| Time: July 24, 2024, 17:20:52 China Finance Online |
Original Title: Huaqing Antai: Legal Opinion Letter from Beijing Yingke Law Firm Regarding Huaqing Antai Energy Co., Ltd.’s Acquisition Report (Reissue)
Yingke Law Firm
Beijing, China, Chaoyang District, Jinhe East Road, No. 20
Zhengda Center, Building 2, Floors 19-25
YINGKELAWFIRM
Postal Code: 100124
Tel: 861059626911 Fax: 861059626918
19-25, 2nd Building of CP
Center, No.20 Jin he East Road,
E-mail: yingke@yingkelawyer.com
Chaoyang District, Beijing
Http: www.yingkelawyer.com
Beijing Yingke Law Firm
Regarding Huaqing Antai Energy Co., Ltd.’s Acquisition Report
Legal Opinion Letter
July 2024
| Huaqing Antai, Public Company, Joint-stock Company, Target Company | Refers to | Huaqing Antai Energy Co., Ltd. (formerly known as Huaqing Antai (Beijing) Technology Co., Ltd.), and as the context requires, also includes its wholly-owned and controlling subsidiaries |
| Acquirer | Refers to | Han Caiyun |
| Original Actual Controller | Refers to | The actual controller of Huaqing Antai, Chen Yanmin, before the occurrence of this acquisition |
| This Acquisition | Refers to | The acquisition resulting from the marriage registration between acquirer Han Caiyun and original actual controller Chen Yanmin on March 31, 2015, after which the actual control of the company changes from Chen Yanmin to Chen Yanmin and Han Caiyun |
| Acquisition Occurrence Date | Refers to | March 31, 2015, the date when the acquirer Han Caiyun and original actual controller Chen Yanmin registered marriage |
| “Acquisition Report” | Refers to | “Huaqing Antai Energy Co., Ltd. Acquisition Report” |
| Huaqing Yuantai | Refers to | Beijing Huaqing Yuantai New Energy Technology Development Co., Ltd. |
| “Articles of Association” | Refers to | “Articles of Association of Huaqing Antai Energy Co., Ltd.” |
| Three Meetings | Refers to | General Meeting of Shareholders, Board of Directors, Supervisory Board |
| “Company Law” | Refers to | “Company Law of the People’s Republic of China” |
| “Securities Law” | Refers to | “Securities Law of the People’s Republic of China” |
| “Supervision Management Measures” | Refers to | “Measures for the Supervision and Management of Non-public Companies” |
| “Acquisition Management Measures” | Refers to | “Measures for the Acquisition Management of Non-public Companies” |
| “Format Standard No. 5” | Refers to | “Content and Format Standards for Disclosure of Information by Non-public Companies No. 5—Equity Change Report, Acquisition Report, and Tender Offer Report” |
| This Firm | Refers to | Beijing Yingke Law Firm |
| This Legal Opinion | Refers to | The “Legal Opinion Letter on the Acquisition Report of Huaqing Antai Energy Co., Ltd. issued by Beijing Yingke Law Firm” prepared according to the company’s commissions and the requirements of the National Equities Exchange and Quotations System |
| China Securities Regulatory Commission | Refers to | China Securities Regulatory Commission |
| National Equities Exchange and Quotations System | Refers to | National Small and Medium-sized Enterprises Share Transfer System |
| National Equities Exchange Company | Refers to | National Small and Medium-sized Enterprises Share Transfer System Co., Ltd. |
| Yuan, Ten Thousand | Refers to | Renminbi Yuan, Renminbi Ten Thousand |
This legal opinion notes that some totals may differ slightly from the sums obtained by direct addition due to rounding, directory
interpretation……………………………………………………….1
I. Subject Qualification of the Acquirer…………………………………….5
II. Approval and Related Procedures of This Acquisition…………………………10
III. Acquisition Method, Source of Funds and Related Agreement Signing Status………11
IV. Purpose of This Acquisition and Subsequent Plans……………………………11
V. Impact of This Acquisition on Huaqing Antai……………………………….11
VI. Public Commitments and Restrictive Measures by the Acquirer………………………..15
VII. Trading of Public Company Stock by Acquirer and Related Parties in the Six Months Prior to the Occurrence of the Acquisition…………………………….16
VIII. Transactions between the Acquirer and its Related Parties and the Public Company in the 24 Months Prior………………………………..17
IX. Information Disclosure of This Acquisition…………………………………17
X. Conclusion Opinion…………………………………………………….17
Beijing Yingke Law Firm
Regarding Huaqing Antai Energy Co., Ltd.’s Acquisition Report
Legal Opinion Letter
To: Han Caiyun
Beijing Yingke Law Firm accepts the commission from Han Caiyun to provide specialized legal advisory services regarding her acquisition of Huaqing Antai Energy Co., Ltd., and acts as her specialized legal advisor.
