Beijing Jindu law firm
Matters related to the exemption of Shenghong Petrochemical Group Co., Ltd. and its persons acting in concert from issuing acquisition offers
Special verification opinions
To: Jiangsu Eastern Shenghong Co.Ltd(000301)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the Administration of restructuring), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the measures for the administration of acquisition), and other laws and administrative regulations As a special legal adviser, Provide legal services on the issue of shares by Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as Jiangsu Eastern Shenghong Co.Ltd(000301) or a listed company) and the payment of 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 raise supporting funds and related party transactions (hereinafter referred to as this transaction), in accordance with the business standards recognized by the lawyer industry In accordance with the code of ethics and the spirit of diligence, the exchange is now verifying whether the acquisition of shares of listed companies by Shenghong Petrochemical Group Co., Ltd. and its persons acting in concert involved in this transaction is in line with the exemption from issuing offers, and issuing this special verification opinion.
Based on the facts that have occurred or existed before the date of issuance of this special verification opinion, the current laws, regulations and normative documents in China (within the people’s Republic of China, for the purpose of this special verification 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 relevant accounting reports, audit reports and asset evaluation reports in this special verification opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
This special verification 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 has consulted the documents it deems necessary to consult, including the approval documents, relevant records, materials and certificates of relevant government departments.
The issuance of this special verification opinion has been guaranteed by the relevant parties of this transaction as follows:
1. It has provided the exchange with the original written materials, copies, copies, confirmation letters or certificates required for issuing the special verification opinions;
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 special verification 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)
Shenghong technology refers to Jiangsu Shenghong Technology Co., Ltd
Shenghong Suzhou refers to Shenghong (Suzhou) Group Co., Ltd
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 acquirer refers to Shenghong petrochemical and Bohong industry
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
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
China refers to the territory of the people’s Republic of China. For the purpose of this special verification opinion, it does not include Hong Kong Special Administrative Region, 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、 Subject qualification of the acquirer and its persons acting in concert
（1） Basic information of Shenghong petrochemical
According to the business license with unified social credit code of 913207000676274307 approved and issued by Jiangsu Lianyungang Port Co.Ltd(601008) municipal market supervision and administration on November 8, 2019, the current effective articles of association of Shenghong petrochemical and the lawyers of this firm in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the inquiry, as of the date of issuance of this special verification opinion, the basic information of Shenghong Petrochemical is as follows:
Company name: Shenghong Petrochemical Group Co., Ltd
Address Jiangsu Lianyungang Port Co.Ltd(601008) 407, shift building 3, No. 399, Gangqian Avenue, Xuwei new area, city
Legal representative: Miao Hangen
The registered capital is 550 million yuan
Company type: limited liability company
Petrochemical products, coal chemical products, basic chemical raw materials, fine chemicals, chemical
Scientific and technological research and development of new materials; Sales of chemical products (excluding hazardous chemicals); Industrial investment;
Business scope: self support and agency of import and export business of various commodities and technologies, but the state restricts the operation of enterprises
Or goods and Technologies Prohibited from import and export; Operation of hazardous chemicals (according to the hazard management
Business license for academic products (approved project management).
(projects subject to approval according to law shall be approved by
Business activities can be carried out only after approval by relevant departments)***
Date of establishment: April 27, 2013
Operating period: April 27, 2013 to******
According to the instructions and restructuring report of Shenghong petrochemical, and verified by our lawyers, as of the date of issuance of this special verification opinion, Miao Hagen and Zhu Hongmei indirectly controlled Shenghong Petrochemical through Jiangsu Lianyungang Port Co.Ltd(601008) Bochuang Investment Co., Ltd. and Jiangsu Lianyungang Port Co.Ltd(601008) Chengsheng Investment Co., Ltd., and were the actual controllers of Shenghong Petrochemical.
