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Classic: Supplementary Legal Opinion 3
Source: | Author:kesikeen | Published time: 2829 days ago | 1378 Views | Share:
Beijing Kangda (Hangzhou) Law Firm (hereinafter referred to as "the") accepts the entrustment of Zhejiang Classic High-tech Materials Co., Ltd. (hereinafter referred to as "Company", "Stock Company" or "Keshike") as the company The special legal advisor who applied for the stock on the National Small and Medium-sized Enterprise Equity Transfer System and was publicly transferred, and has issued "Beijing Kangda" on April 5, 2016, May 30, 2016, June 27, 2016 respectively. (Hangzhou) Law Firm's Legal Opinions on the Application of Zhejiang Classic High-tech Materials Co., Ltd. for the listing and public transfer of shares in the national small and medium sized company's equity transfer system (hereinafter referred to as the "Legal Opinions") and "Beijing Kangda" (Hangzhou) Law Firm's Supplementary Legal Opinions on the Application of Stocks for Zhejiang Classic High-tech Materials Co., Ltd. to be Listed and Publicly Transferred on the National Small and Medium-sized Enterprise Equity Transfer System (Part 1) and the Beijing Kangda (Hangzhou) Law Firm Zhejiang Classic High-tech Materials Co., Ltd. applied for a supplementary legal opinion (two) of the stocks listed on the National Small and Medium-sized Enterprise Share Transfer System and publicly transferred.
According to the relevant requirements of the National Small and Medium-sized Enterprises Transfer System Co., Ltd., after supplementing the verification of related matters of Classic, Beijing Kangda (Hangzhou) Law Firm issued the application for shares of Zhejiang Classic High-tech Materials Co., Ltd. Supplementary Legal Opinions (No. 3) (hereinafter referred to as "this Supplementary Legal Opinion") that is listed on the national small and medium sized enterprise equity transfer system and publicly transferred.
Our lawyers are based on the "Company Law of the People's Republic of China", "The Securities Law of the People's Republic of China", "Decision of the State Council on Issues Related to the Transfer of Small and Medium-sized Enterprises of All-China SMEs" (Guo Fa (2013) No. 49), and "Unlisted Public Company Supervision The relevant provisions of the currently valid laws, regulations, and regulatory documents, such as the “Management Measures” and the “National SME Share Transfer System Business Rules (Trial)”, as well as the facts that occurred or existed before the issuance of this Supplementary Legal Opinion. Strictly fulfilled the statutory duties, followed the principle of diligence and due diligence and the principle of good faith, and conducted full verification and verification to ensure that the facts identified in this Supplementary Legal Opinion were true, accurate, and complete, and the conclusive opinions issued were legal and accurate. There are no false records, misleading statements or major omissions, and assume corresponding legal responsibilities.
The legal opinions stated in the "Legal Opinions" issued on April 5, 2016 issued by the firm are relevant, and the contents of the lawyer's statement, interpretation and other relevant contents apply to this "Supplementary Legal Opinion."
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Verified by the lawyers of the Firm and issued by Beijing Kangda (Hangzhou) Law Firm on Supplementary Legal Opinions (2) on the application of shares of Zhejiang Classic High-tech Materials Co., Ltd. listed on the National Small and Medium-sized Enterprise Share Transfer System for public transfer. Until today, additional explanations concerning the listing conditions, information disclosure, and important issues affecting investors' decision-making and decision making need to be supplemented as follows:
First, the new capital subscription dispute
According to the company's instructions and verification by the firm's lawyers, on July 7, 2016, the company received the “Notice of Respond” and “Notice of Evidence” issued by the People’s Court of Liandu District, Lishui City (2016), 1102 Min. Book, Subpoena, and other related litigation materials. The plaintiff in the lawsuit was Ling Diyou, a limited partner of Yongcheng Investment. The plaintiff thought that the company’s decision on July 30, 2015 regarding the capital increase to 15.7582 million yuan had infringed its right of first priority, so the company was sued forever. Cheng Investment, Green Valley Pearl Group and Bing Ying Investment, the case was disputes over new capital subscriptions. According to the “Civil Complaint” filed by the plaintiff Ling Diyou on June 16, 2016 to the People’s Court of Liantu District of Lishui City, the litigation request is as follows:
"1. Confirm that the defendant Zhejiang Classic High-tech Materials Co., Ltd. July 30, 2015, the shareholders' meeting resolution involved 9% of the newly registered capital of 9.7052 million yuan is invalid, the plaintiff has the right to preferentially pay the part;