This firm issues this “Legal Opinion Letter on the Acquisition Report of Huaqing Antai Energy Co., Ltd.” (hereinafter referred to as “this legal opinion letter”) based on the provisions of the “Securities Law,” “Company Law,” “Acquisition Management Measures,” “Format Standard No. 5,” and other relevant Chinese laws, regulations, rules and normative documents regarding the relevant matters of this acquisition. To issue this legal opinion, this firm has verified the relevant facts and legal matters relating to this acquisition in accordance with the relevant provisions of Chinese laws and regulations, recognized business standards, ethical norms, and the spirit of diligence and responsibility. Necessary documents have been reviewed, and inquiries or necessary discussions have been undertaken with relevant personnel, verifying related issues.
In issuing this legal opinion letter, this firm makes the following statements:
1. The legal opinions issued by this firm are based on the facts that have occurred or existed before the issuance date of this legal opinion letter and the formal, implemented, and currently valid Chinese laws and regulations.
2. The understanding and judgment of the relevant facts in this legal opinion letter by the handling lawyers rely primarily on the documents, materials, and representations provided to this firm by the company, the acquirer, and their concerted parties. Prior to issuing this legal opinion letter, the parties related to this acquisition assured this firm and its handling lawyers that the documents and information they provided were true, accurate, and complete, with no false records, misleading statements, or significant omissions.
3. This firm relies on certificates, declarations, and commitments issued by relevant governmental departments, other relevant institutions, or individuals regarding facts that are crucial to this legal opinion letter but cannot be independently substantiated by evidence.
4. This firm only provides opinions on domestic legal matters related to the “Acquisition Report” and does not comment on other professional matters such as auditing or assessments.
5. This legal opinion letter is prepared solely for the purpose of this acquisition and must not be used for any other purpose.
6. This firm agrees to include this legal opinion letter as a necessary legal document for this acquisition, to be submitted along with other materials. This firm guarantees there are no false records, misleading statements, or significant omissions in this legal opinion letter.
Based on the above, this firm issues this legal opinion letter.
| Positioning Unit | Time of Appointment | Position | Scope of Business | Registered Location | Relationship with the Inst itution |
| Huaqing Antai | 2014-11 to present | Director, Board Secretary, Deputy General Manager, Financial Responsible Person |
General projects: R&D of emerging energy technology; Solar power technology services; Heat production and supply; Contract energy management; Energy-saving management services; Environmental protection consulting services; Cooling supply services; Technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; Engineering technical services (planning management, surveying, design, and supervision excluded); Engineering management services; Wind power technology services; Property management; Sale of building materials; Sale of machinery and equipment; Sale of refrigeration and air conditioning equipment; General equipment repair; Conference and exhibition services; Socio-economic consulting services. (Except projects that require approval according to law, conduct business activities independently based on business licenses). Permissible projects: Construction engineering activities. (Projects requiring approval shall only conduct business activities after being approved by relevant departments, specific operation items based on approval documents or permits) (Not allowed to engage in activities prohibited or restricted by national and local industry policies). | Room 206, 2nd Floor, Building 22, No. 68 Beiqing Road, Haidian District, Beijing | Directly holds 7.96% |
| Tianjin Huaqing Antai Energy Technology Limited Company (Huaqing Antai Subsidiary) |
2019-11 to present | Director | General projects: Technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; Cooling services; R&D of emerging energy technology; Energy-saving management services; R&D of utilizing waste heat, pressure, and gas technology; Internet data services; Artificial intelligence foundational resources and technology platforms; Engineering management services; Property management; Sales of electrical machinery; Sales of machinery; General equipment repair; Heating services. (Except projects requiring approval according to law, conduct business activities independently based on business licenses). | Room 402, No. 32, Kangxiang Road, Ocean Technology Park, Binhai New Area, Tianjin | Indirectly holds 7.96% through Huaqing Antai |
| Beijing Huaqing Yuantai New Energy Technology Development Limited (Huaqing Antai Subsidiary) |
2022-07 to present | Financial Responsible Person | General projects: Technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; Engineering management services; Engineering technical services (planning management, surveying, design, and supervision excluded); R&D of emerging energy technology; Sales of machinery; Sales of building materials; General equipment repair; Machinery rental; Manufacturing of refrigeration and air conditioning equipment; Geological exploration technical services. (Except projects requiring approval according to law, conduct business activities independently based on business licenses). Permissible projects: Construction engineering activities; Electrical installation services. (Projects requiring approval, conduct business activities after being approved by relevant departments, specific operation items based on approval documents or permits) (Not allowed to engage in activities prohibited or restricted by national and local industry policies). | Room 20A, 2nd Floor, No. 11 Anxiang North Lane, Chaoyang District, Beijing | Indirectly holds 7.96% through Huaqing Antai |
| Baoding Jiaxian Energy Technology Limited (Huaqing Antai Subsidiary) |
2022-02 to present | Manager | Technical development, technical promotion, technical services; Conference and exhibition services; Trade of goods and technology imports and exports (excluding goods and technology prohibited or involving administrative approval). (Projects requiring approval must be carried out only after being approved by the relevant departments). | Room 101, 2nd Floor, No. 301 Jingguang South Avenue, Gaobeidian City, Baoding City, Hebei Province | Indirectly holds 7.164% through Huaqing Antai |
