2. Enterprise transfer is the transfer of equity, and the new shareholders need to bear the creditor's rights and debts of the original enterprise;
3. According to the law, there is no direct relationship between enterprise transfer and creditor's rights;
4. Equity transfer is generally based on the assessment of the net price, that is, the amount of net assets per share;
5. It is best to consult a professional lawyer and be assisted by him;
The following is a legal opinion on equity transfer issued by a law firm.
Model legal opinion on equity transfer
To: A Limited
(Introduction)
Xx Law Firm (hereinafter referred to as the Firm) accepts the entrustment of Company A, Limited by Share Ltd (hereinafter referred to as "Company A") and appointed _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. According to the Company Law of People's Republic of China (PRC), Listing Rules of Shanghai Stock Exchange (hereinafter referred to as Listing Rules) and other relevant laws and regulations, Company A transfers its C limited liability company (hereinafter referred to as Company C) to Company B.
According to the facts that have occurred or existed before the date of issuance of this legal opinion, and according to the requirements of existing laws, regulations and normative documents in China, our lawyers have issued legal opinions on the legality of this equity transfer and related legal issues. There are no false, seriously misleading statements and major omissions in the legal opinions, otherwise they are willing to bear corresponding legal responsibilities.
This legal opinion only expresses opinions on legal issues related to this equity transfer, and does not express opinions on professional matters such as accounting, auditing and asset evaluation.
Our lawyers conducted necessary and prudent investigations on the related matters involved in this equity transfer of Company A, and reviewed the matters and documents related to the issuance of legal opinions.
Before issuing this legal opinion, our lawyers have obtained the promise and guarantee from Company A, that is, Company A has provided our lawyers with authentic, complete and effective original written materials, duplicated materials or oral testimony, and there is no concealment, falsehood, major omission or misleading. If the above materials are photocopies or photocopies, they shall be consistent with the originals or originals.
This legal opinion is only used by Company A for the purpose of this equity transfer, and shall not be used for any other purpose without the consent of the Exchange.
Our lawyers have checked and verified the relevant documents and facts provided by Company A in accordance with the business standards, ethics and diligence recognized by the lawyer industry, and now they give the following legal opinions:
(text)
I. Subject qualifications of both parties to this equity transfer.
1. Transferor qualification
Company A, the transferor of this equity transfer, now holds the registration number of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Subject qualification of the transferee
Company B, the transferee of this equity transfer, now holds the Business License of Enterprise as a Legal Person issued by the State Administration for Industry and Commerce. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
According to the balance sheet (consolidated and unaudited) provided by Company B, as of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Our lawyers believe that both parties to this equity transfer are legally established and effectively existing enterprise legal persons, and they are qualified as the subject of this equity transfer.
Two. Contents of this equity transfer
1. The target of this equity transfer
According to the Share Transfer Contract of Company C (hereinafter referred to as the Share Transfer Contract) signed by Company A and Company B on.
According to the certification materials issued by Company C and properly verified by our lawyers, Company A legally holds _ _ _% equity of Company C, and there is no dispute, pledge or other equity restrictions.
2. The price of this equity transfer
According to the share transfer contract, based on the appraisal value of _ _ _ _ _ _ _ _ Assets Appraisal Co., Ltd. (the appraisal value is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
3. Payment method and time limit
According to the share transfer contract, Company B shall pay all the share transfer price to Company A within _ _ _ working days from the date of performance of the contract.
4. Entry into force of the contract
According to the share transfer contract, the effective date of the contract is the date when the resolutions of the respective shareholders' meetings of Company A and Company B are passed. If both parties hold the shareholders' meeting at different times, the resolution time of the shareholders' meeting held after the contract comes into effect shall prevail.
5. Performance of the contract
According to the share transfer contract, this contract shall be performed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The calculation standard of share income is: based on the principle that the net profit reflected in the audited annual consolidated financial statements of Company C or the bank loan interest on the equity transfer price during the relevant period is higher, Company B shall pay it to Company A in cash within _ _ _ days from the date of issuing the annual financial audit report.
6. Termination of the contract
According to the provisions of the Share Transfer Contract, if Company C goes out of business, goes out of business, goes bankrupt or is dissolved before the performance of the contract, the contract will be automatically terminated, and both parties will not be liable for breach of contract.
Our lawyers believe that the contents of the share transfer contract are in line with the current relevant laws and regulations of our country, and the share transfer contract will take effect when the agreed effective conditions are achieved, and can be performed according to the agreed performance time. It is legal for company A to exercise its equity and enjoy equity income before the completion of the contract. If Company C closes down, goes out of business, goes bankrupt or is dissolved before the performance of the contract, the contract can be terminated according to the contract.
Three. Authorization and approval of this equity transfer and related legal procedures
Upon review, the following approval and legal procedures have been completed for this equity transfer:
1. According to the resolution of the board of directors of Company B, this equity transfer has been approved by the board of directors of Company B;
2. According to ResolutionNo. of the Board of Directors of Company A, this equity transfer has been approved by the Board of Directors of Company A;
3. With regard to this equity transfer, _ _ _ _ _ _ _ _ _ _ _ _ Assets Appraisal Co., Ltd. has issued _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
4. In this equity transfer, Company A has hired _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Our lawyers believe that this equity transfer has been partially approved and authorized, and the following approval and legal procedures need to be completed:
The shareholders' meeting of 1 Company A approved the equity transfer;
2. The shareholders' meeting of Company B decides to agree to the equity transfer;
3. _ _ _ _ _ _ _ _ _ _ _ Securities Co., Ltd. issued an independent financial consultant report on this equity transfer;
4. Company A announces and reports according to law;
5. Go through the formalities of shareholder change registration with the industrial and commercial registration authority of Company C for this equity transfer.
Four. Related transactions and horizontal competition of this equity transfer.
1. Related party transactions
The controlling shareholders of Company A and Company B are both Company D, and this equity transfer constitutes a related party transaction.
Our lawyers believe that when the respective shareholders' general meetings of Company A and Company B consider this equity transfer, they should make a resolution in accordance with the principle of fair trade when the related shareholders withdraw, and Company A will make an announcement, report and put on record according to the legal procedures of related party transactions.
2. Horizontal competition
According to the statement issued by Company A on horizontal competition with Company B, and verified by our lawyers, our lawyers believe that although the businesses of Company C and Company B are similar, there is no horizontal competition between Company A and Company B because Company A is not the controlling shareholder of Company C. After the completion of this equity transfer, Company A and Company B will fundamentally solve the possible horizontal competition problems.
Verb (abbreviation of verb) The listing qualification of Company A after this equity transfer.
Our lawyers reviewed the listing qualification of Company A after this equity transfer:
1. It was not found that Company A failed to disclose its financial status as required or made false records in its financial and accounting reports;
2. No major illegal acts were found in this equity transfer of Company A..
According to the Company Law, Securities Law and other relevant laws and regulations, our lawyers believe that after this equity transfer, Company A still meets the listing requirements.
Information disclosure of intransitive verbs
Upon examination by our lawyers, we have not found any contracts, agreements or arrangements that should be disclosed but not disclosed in this equity transfer of Company A. ..
Seven. Concluding remarks
To sum up, our lawyers believe that this equity transfer meets the requirements of Company Law, Securities Law and other relevant laws, regulations and normative documents after completing the pending approval and legal procedures described in this legal opinion.
The original of this legal opinion is in quintuplicate, with no copy.
This legal opinion shall come into effect after being signed by the handling lawyer and stamped with the official seal of the firm.
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×× Law Firm (official seal)
Attorney in charge: (signature) _ _ _ _ _ _ _ _ _
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