2. The defendant Zhejiang Classic High-tech Materials Co., Ltd. was ordered to apply to the company registration authority to cancel the change registration, and the other three defendants assisted in handling the change registration;
3. The costs of litigation in this case shall be borne by all defendants. ”
Second, legal analysis
With regard to the aforementioned lawsuit brought by the plaintiff Ling Diyou's new capital subscription dispute, our lawyers verified and expressed the following opinions based on the "Company Law" and other laws, regulations, regulatory documents and the relevant provisions of the "Articles of Association": (1) Facts
1. Shareholding structure of the company's shareholders meeting day on July 30, 2015
As verified by our lawyers, the shareholding structure of the company as of July 30, 2015, was as follows:
Shareholder's name or name Capital contribution (ten thousand yuan) Proportion of registered capital (%)
Yongcheng Investment 352.64 58
Green Valley Pearl Group 255.36 42
Total 608 100
2. The process of increasing the registered capital of the company to RMB 15,785,250
According to the company’s industrial and commercial archives and the resolutions of the shareholders’ meeting, capital increase agreements, capital contributions, and other information provided by the company and verified by the firm’s lawyers, the process of increasing the registered capital to RMB 15,785,250 in July 2015 is as follows:
(1) On July 30, 2015, the company convened a shareholders' meeting. All shareholders of the company, including Green Valley Pearl Group and Yongcheng Investment, attended the meeting and unanimously agreed and made the following resolutions:
“Agreed to absorb Lishui BHP Investment Partnership (Limited Partnership) as the new shareholder of the company.
It was agreed that Lishui Lvgu Mingzhu Hotel Group Co., Ltd. and Lishui Bingying Investment Partnership Co., Ltd. (Limited Partnership) will increase the capital of the company. The total amount of subscription for this capital increase is RMB 9.7052 million. After the capital increase, the registered capital of the company is changed to RMB. RMB 157,852,200, and the capital contribution methods are all currency. All capital contributions will be made before December 31, 2015.
In this capital increase, Lishui Lvgu Mingzhu Hotel Group Co., Ltd. invested RMB 9459,400 to subscribe for an additional registered capital of RMB 4,729,700, and the remaining RMB 4,729,700 was included in the company's capital reserve; Lishui Bingying Investment Partnership (Limited partnership) to invest RMB 99.51 million to subscribe for an additional registered capital of RMB 4,975,500 and the remaining RMB 4,975,500 will be included in the capital reserve of the company.
After the capital increase is completed, the company’s latest share capital structure is as follows:
Lishui City Green Valley Pearl Hotel Group Co., Ltd., registered capital subscribed capital contribution of RMB 7,283,300, accounting for 46.14% of the registered capital;
Lishui City BHP Investment Partnership (Limited Partnership), the registered capital of the registered capital contribution of 4975500 yuan, accounting for 31.52% of the registered capital;
Lishui Yongcheng Investment Partnership Co., Ltd. (Limited Partnership), registered capital subscribed capital contribution of RMB 3.5246 million, accounting for 22.34% of registered capital;
In this capital increase, the relevant shareholders of the company agreed to waive the rights of the capital increase to subscribe for capital. ”
(2) On the same day, the company convened a shareholder meeting and made a resolution, agreeing to amend the corresponding articles of the company's articles of association, and reviewed and approved the amendments to the articles of association.
(3) On the same day, the company and the company’s shareholders, Green Valley Pearl Group, Yongcheng Investment and BHP Investment co-signed
The “Capital Increase Agreement” stipulates that Green Valley Pearl Group and BHP Investment subscribe for an additional 9,705,200 yuan of registered capital at a price of 2 yuan/share, of which Green Valley Pearl Group invests 9,459,400 yuan and Baiying Investment invests 9,951,000 yuan. The full funding will be in place before December 31, 2015.
(4) On August 14, 2015, the company handled all the changes in industrial and commercial registration related to this capital increase in Lishui City Administration for Industry and Commerce.
(5) On August 18, 2015, the company received a payment of 9.4594 million yuan from the Green Valley Pearl Group, of which an additional registered capital of 4.729 million yuan and the remaining 4.729 million yuan were included in the company's capital reserve; on the same day, 100 yuan was received. The investment contributed by Yingying Investment was RMB 9,951,000, of which, the newly registered capital was RMB 4,975,500, and the remaining RMB 4,975,500 was included in the company's capital reserve.