| Sanya Huaqing Antai Smart Energy Limited (Huaqing Antai Subsidiary) |
2023-02 to present | Financial Responsible Person | Permissible projects: Construction engineering activities; Import and export of goods; Technology imports and exports; Import and export agency (projects that require approval shall only be engaged in after approval by relevant departments); General projects: R&D of emerging energy technology; Solar power technology services; Heat production and supply; Contract energy management; Energy-saving management services; Environmental protection consulting services; Cooling supply services; Technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; Engineering technical services (planning management, surveying, design, and supervision excluded); Engineering management services; Wind power technology services; Property management; Sale of building materials; Sale of machinery; Sale of refrigeration and air conditioning equipment; General equipment repair; Conference and exhibition services; Socio-economic consulting services (except permissible businesses, can independently engage in projects not prohibited or restricted by laws and regulations). | 302-B408, No. 2 Road, Creative Industry Park, Yazhou District, Sanya City, Hainan Province | Indirectly holds 7.96% through Huaqing Antai |
| Huaqing Antai Energy Services (Beijing) Limited (Huaqing Antai Subsidiary) |
2023-05 to present | Financial Responsible Person | General projects: Heat production and supply; Cooling services; Energy-saving management services; Contract energy management; R&D of emerging energy technology; R&D of online energy monitoring technology; Engineering management services; Research and experimental development of engineering and technology; Technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; Sales of refrigeration and air conditioning equipment; Manufacturing of refrigeration and air conditioning equipment. (Except projects requiring approval according to law, conduct business activities independently based on business licenses). Permissible projects: Construction engineering activities; Construction engineering design. (Projects requiring approval must be carried out only after being approved by the relevant departments, specific operation items based on approval documents or permits) (Not allowed to engage in activities prohibited or restricted by national and local industry policies). | Room 15, 2nd Floor, Building 22, No. 68 Beiqing Road, Haidian District, Beijing | Indirectly holds 7.96% through Huaqing Antai |
| Huaqing Weilai New Energy (Beijing) Limited (Huaqing Antai Subsidiary) |
2024-06 to present | Financial Responsible Person | General projects: Heat production and supply; R&D of emerging energy technology; Contract energy management; Cooling services; Engineering management services; Engineering technical services (excluding planning management, surveying, design, and supervision); R&D of online energy monitoring technology; R&D of online energy measurement technology; Technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; R&D of resource recycling technology; Sales of solar thermal utilization products; Repair of electrical equipment. (Except projects requiring approval, conduct business activities independently based on business licenses) (Not allowed to engage in activities prohibited or restricted by national and local industry policies). | Room 407, Unit 2, Building 15, No. 16 Academy North Third Street, Future Science City, Changping District, Beijing | Indirectly holds 7.96% through Huaqing Antai |
| Beijing Huaqing Antai Energy Management Limited (Huaqing Antai Subsidiary) |
2021-09 to 2023-04 |
Director | New energy, efficient energy-saving technology development, technical consulting, technical transfer, technical services, technical promotion; One-stop contract energy management comprehensive services; Operational efficiency assessment services; Energy-saving management services; Contract energy management. (Market entities independently choose business projects and conduct business activities; projects requiring approval must be operated based on the approved contents; prohibited from engaging in projects forbidden and restricted by national and local industry policies). | Room 14, 2nd Floor, Building 21, No. 68 Beiqing Road, Haidian District, Beijing | Cancelled in April 2023 |
| Beijing Huaqing Antai Hospital Management Service Limited (Huaqing Antai Subsidiary) |
2021-09 to 2023-03 |
Director | Hospital management (excluding medical treatment activities); Heat supply; Software development; Basic software services; Application software services; Computer system services; Property management; Technical development, technical consulting, technical transfer, technical promotion, technical services; Technical exchange; One-stop contract energy management comprehensive service; Software consulting. (Market entities independently choose business projects and conduct business activities; projects requiring approval must be conducted based on the approved contents; not engaging in activities prohibited and restricted by national and local industry policies). | Room 15, 2nd Floor, Building 22, No. 68 Beiqing Road, Haidian District, Beijing | Cancelled in March 2023 |
| Hebei Huaqing Weilan Energy Technology Limited (Huaqing Antai Subsidiary) |
2019-07 to 2023-04 |
Director | Technology development, technology transfer, technical services, and consulting in energy technology; centralized heating services; industrial waste heat recovery; industrial steam production (limited to branch institutions) and sales; engineering surveying and design; industrial project management; construction labor subcontracting; property services; sales of construction materials and machinery; electricity supply; repair of refrigeration equipment** (projects requiring approval, can only be carried out after the approval of relevant departments). | Room 1710, Fudong Office Building, No. 245 Fudongbei Road, Congtai District, Handan City, Hebei Province | Cancelled in April 2023 |
Before the occurrence of the acquisition, acquirer Han Caiyun held shares in Huaqing Antai as a company shareholder, concurrently serving as a director, deputy general manager, board secretary, and financial responsible person at Huaqing Antai. On March 31, 2015, Han Caiyun registered marriage with Huaqing Antai’s original actual controller Chen Yanmin. From the occurrence of the acquisition until the date of the issuance of the “Acquisition Report,” acquirer Han Caiyun continued serving in her roles at Huaqing Antai without significant changes.
