Stock Exchange: 600884}
Purchase of major assets
Implementation report
Serial number counterparty
1 LG Chemical Co., Ltd
2 lejin chemical (China) Investment Co., Ltd
3. Aierji new energy (Nanjing) Co., Ltd. (formerly "lejin chemical (Nanjing) information electronic materials Co., Ltd.")
4 lejin chemical (Guangzhou) information electronic materials Co., Ltd
5 Taiwan Lejin Chemical Co., Ltd
Independent financial advisor
February, 2002
Company statement
The board of directors and all directors of the company guarantee that the contents of this report are true, accurate and complete, and bear individual and joint legal liabilities for false records, misleading statements or major omissions in this report.
Any decision or opinion made by Shanghai Stock Exchange and other relevant departments on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company's shares or the income of investors. Any statement to the contrary is a false statement.
After the completion of this transaction, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks caused by this restructuring.
If investors have any questions about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
The company reminds investors that the purpose of this report is only to provide the public with the implementation of this transaction. If investors want to know more about this transaction, please carefully read the full text of the restructuring report and other relevant documents.
catalogue
The company declares that 2 catalog 3 interpretation Section 1 overview of this transaction six
1、 The specific scheme and scheme adjustment of this transaction six
2、 Pricing and valuation of this transaction six
3、 The price of this transaction is paid seven
4、 This transaction does not constitute a related party transaction, a major asset reorganization, or a reorganization and listing seven
5、 This transaction plan adjustment does not constitute a major adjustment to the original transaction plan Section 2 implementation of this transaction eleven
1、 Decision making, approval or filing of this transaction eleven
2、 The transfer and delivery of relevant assets and the handling of relevant creditor's rights and debts in this transaction eleven
3、 The difference between the relevant actual situation and the previously disclosed information twelve
4、 The replacement of directors, supervisors and senior managers and the adjustment of other relevant personnel 12 5. Whether the funds and assets of the listed company are occupied by the actual controller or other related persons during the reorganization process,
Or the listed company provides guarantee for the actual controller and its affiliates thirteen
6、 Performance of relevant agreements and commitments thirteen
7、 Compliance and risk of relevant follow-up matters Section III opinions of intermediaries on the implementation of this transaction fifteen
1、 Concluding observations of the independent financial adviser fifteen
2、 Legal counsel's concluding observations Section IV documents for future reference eighteen
1、 Directory of documents for future reference eighteen
2、 Location of documents for future reference eighteen
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings: listed company, company and Shanshan stock index Ningbo Shanshan Co.Ltd(600884)
The underlying and underlying assets of LG are LCD Polaroid business and related assets in mainland China, Chinese mainland and Taiwan.
Chinese mainland delivery related target refers to the LCD polarizing business and related assets of LG chemical in Chinese mainland and Korea, except for the Taiwan Polaroid owned LCD polarizer business.
China Taiwan delivery related subject matter refers to Taiwan LCD gold polarizer business.
yield
The counterparty refers to LG Chemical and its subsidiaries, China lejin investment, Nanjing lejin, Guangzhou lejin and Taiwan lejin
LG Chemical, LG Chemical, LGChem, Ltd. (Korean listed company, stock code 051910. KS) lgckr
China lejin investment and lgcci refer to lejin chemical (China) Investment Co., Ltd
Nanjing lejin and lgcnj refer to aierji new energy (Nanjing) Co., Ltd. (formerly "lejin chemical (Nanjing) information electronic materials Co., Ltd.")
Guangzhou lejin and lgcgi refer to lejin chemical (Guangzhou) information electronic materials Co., Ltd
Taiwan lejin and lgctw refer to Taiwan Lejin Chemical Co., Ltd
Beijing Shanjin, Beijing lejin and zhishanjin photoelectric (Beijing) Co., Ltd. (formerly "lejin chemical display material lgcbj (Beijing) Co., Ltd")
The listed company acquired 70% of its equity through way of increasing capital in Suzhou, China. This major asset purchase refers to indirect purchase of LG chemical trading through Suzhou Shan Jin or its subsidiaries, and the 70% interest in LCD polarizing business and related assets in Chinese mainland, China, Taiwan and Korea.
Chinese mainland delivery refers to the delivery of LG polarizing business and related assets to Chinese mainland and South Korea under the direction of Suzhou fir gold in the direction of LG.
Taiwan, China, the delivery of the company refers to the new Taiwan subsidiary of the LG or the new Taiwan subsidiary, which delivered the LCD polarizing business to LG Taiwan, China Taiwan.