(6) After the capital increase is completed, the company's shareholding structure is as follows:
Shareholder's name or name Capital contribution (ten thousand yuan) Proportion of registered capital (%)
Green Valley Pearl Group 728.33 46.14
Hundred Investment 497.55 31.52
Yongcheng Investment 352.64 22.34
Total 1,578.52 100
(two) verification opinion
1. The plaintiff Ling Diyou is not a company shareholder and the subject does not fit.
As verified by our lawyers, the shareholding structure of the company as of July 30, 2015, was as follows:
Shareholder's name or name Capital contribution (ten thousand yuan) Proportion of registered capital (%)
Yongcheng Investment 352.64 58
Green Valley Pearl Group 255.36 42
Total 608 100
After verification, the firm’s lawyers held that as of the date of the company’s shareholders’ meeting on July 30, 2015, the plaintiff Ling Diyou was only a limited partner of Yongcheng Investment and did not directly hold the company’s equity, and was not a company’s shareholder. .
2. Before the company's shareholders meeting was held on July 30, 2015, there was no need to notify the plaintiff, Ling Diyou, to attend the shareholders meeting.
According to Article 36 of the "Company Law": "The shareholders' meeting of a limited liability company consists of all shareholders.
The shareholders' meeting is the company's authority and it exercises its powers in accordance with this Law. ”
After verification, our lawyers held that before the company's shareholders meeting was held on July 30, 2015, the company had informed the shareholders of Green Valley Pearl Group and Yongcheng Investment, and the plaintiff Ling Diyou was not a company's shareholder. The company need not notify the plaintiff, Ling Diyou, to attend. The shareholders' meeting.
3. The plaintiff Ling Diyou did not enjoy the priority of the company’s capital increase
According to Article 34 of the "Company Law": "Shareholders shall make profits according to the proportion of capital contribution they have actually paid; when the company adds new capital, shareholders have the right to subscribe and pay in accordance with the proportion of contributions actually paid, but all shareholders agree. Those who do not make contributions in accordance with the proportion of their capital contribution or who do not make contributions in accordance with the proportion of capital contribution."
After verification by the firm’s lawyers, when the company newly added its registered capital, Yongcheng Investment, as a company’s shareholder, has the right to prioritize and pay in accordance with the proportion of contributions actually paid; however, Chen Yulong, executive partner of Yongcheng Investment, has represented Wing Shing Investment attended the shareholders' meeting and had signed the resolution to confirm that Wing Shing Investment’s right to abandon the capital increase, prioritize and pay capital contribution was legal and effective. As of July 30, 2015, the company's shareholder meeting, the plaintiff Lingdi You is only a limited partner of Yongcheng Investment, did not directly hold the company's equity, is not the company's shareholders, does not enjoy the priority of the capital increase this time There was no case where the company’s shareholders’ meeting resolved to infringe on the priority of the plaintiff Lingdi’s right to pay.
4. The resolution of the company's shareholders meeting on July 30, 2015 was legal and effective
According to Article 22 of the "Company Law": "The resolutions of the shareholders' meeting or the general meeting of shareholders and the board of directors violate the laws and administrative regulations."
After verification, the firm’s lawyers held that the resolutions of the company's shareholders’ meeting were unanimously agreed by all shareholders of the company. All shareholders or shareholders’ representatives were signed in the resolution. The resolutions were in compliance with the “Company Law” and other laws, administrative regulations and the “Company. The regulations are legal and effective.
In summary, our lawyers believe that the plaintiff, Ling Diyou, did not directly hold the company’s equity, and was not a company’s shareholder, and did not enjoy the priority of the current capital increase; before the company’s July 30, 2015 shareholders’ meeting, there was no need to The plaintiff Ling Diyou was notified to attend the meeting of shareholders; all shareholders or shareholder agents were signed in the resolution of the shareholders meeting. The contents of the resolution were in compliance with the provisions of the “Company Law” and other laws, administrative regulations and the “Articles of Association”. Effective; the aforementioned litigation case filed by Ling Diyou will not constitute a substantial legal obstacle to the listing of the company.
After verification by the company and verified by the lawyers of the firm against the "Guidelines for the Application of Basic Standards for Listed Conditions of the National Small and Medium-sized Enterprises Share Transfer System (Trial)" and the "Guidelines for the Content and Format of the Public Transfer Specification," it was held that, in addition to the foregoing, the company does not There are other important issues related to listing conditions, information disclosure, and decisions that affect investors' judgments.
The original "Supplementary Legal Opinions" are made in triplicate and will become effective after being stamped by the Institute and signed by the contractor.