Before the acquisition occurrence date, original actual controller Chen Yanmin held 52.00% of Huaqing Antai’s shares, while acquirer Han Caiyun held 11.00% of Huaqing Antai’s shares; on the acquisition occurrence date, actual controllers Chen Yanmin and Han Caiyun, as a couple, held 52.00% and 11.00% of Huaqing Antai’s shares, respectively. In the 12 months following the acquisition occurrence, the actual controllers maintained these holdings without transferring shares; as of the issuance of the “Acquisition Report,” Chen Yanmin and Han Caiyun held 36.90% and 7.96% of Huaqing Antai’s shares, respectively.
Below is a table summarizing the shareholdings of Chen Yanmin and Han Caiyun before the acquisition occurrence, on the acquisition occurrence date, in the 12 months following the acquisition occurrence, and as of the date of the issuance of the “Acquisition Report”:
| Before the Acquisition Occurrence Date | As of the Acquisition Occurrence Date | 12 Months Following the Acquisition Occurrence | As of the Issuance of the “Acquisition Report” | ||||||||
| Shareholder Name | Number of Shares Held in Huaqing Antai (Shares) |
Percentage (%) | Shareholder Name | Number of Shares Held in Huaqing Antai (Shares) |
Percentage (%) | Shareholder Name | Number of Shares Held in Huaqing Antai (Shares) |
Percentage (%) | Shareholder Name | Number of Shares Held in Huaqing Antai (Shares) |
Percentage (%) |
| Chen Yanmin | 4,680,000 | 52.00 | Chen Yanmin | 4,680,000 | 52.00 | Chen Yanmin | 4,680,000 | 52.00 | Chen Yanmin | 21,427,050 | 36.90 |
| Han Caiyun | 990,000 | 11.00 | Han Caiyun | 990,000 | 11.00 | Han Caiyun | 990,000 | 11.00 | Han Caiyun | 4,622,897 | 7.96 |
| Total | 5,670,000 | 63.00 | Total | 5,670,000 | 63.00 | Total | 5,670,000 | 63.00 | Total | 26,049,947 | 44.86 |
(2) Acquirer’s Penalties and Litigation/Arbitration Status in the Last 2 Years
As of the issuance of this legal opinion letter, the acquirer hasn’t suffered any administrative penalties (related to the securities market), criminal penalties, or major civil lawsuits or arbitrations concerning economic disputes, nor is included in the list of dishonest executors, thus not being subject to collective punishment for dishonesty.
(3) Subject Qualification of the Acquirer
1. The acquirer does not fall into the category that prohibits acquisitions of public companies.
As of the issuance of the “Acquisition Report,” the acquirer has a good credit record, not harming the legitimate rights and interests of the target company Huaqing Antai and its shareholders through the acquisition of the public company.
As an acquirer, Han Caiyun has made commitments indicating there are no circumstances as follows:
(1) The acquirer has substantial outstanding debts due not yet cleared, and is in a continuous state;
(2) The acquirer has had significant illegal activities in the last two years or is suspected of significant illegal activities;
(3) The acquirer has had serious dishonesty in the securities market in the last two years;
(4) The acquirer lacks civil capacity or has restricted civil capacity;
(5) The acquirer has been sentenced to criminal punishment for embezzlement, bribery, misappropriation of property, or destruction of the socialist market economy order within five years of execution completion or deprived of political rights due to crime, not exceeding five years after completion of execution;
(6) Has served as a director or manager of a bankrupt company and is personally responsible for the bankruptcy, not exceeding three years after the bankruptcy has concluded;
(7) Has served as a legal representative of a company whose business license has been revoked for illegal activities and is personally responsible, not exceeding three years from the date of its business license revocation;
(8) The acquirer has substantial personal debts that are overdue;
(9) Other circumstances prescribed by laws, administrative regulations, and as determined by the China Securities Regulatory Commission not allowed to acquire public companies.
