Beijing Jindu law firm
about
Beijing Hualian Hypermarket Co.Ltd(600361)
Selling major assets and issuing shares to purchase assets and raising supporting funds and related party transactions
Legal opinion
January, 2002
catalogue
1、 Overview of this transaction plan 14 II. Subject qualification of all parties to this transaction 30 III. approval and authorization of this transaction 65 IV. relevant contracts and agreements of this transaction 66 v. disposal of assets 67 VI. underlying assets 82 VII. Disclosure and reporting obligations on this transaction 157 VIII. Related party transactions and horizontal competition 157 IX. substantive conditions of this transaction 189 X. qualification of securities service institutions participating in this transaction 199 11. About the trading of shares of listed companies by relevant personnel in this transaction 199 12. Formulation and implementation of the insider registration system of listed companies 199 XIII. Concluding observations 200 Annex I, Beijing Hualian Hypermarket Co.Ltd(600361) 's holding subsidiary 202 Annex II. Domestic owned houses of innovative metals and its subsidiaries within the scope of consolidated statements 218 annex III. main leased houses of innovative metals and its subsidiaries within the scope of consolidated statements 229 annex IV. domestic self owned land use rights of innovative metals and its subsidiaries within the scope of consolidated statements 232 annex v. main approval procedures for project initiation and environmental protection of construction projects of innovative metals and its subsidiaries within the scope of consolidated statements 238 annex VI. registered trademarks owned by innovative metals and its subsidiaries within the scope of consolidated statements two hundred and fifty-two
Annex VII. Domestic patents owned by innovative metals and its subsidiaries within the scope of consolidated statements 257 annex VIII. Domestic copyright registered by innovative metals and its subsidiaries within the scope of consolidated statements 281 annex IX. domain names owned by innovative metals and its subsidiaries within the scope of consolidated statements 283 annex X. domestic subsidiaries of innovative metals 284 annex Xi. Tax registration of innovative metals and its subsidiaries within the scope of consolidated statements two hundred and ninety-one
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:
Jindu / this refers to Beijing Jindu law firm
Beijing Hualian Hypermarket Co.Ltd(600361) / listed company refers to Beijing Hualian Hypermarket Co.Ltd(600361) company
Beijing Hualian refers to Beijing Hualian Department Store Co.Ltd(000882) , which is the predecessor of Beijing Hualian Hypermarket Co.Ltd(600361)
Innovative metal / target company refers to Shandong innovative metal Technology Co., Ltd
Innovation Co., Ltd. refers to Shandong innovation Metal Technology Co., Ltd., which is the predecessor of innovation metal
Innovation group refers to Shandong innovation group Co., Ltd., which is the controlling shareholder of the target company
Hualian Group / invested capital refers to Beijing Hualian Group Investment Holding Co., Ltd., which is the holding share property undertaking party of Beijing Hualian Hypermarket Co.Ltd(600361)
Qingdao liwang refers to Qingdao Liwang Precision Technology Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovation Beihai refers to Shandong innovation Beihai Co., Ltd., which is a wholly-owned subsidiary of the target company
Yuanwang electrician refers to Shandong Yuanwang Electrician Technology Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovative sector refers to Shandong innovative sector Co., Ltd., which is a wholly-owned subsidiary of the target company
Chuangfeng new material refers to Shandong Chuangfeng New Material Technology Co., Ltd., which is a wholly-owned subsidiary of the target company
Chuanghui new material refers to Shandong Chuanghui New Material Technology Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovation precision refers to Shandong innovation Precision Technology Co., Ltd., which is a wholly-owned subsidiary of the target company
Suzhou ChuangTai refers to Suzhou ChuangTai alloy material Co., Ltd., which is a wholly-owned subsidiary of the target company
Yunnan innovation refers to Yunnan innovation Alloy Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovation industry and trade refers to Shandong innovation industry and Trade Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovative alloy material refers to Shandong innovative alloy material Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovative Alloy Research Institute refers to Shandong innovative Alloy Research Institute Co., Ltd., which is a wholly-owned subsidiary of the target company
Jiashan lvran refers to Jiashan lvran resource recovery Co., Ltd., which is a wholly-owned subsidiary of the target company
Innovative renewable resources refer to Shandong innovative renewable resources utilization Co., Ltd., which is a wholly-owned subsidiary of the target company
Chuangyuan renewable resources refers to Shandong Chuangyuan renewable resources Co., Ltd., which is a wholly-owned subsidiary of the target company
Chuanghui renewable resources refers to Shandong Chuanghui renewable resources Co., Ltd., which is a wholly-owned subsidiary of the target company
ChuangTai renewable resources refers to Shandong ChuangTai renewable resources Co., Ltd., which is a wholly-owned subsidiary of the target company
Yunnan Chuangge refers to Yunnan Chuangge New Material Technology Co., Ltd., which is a wholly-owned subsidiary of the target company
Yunnan liwang refers to Yunnan liwang industry and Trade Co., Ltd., which is a wholly-owned subsidiary of the target company
Tianjin Rongqi refers to Tianjin Rongqi enterprise management partnership (limited partnership)
Tianjin Yuanfeng refers to Tianjin Yuanfeng Panhao enterprise management center (limited partnership)
CPE refers to CPE investment (Hong Kong) 2018 limited
Crescent means crescent Alliance Limited
Dylan means Dylan Capital Limited
Qingdao SAIC refers to the equity investment fund partnership (limited partnership) of Qingdao SAIC's innovation and upgrading industry
