jiangsu Eastern Shenghong Co.Ltd(000301) on December 23, 2021, as of the date of issuance of this legal opinion, Jiangsu Eastern Shenghong Co.Ltd(000301) holds 100% equity of silbang, The transfer of the underlying assets involved in this transaction has gone through the change registration procedures, and the counterparty has fulfilled the legal obligation to deliver the underlying assets to the listed company according to law.
The underlying asset of this transaction is 100% equity of Sri Lanka and does not involve the transfer of creditor’s rights and debts.
(II) capital verification of newly increased registered capital
According to the capital verification report of Jiangsu Eastern Shenghong Co.Ltd(000301) issued by Lixin Certified Public Accountants (special general partnership) on December 31, 2021 (Xin Kuai Shi Bao Zi [2021] No. za16006), as of December 31, 2021, 100.00% equity of Sri Lanka has been changed to the name of Jiangsu Eastern Shenghong Co.Ltd(000301) , and the industrial and commercial registration procedures for the change have been completed, The registered capital of the listed company increased by 1111528326.00 yuan from the purchase of assets by issuing shares, and the registered capital of the listed company after change was 5946488381.00 yuan. (III) registration of new shares
According to the confirmation of acceptance of share registration application (business No.: 101000011690) and other documents issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch on January 14, 2022, it has accepted the application materials for registration of Jiangsu Eastern Shenghong Co.Ltd(000301) non-public offering of new shares, and the relevant shares will be officially included in the register of shareholders of Jiangsu Eastern Shenghong Co.Ltd(000301) . Jiangsu Eastern Shenghong Co.Ltd(000301) the number of new shares in this non-public offering is 1111528326 shares (including 1111528326 restricted circulating shares). According to the issuer’s share capital structure table (statistics by share nature) (Shenzhen market) issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (business No.: 110011138004), the number of Jiangsu Eastern Shenghong Co.Ltd(000301) shares after the completion of this non-public offering is 5946491119 shares 1.
(IV) payment of cash consideration in this transaction
According to the transfer voucher and other information provided by Jiangsu Eastern Shenghong Co.Ltd(000301) and its confirmation, and verified by the exchange, as of the date of issuance of this legal opinion, the cash consideration of this transaction has been paid.
4、 Is there any difference between the relevant actual situation and the previously disclosed information
According to the instructions, documents and relevant announcements of Jiangsu Eastern Shenghong Co.Ltd(000301) , as of the issuance of this legal opinion