The acquirer does not fall under the circumstances defined in Article 6 of the “Acquisition Management Measures” nor legal provisions prohibiting the acquisition of public companies, thus qualifying for the acquisition of public companies.
2. The acquirer is not listed as a dishonestly executed individual, nor subject to collective punishment cases.
According to the National Equities Exchange Company’s released “Guidelines for Integrity Supervision and Management of National Small and Medium-sized Enterprises Share Transfer System,” after inquiries through relevant websites, the acquirer is not listed in the dishonesty executive list nor involved in collective punishment cases, thus complying with the basic requirements of the “Acquisition Management Measures” without jeopardizing the interests of the listed company and its shareholders.
3. The acquirer complies with the requirements of the “Investor Suitability Management Measures”
The acquirer held shares in Huaqing Antai before the occurrence of the acquisition and is a shareholder of Huaqing Antai. Based on the materials provided, the acquirer is classified as a type-one qualified investor for the share transfer.
(4) Core Enterprises and Core Business Controlled by the Acquirer, Associated Enterprises and Main Business Status
As of the issuance of this legal opinion, aside from Huaqing Antai and its subsidiaries, the acquirer does not hold shares in any other companies.
(5) Relationship between the Acquirer and Huaqing Antai
Acquirer Han Caiyun is a shareholder, director, deputy general manager, board secretary, and financial responsible person of Huaqing Antai, and is married to original actual controller Chen Yanmin. After completion of this acquisition, the equity structure of Huaqing Antai remains unchanged, with the actual controllers being declared as both Chen Yanmin and Han Caiyun as a couple. Except for the stated relationships, there are no other associations between the acquirer and Huaqing Antai.
In summary, the lawyers of this firm believe that as of the date of issuance of this legal opinion, the acquirer is qualified for this acquisition.
II. Approval and Related Procedures for This Acquisition
(I) Acquirer’s Internal Approval and Authorization for This Acquisition
The acquirer is a natural person with full civil rights and abilities, and this acquisition is made based on her genuine intention, hence she has the right to decide on this acquisition without needing to undergo approval and authorization processes.
(II) Other Approvals and Authorizations Required for This Acquisition
Due to the marriage registration between the original actual controller and the acquirer, their respective shareholdings are combined for the acquisition, thus not involving changes to Huaqing Antai’s ownership structure. Hence, Huaqing Antai does not need to obtain approval and authorization from its board of directors or the shareholders’ meeting.
This acquisition does not involve national industrial policies, industry access, transfer of state-owned shares, foreign investment, etc., thus does not require approval from relevant national departments.
Documents relevant to this acquisition still need to be publicly disclosed on the designated information disclosure platform of the National Equities Exchange and Quotations System, per the “Acquisition Management Measures.”
III. Acquisition Method, Source of Funds and Related Agreement Signing Status
(I) Acquisition Method
As per the “Acquisition Report” and verified by this firm’s lawyers, the acquirer Han Caiyun is a shareholder, director, deputy general manager, board secretary, and financial responsible person of the company, and became married to original actual controller Chen Yanmin on March 31, 2015; shares are calculated for this acquisition due to the marriage. After the acquisition completion, the actual controllers of the company change from Chen Yanmin to both Chen Yanmin and Han Caiyun as a couple. The company’s capital structure did not change significantly before and after this acquisition.
(II) Source of Funds for This Acquisition
According to the “Acquisition Report” and verified by this firm’s lawyers, the acquisition results from the marriage registration of the original actual controller and the acquirer, involving no transfer of shares and no acquisition fund payments.
(III) Related Agreements for This Acquisition
According to the “Acquisition Report” and verified by this firm’s lawyers, since the merger of shareholdings resulting from the marriage registration does not involve changes in Huaqing Antai’s equity rights, the acquirer has not signed any related acquisition agreements.
In summary, the lawyers of this firm believe that the acquisition method is consistent with the provisions of the “Acquisition Management Measures” and other laws, regulations, and normative documents.
IV. Purpose of This Acquisition and Subsequent Plans
(I) Acquisition Purpose
According to the “Acquisition Report,” acquirer Han Caiyun, as the acquirer, is a shareholder, director, deputy general manager, board secretary, and financial responsible person, married to the original actual controller Chen Yanmin. Considering the marriage relationship and the company’s long-term planning and overall arrangements, they are recognized as the joint actual controllers of the company.
(II) Subsequent Plans
According to the “Acquisition Report” and the confirmation letter from the acquirer, the after-acquisition plans are as follows:
1. Adjustment Plan for the Public Company’s Main Business
Within 12 months post-acquisition, there are no plans to change Huaqing Antai’s main business, and no significant adjustments are expected.
2. Adjustment Plan for the Public Company’s Management
Within 12 months post-acquisition, there are no adjustments planned for Huaqing Antai’s management.