（2） Basic information of Bohong industry
According to the business license with unified social credit code of 913207030710133948 approved and issued by Jiangsu Lianyungang Port Co.Ltd(601008) municipal market supervision and administration on October 10, 2018, the current effective articles of association of Bohong industry and the lawyers of this firm in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the inquiry, as of the date of issuance of this special verification opinion, the basic information of Bohong industry is as follows:
Company name Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industrial Co., Ltd
Address Jiangsu Lianyungang Port Co.Ltd(601008) 409, shift Building 5, No. 399, Gangqian Avenue, Xuwei New Area
Legal representative: Zhu Yuqin
The registered capital is 2.6667 million yuan
Company type: limited liability company
Garment processing; Industrial investment; R & D and sales of petrochemical products (except refined oil), coal chemical products, basic chemical raw materials, fine chemicals and new chemical materials (the above projects involving pre licensing are not included). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: June 3, 2013
Business term: June 3, 2013 to******
According to the instructions of Bohong industry and the reorganization report, and verified by our lawyers, as of the date of issuance of this special verification opinion, Miao Hagen and Zhu Hongmei indirectly controlled Bohong industry through Jiangsu Lianyungang Port Co.Ltd(601008) Hongyue Industry Co., Ltd. and were the actual controllers of Bohong industry.
（3） Concerted action relationship between acquirers and persons acting in concert
According to the reorganization report, Jiangsu Eastern Shenghong Co.Ltd(000301) publicly disclosed information, business license, articles of association and other materials provided by relevant subjects, and through the lawyers of the firm in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）According to the inquiry, as of the date of issuance of this special verification opinion, Jiangsu Eastern Shenghong Co.Ltd(000301) actual controllers Miao Hangen and Zhu Hongmei are husband and wife, Shenghong technology, Shenghong Suzhou, Shenghong petrochemical and Bohong industry are all controlled by Miao Hangen and Zhu Hongmei, and Zhu Hongjuan, Zhu Minjuan and Zhu Hongmei are sisters. According to the measures for the administration of acquisition, the above subjects constitute a relationship of concerted action.
（4） The acquirer is not allowed to acquire a listed company as stipulated in the measures for the administration of acquisition
According to the materials and instructions provided by the acquirer and approved by our lawyers in the national enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）, China referee document network（ http://wenshu.court.gov.cn./ ）. China executive information disclosure network（ http://shixin.court.gov.cn./ ）. website of securities and futures market dishonesty record query platform of CSRC（ https://neris.c
1. The acquirer 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 acquirer 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.
In conclusion, the exchange believes that as of the date of issuance of this special verification opinion, the acquirer does not have the situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the acquisition management measures, and is qualified to implement this transaction. 2、 The legal basis for the purchaser and its persons acting in concert to be exempted from making an offer
According to the agreement on issuing shares and paying cash to purchase assets and its supplementary agreement and restructuring report, Jiangsu Eastern Shenghong Co.Ltd(000301) plans to issue shares and pay cash to purchase 100% equity of sierbang held by Shenghong petrochemical, Bohong industry, CCB investment and BOC assets and raise supporting funds. Among them, the listed company issued 1111528326 shares to Shenghong petrochemical and Bohong industry. Prior to the transaction, the actual controllers of the listed company, Miao Hangen, Zhu Hongmei and their persons acting in concert, held 3104018868 shares of the listed company, accounting for 64.20% of the total share capital of the listed company before the transaction. After the completion of this transaction, without considering the raising of supporting funds, Miao Hangen, Zhu Hongmei and their persons acting in concert held 4215547194 shares of the listed company, accounting for 70.89% of the total share capital of the listed company after the completion of this transaction, as follows:
Before and after this transaction
Name of shareholders proportion of the number of shares held in the total number of shares held in the listed company proportion of the total (share) share capital of the listed company proportion of (share) share capital
Miao Hangen, Zhu Hongmei and their concerted actors 3104018868 64.20% and 3104018868 52.20%
Shenghong petrochemical