Jiaxing Shangqi refers to Jiaxing Shangqi Hengxu investment partnership (limited partnership)
Yangzhou Shangqi refers to Yangzhou Shangqi automobile industry equity investment fund (limited partnership)
Foshan Shangqi refers to Foshan Shangqi Delian automobile equity investment partnership (limited partnership)
Shandong Carter refers to Shandong Carter International Trade Co., Ltd
Xitou Liaocheng refers to Xitou Liaocheng investment partnership (limited partnership) in Ningbo Meishan free trade port area
Qingdao Yuqiao refers to Qingdao Yuqiao Runsheng equity investment partnership (limited partnership)
Harbin Henghui refers to Harbin Henghui Chuangfu equity investment center (limited partnership)
Wuxi Yunhui refers to Wuxi Yunhui new automobile industry investment management partnership (limited partnership)
Wuxi Yunhui phase II refers to Wuxi Yunhui phase II new automobile industry investment management partnership (limited partnership)
Shanghai CDH refers to Shanghai CDH Baiyu investment partnership (limited partnership)
Shandong CDH refers to Shandong CDH Baifu equity investment partnership (limited partnership)
Shandong Hongfan refers to Shandong Hongfan Industrial Co., Ltd
Qingdao Chinese capital refers to Qingdao Chinese capital oak equity investment partnership (limited partnership)
Shenzhen Qiushi refers to Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership)
Hengwang partnership refers to Binzhou hengwang equity management enterprise (limited partnership)
Qianpei partnership refers to Xintai Qianpei enterprise management service partnership (limited partnership), formerly known as Binzhou hengwang equity management enterprise (limited partnership)
All shareholders of innovation metal, i.e. innovation group, Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei, Tianjin Rongqi, Tianjin Yuanfeng, CPE, crescent and the transferor refer to Dylan, Qingdao SAIC, Jiaxing Shangqi, Yangzhou Shangqi, Foshan Shangqi, Shandong Carter, Xicheng, Qingdao Yuqiao, Harbin Henghui Wuxi Yunhui, Wuxi Yunhui phase II, Shanghai Dinghui, Shandong Dinghui, Shandong Hongfan, Qingdao Chinese capital and Shenzhen Qiushi
The underlying asset refers to the 100% equity of innovative metal that the listed company intends to purchase and the transferor legally owns
Disposed assets refer to all assets and liabilities of Beijing Hualian Hypermarket Co.Ltd(600361) as of the base date of appraisal
This purchase of assets refers to the transaction in which the listed company purchases the underlying assets held by the transferor in total by issuing shares
Major asset disposal refers to the transaction in which the listed company transfers the disposed assets to Hualian Group after the purchase of assets is approved by the CSRC
The raising of supporting funds means that the listed company raises supporting funds from non-public funds / supporting funds and shares of the development bank from no more than 35 (including 35) specific investors
This transaction includes three parts: (1) this purchase of assets; (2) Disposal of major assets; (3) Raise supporting funds.
Item (1) and this transaction / this heavy (2) transaction are the premise and inseparable of each other. If any of them is easy to terminate or cannot be implemented, this transaction will be terminated. The restructuring transaction (3) is subject to the transactions (1) and (2), and the success of the transaction (3) does not affect the implementation of the transactions (1) and (2).
This issuance refers to the non-public issuance of A-Shares by the listed company to the transferor under the asset purchase
Under the asset purchase, the A-share consideration shares newly issued by the listed company to the transferor refer to the shares, including the shares of the listed company increased by the transferor due to the profit distribution of the listed company and the conversion of share capital after the issuance
The issue price of the consideration shares under the assets purchased by the listed company this time, i.e. the issue price of this time, 3.44 yuan / share. From the pricing base date to the issue date, if the issue price of the listed company refers to the ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, The issue price of assets purchased by issuing shares this time will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Purchase of issued shares refers to the agreement on purchase of assets by issuing shares, which takes effect from the attached asset agreement signed by Beijing Hualian Hypermarket Co.Ltd(600361) and the transferor on August 6, 2021
The supplementary agreement to the asset purchase agreement by issuing shares, which comes into effect as the supplementary instructions to the asset purchase agreement with articles signed by the issuing shares purchase Beijing Hualian Hypermarket Co.Ltd(600361) and the transferor on January 26, 2022
"Sale of major assets" refers to the "agreement on sale of major assets" which came into force under the conditional agreement signed between Beijing Hualian Hypermarket Co.Ltd(600361) and Hualian Group on August 6, 2021
The supplementary agreement to the conditional agreement signed between the major asset sale Beijing Hualian Hypermarket Co.Ltd(600361) and Hualian Group on January 26, 2022 refers to the supplementary agreement to the effective major asset sale agreement
Discussion
The compensation agreement between Beijing Hualian Hypermarket Co.Ltd(600361) and innovation group, Cui Lixin, Yang Aimei, Geng Hongyu and Wang Wei refers to the profit forecast compensation agreement signed jointly on January 26, 2022
The stock pledge agreement refers to the stock pledge agreement signed by Hualian Group, innovation group and Beijing Hualian Hypermarket Co.Ltd(600361) on January 26, 2022
The Beijing Hualian Hypermarket Co.Ltd(600361) major asset sale and issuance restructuring report refers to the report on the purchase of assets by shares and the raising of supporting funds and related party transactions (Draft)
The pricing benchmark date refers to the date of announcement of the resolution of the 41st meeting of the seventh board of directors, i.e. August 2021