3. Adjustment Plan for the Public Company’s Organizational Structure
Within 12 months post-acquisition, there are no adjustments planned for Huaqing Antai’s organizational structure.
4. Amendment Plan for the Public Company’s Articles of Association
Within 12 months post-acquisition, there are no plans to amend any provisions of Huaqing Antai’s Articles of Association.
5. Plan for Significant Disposals of Public Company Assets
Within 12 months post-acquisition, there are no plans for significant disposals of Huaqing Antai’s assets.
6. Plan for Major Changes in Employment of Existing Employees of the Public Company
Within 12 months post-acquisition, there are no plans for major changes in the employment of existing employees at Huaqing Antai.
In summary, the lawyers of this firm believe that the purpose and subsequent plans of this acquisition conform to relevant stipulations of the “Acquisition Management Measures,” and the acquirer’s subsequent plans clearly express genuine intentions without violating any mandatory provisions of laws, regulations, or rules.
V. Impact of This Acquisition on Huaqing Antai
According to the “Acquisition Report,” the impacts of this acquisition on Huaqing Antai are as follows:
(I) Impact of this Acquisition on Public Company Control
The marriage registration and combined shareholdings form this acquisition, post-acquisition the actual controllers will change to Chen Yanmin and Han Caiyun as a couple.
(II) Impact of this Acquisition on Public Company’s Financial Status and Profitability
Due to the marriage registration and combined shareholdings, the actual controllers of the company will change to Chen Yanmin and Han Caiyun as a couple after acquisition, with no significant impact on Huaqing Antai’s financial status or profitability.
(III) Impact of this Acquisition on Public Company Independence
1. Acquirer’s Commitment to Ensure Public Company Independence
To ensure the company’s independence post-acquisition, the acquirer commits to: “After completion of this acquisition, in accordance with the requirements of the Company Law, Securities Law, etc., Huaqing Antai will be managed in a standardized manner, and shareholder rights will be exercised and obligations fulfilled legally and in compliance. Huaqing Antai will maintain independence in aspects，例如 personnel, assets, finances, organization, and business:
(1) Business Independence
Assure the acquired company operates independently from myself or other enterprises controlled by me; guarantee independence in conducting business activities, with assets, personnel, qualifications, and capabilities to continuously operate autonomously in the market; ensure to minimize and avoid related-party transactions with the acquired company, and in unavoidable transactions, fair pricing will be maintained and legal review procedures followed.
(2) Asset Independence
Guarantee that the acquired company holds full ownership of its assets, which are completely under the control of the acquired company, to independently own and operate; ensure that neither I nor my affiliates misappropriate funds or assets of the acquired company in any form.
(3) Financial Independence
Guarantee establishment of an independent financial department and financial accounting system; assurance of a regulated and independent financial accounting system and financial management over subsidiaries; guarantee that the acquired company opens bank accounts independently, not sharing with myself or other controlled enterprises; promise that the acquired company makes independent financial decisions without unlawful intervention from me or controlled other businesses regarding capital use; ensure that tax payment is independent and lawful.
(4) Personnel Independence
Guarantee that senior management personnel of the acquired company will not hold positions other than director or supervisor in my controlled enterprises, nor receive remuneration there; ensure independence for financial personnel of the acquired company without concurrent positions or remuneration in other controlled enterprises; guarantee a complete and independent labor, HR, and salary management system that operates independently from my other enterprises.
(5) Institutional Independence
Guarantee the acquired company establishes a legal and complete governance structure and organization; ensure shareholders’ meetings, boards of directors, supervisory boards, and senior management of the acquired company exercise their powers independently according to the law, regulations, and Articles of Association; ensure that there is no overlap between the acquired company’s organization and my controlled enterprises.”
(IV) Impact of this Acquisition on Public Company Competition
As of the issuance of the “Acquisition Report,” aside from Huaqing Antai and its subsidiaries, the acquirer does not hold shares in any other companies. To avoid deficiencies in prior commitments regarding competition with Huaqing Antai, the acquirer commits to avoid competing: the context concerning future business includes:
1. Upon becoming the controlling shareholder and actual controller of Huaqing Antai, I and my affiliates will not engage in similar or potentially competing businesses to Huaqing Antai, and will undertake measures such as asset sales, injection of new assets, divestiture, or other approaches to avoid competition with Huaqing Antai.
2. I and my affiliates will not directly or indirectly engage in or participate in any business or activity in China that will commercially compete with Huaqing Antai, nor hold equity or interests in any economic entities, institutions, or organizations in competition with Huaqing Antai, or control any economic entities, institutions, or organizations through any form, including new establishments, investments, acquisitions, mergers or similar businesses related to Huaqing Antai.
3. I promise to strictly perform these commitments; if any business opportunities obtained from third parties compete or may compete with Huaqing Antai’s main business, I will immediately inform Huaqing Antai and make reasonable efforts to disclose the opportunity to the latter upon obtaining consent from the third party.
(V) Impact of this Acquisition on Public Company Related Transactions
For the transactions occurring between the acquirer, its affiliates, and public company Huaqing Antai within 24 months prior to the acquisition occurrence, please see section VIII, “Transactions between the Acquirer and its Related Parties and the Public Company in the 24 Months Prior.”
To standardize and minimize possible future related transactions, the acquirer has made commitments regarding regulation and reduction of related transactions as follows:
1. I will try to minimize and avoid any related transactions between myself and my controlled companies with Huaqing Antai and its subsidiaries.
2. For the unavoidable related transactions or those occurring for justified reasons, myself and controlled companies will abide by legal principles, regulations, and the Huaqing Antai Articles of Association in accordance with norms of fairness, equality, and consideration, maintain proper pricing for related transactions, and ensure that prices will not deviate from market norms or standards consistent with independent third parties, to safeguard the interests of Huaqing Antai and its shareholders (especially minority shareholders).
3. I commit not to harm Huaqing Antai and its shareholders’ (particularly minority shareholders’) legitimate rights and interests by exploiting my position or influence at Huaqing Antai through related transactions. Neither I nor my controlled companies will exploit the position or influence in Huaqing Antai for the fund, asset, or other resources misappropriation, nor unlawfully require Huaqing Antai to provide guarantees.
4. I will ensure my controlled companies comply with this commitment letter.
5. If I violate this commitment and it causes losses to the company, I will compensate Huaqing Antai within the period notified by Huaqing Antai after legally determining the losses.
Therefore, the lawyers of this firm believe that this acquisition will not adversely affect Huaqing Antai’s financial status, profitability, independence, or normal production operations, and will not harm the interests of Huaqing Antai and other shareholders.
VI. Public Commitments and Restrictive Measures Made by the Acquirer
(I) Public Commitment Matters Regarding this Acquisition Behavior
According to the “Acquisition Report,” the acquirer commits as follows:
1. Commitment Regarding the Authenticity, Accuracy, and Completeness of Provided Information
The acquirer has committed that: “As the acquirer, I have provided all original written materials, copies, or oral testimonies deemed necessary by intermediary organizations for issuing opinions; all signatures and seals on the materials are authentic, and copies are consistent with original materials. The documents and materials provided by the acquirer are true, accurate, complete, and valid, with no omissions, falsehoods, or significant omissions.
If any falsehood, misleading, concealment, significant omissions, or other violations occur in the materials provided by the acquirer leading to errors or omissions in documents issued by intermediaries, thereby causing penalties against these intermediaries or their staff or resulting in claims by third parties, the acquirer shall bear liability for damages.
2. Commitment Regarding the Acquirer’s Qualification
The acquirer’s qualification commitments can be found in section I, “Subject Qualification of the Acquirer,” under subsection (3), “Subject Qualification Status of the Acquirer.”
3. Commitment Regarding Maintaining the Independence of the Public Company
The commitment to maintain the independence of the public company can be found in section V, “Impact of this Acquisition on Huaqing Antai,” under subsection (3), “Impact of this Acquisition on Public Company Independence.”
4. Commitment Regarding Avoiding Competition
The commitment regarding avoiding industry competition can be found in section V, “Impact of this Acquisition on Huaqing Antai,” under subsection (4), “Impact of this Acquisition on Public Company Competition.”
5. Commitment Regarding Standardizing and Reducing Related Transactions
The commitment regarding standardizing and reducing related transactions can be found in section V, “Impact of this Acquisition on Huaqing Antai,” under subsection (5), “Impact of this Acquisition on Public Company Related Transactions.”
6. Commitment Regarding Share Lock-up
The acquirer provides a confirmation letter, stating: “As the acquirer, the shares I hold in Huaqing Antai Energy Co., Ltd. (referred to as “Huaqing Antai”) will not be transferred within twelve months post-acquisition (after March 31, 2015).”
7. Commitment Regarding No Injection of Financial Attributes or Real Estate Development Business Post-Acquisition
The acquirer has committed: “1. After the acquisition’s completion and prior to the clarity of relevant regulatory policies, I will not inject private equity funds and management businesses or any assets with financial attributes into Huaqing Antai, nor engage directly or indirectly in private equity and management businesses, nor provide any form of support for enterprises with financial attributes regarding Huaqing Antai.
2. After the acquisition’s completion and prior to the clarity of related regulatory policies, I will not inject real estate development businesses into Huaqing Antai, nor engage directly or indirectly in real estate development businesses, nor provide any form of support for real estate development businesses regarding Huaqing Antai.
If any economic losses to Huaqing Antai arise from my violation of commitments, I will compensate Huaqing Antai accordingly.
(II) Restrictive Measures for Failure to Fulfill Commitment Matters
The acquirer has committed:
“1. I will fulfill the commitments disclosed in the “Acquisition Report of Huaqing Antai Energy Co., Ltd.” and related legal opinions regarding this acquisition as required by law.
2. If I fail to fulfill the commitments disclosed in the “Acquisition Report of Huaqing Antai Energy Co., Ltd.” and related legal opinions regarding this acquisition, I will disclose the specific reasons for the non-fulfillment on the shareholders’ meeting of Huaqing Antai and the designated information disclosure platform for the national small and medium-sized enterprise share transfer system (www.neeq.com.cn) and apologize to Huaqing Antai’s shareholders and the public company.
3. If the non-fulfillment of the commitments disclosed in the “Acquisition Report of Huaqing Antai Energy Co., Ltd.” and related legal opinions results in any losses to Huaqing Antai or other investors, I will bear legal liability for compensating Huaqing Antai or other investors.”
Therefore, the lawyers of this firm believe that the commitments made by the acquirer are genuine expressions of intent, are not against mandatory provisions of laws and regulations, and are legally binding.
VII. Trading of Public Company Stock by Acquirer and Related Parties in the Six Months Prior to the Occurrence of the Acquisition
According to the “Acquisition Report,” within six months prior to the occurrence of this acquisition, there are no instances of the acquirer trading Huaqing Antai’s stock.
VIII. Transactions between the Acquirer and its Related Parties and the Public Company in the 24 Months Prior to the Acquisition
Based on the audited reports of Tianjian Accounting Firm (Special General Partnership), the “Huaqing Antai (Beijing) Technology Co., Ltd. 2014 Annual Audit Report,” and “Huaqing Antai (Beijing) Technology Co., Ltd. 2015 Annual Audit Report,” along with the 2015 semi-annual report and the “Acquisition Report,” the specific transactions occurring between the acquirer, its related parties, and public company Huaqing Antai in the past 24 months are as follows:
(I) Regular Related Transactions
In the last 24 months before this acquisition, aside from salary payments made by Huaqing Antai to the acquirer, there were no other regular related transactions.
(II) Occasional Related Transactions
On May 15, 2014, Huaqing Yuantai transferred 11% of its equity to Han Caiyun, which constitutes a related transaction. On August 5, 2014, Han Caiyun increased capital to the company, merging with Huaqing Yuantai, which also constitutes a related transaction.
(III) Transactions with Related Parties
In the 24 months before the acquisition, there were financial interactions between Huaqing Antai and the acquirer, and as of the acquisition occurrence date, there were no cases of the acquirer misappropriating funds or assets from Huaqing Antai and its subsidiaries.
Except for the aforementioned transactions and the positions held by the acquirer and her related parties at Huaqing Antai, there are no transactions that occurred between the acquirer and its related parties and Huaqing Antai in the 24 months prior to this acquisition.
IX. Information Disclosure Regarding This Acquisition
According to the materials provided by the acquirer and Huaqing Antai, the acquirer has complied with the requirements outlined in the Company Law, Securities Law, Acquisition Management Measures, Format Standard No. 5, and has prepared the “Acquisition Report,” in which the acquirer commits that there are no false records, misleading statements, or significant omissions, and that the authenticity, accuracy, and completeness of the report bear their individual and joint legal responsibilities.
Acquirer Han Caiyun married Huaqing Antai’s original actual controller Chen Yanmin on March 31, 2015; however, she failed to prepare the Acquisition Report within two days of the marriage registration, and was late in hiring financial advisors and lawyers, which should have been disclosed along with the professional opinions and legal opinions of financial advisors to the National Equities Exchange and Quotations System. Such behavior violates the requirements of the Acquisition Management Measures and amounts to information disclosure violations during the acquisition process, thus showing a risk of being subjected to self-discipline regulatory measures by the National Equities Exchange.
X. Conclusion Opinion
The acquirer Han Caiyun and Huaqing Antai’s original actual controller Chen Yanmin married on March 31, 2015; however, Han Caiyun failed to prepare the Acquisition Report within two days of the marriage registration, and missed timely hiring of financial advisors and lawyers for disclosure along with financial advisors’ professional opinions and legal opinions sent to the National Equities Exchange and Quotations System. This behavior constitutes a violation of the requirements of the Acquisition Management Measures and leads to information disclosure violations in the acquisition process, risking self-discipline regulatory measures by the National Equities Exchange. Aside from the above circumstances, the lawyers of this firm believe that the acquirer is qualified for this acquisition, and the content of the “Acquisition Report” is consistent with the provisions set forth in the Acquisition Management Measures, Format Standard No. 5, and other relevant laws, regulations, and normative documents.
This legal opinion letter is issued in six copies, with equal legal force, effective upon being signed by the handling lawyers of this firm and sealed.
(End of Document)
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