Chinese mainland delivery day, February 1, 2021, Ningbo Shanshan Co.Ltd(600884) completed the delivery of related assets in Chinese mainland at 0 o'clock on February 1, 2021.
Suzhou Shanjin holding company refers to Shanjin photoelectric (Suzhou) Co., Ltd
Nanjing Shanjin and new Nanjing subsidiaries refer to Shanjin Optoelectronics (Nanjing) Co., Ltd. Guangzhou Shanjin, new Guangzhou subsidiaries refer to Shanjin Optoelectronics (Guangzhou) Co., Ltd. Zhangjiagang Shanjin, and new Zhangjiagang subsidiaries refer to Shanjin Optoelectronics Technology (Zhangjiagang) Co., Ltd
Framework agreement refers to the framework agreement signed between Ningbo Shanshan Co.Ltd(600884) and the counterparty on June 8, 2020
Supplementary agreement to framework agreement refers to the framework agreement Amendment Agreement signed between Ningbo Shanshan Co.Ltd(600884) and the counterparty on January 31, 2021
A series of subsidiary agreements signed between Ningbo Shanshan Co.Ltd(600884) and the counterparty in January 2021 include the accession subsidiary agreement, lgcnj business transfer agreement, long-term supply agreement, service agreement and so on
This report and implementation report refer to the implementation report of Ningbo Shanshan Co.Ltd(600884) major asset purchase
Restructuring report refers to the report on Ningbo Shanshan Co.Ltd(600884) major asset purchase (Draft)
Verification opinions refer to the verification opinions of independent financial consultant of Zhongtian Guofu Securities Co., Ltd. on the implementation of Ningbo Shanshan Co.Ltd(600884) major asset purchase
Legal opinion refers to the legal opinion of Shanghai Junyue law firm on the implementation of Ningbo Shanshan Co.Ltd(600884) major asset purchase
Independent financial consultant, Zhongtian Guofu refers to the securities of Zhongtian Guofu Securities Co., Ltd
Legal adviser and Grand Hyatt lawyer refer to Shanghai Grand Hyatt law firm
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Yinxin appraisal refers to Yinxin Asset Appraisal Co., Ltd
KPMG refers to KPMG consulting (Hong Kong) Limited
The valuation base date refers to March 31, 2020
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan unless otherwise specified
USD, USD 10000 and USD 100 million refer to USD, USD 10000 and USD 100 million unless otherwise specified
Any discrepancy between the total count and the sum of the listed values in any table of this report is caused by rounding.
Section I overview of this transaction
1、 Specific scheme and scheme adjustment of this transaction
(I) this transaction scheme
The major asset purchase plan is Ningbo Shanshan Co.Ltd(600884) , which has acquired 70% of its equity in the form of Suzhou Shan Jin capital increase. It has indirectly purchased the LG polarizing business and related assets of China's Chinese mainland, China Taiwan and South Korea through the Suzhou fir gold, and the 30% stake in Suzhou's Fir gold is 30% of the LG stake held by LG chemical.
The transaction is divided into Chinese mainland deliveries and Taiwan China deliveries. The Chinese mainland delivery was completed in February 1, 2021. The specific transactions are as follows: (1) Suzhou Shan Jin bought 100% stake in Beijing fir gold. (2) Nanjing Shanjin purchases the LCD polarizer business of Nanjing lejin; (3) Guangzhou Shanjin purchases the LCD polarizer business of Guangzhou lejin; (4) Zhangjiagang Shanjin purchased LCD polarizer assets held by LG Chemical; (5) Suzhou Shanjin purchased the intellectual property rights related to LCD polarizer held by LG Chemical. The way of delivery in China's Taiwan is LG chemical's acquisition of Taiwan's LCD polarizer business in Taiwan, China, and the acquisition of new Taiwan subsidiary by Suzhou Shan Jin.
(II) adjustment of the transaction plan
China China Taiwan China delivery deadline is the first anniversary of the Chinese mainland delivery day (February 1, 2022). As of February 1, 2022, the delivery of Taiwan, China, has yet to meet the agreed terms of delivery. Ningbo Shanshan Co.Ltd(600884) and LG chemistry signed a confirmation letter on February 1, 2022 to terminate the delivery of Taiwan, China. Based on the current situation of China's delivery in Taiwan and the negotiation of all parties involved in the negotiations, the two sides agreed to terminate the transaction of the LCD Polaroid business of Taiwan's LX gold under the framework agreement, the framework agreement supplementary agreement and the subsidiary agreement, and the transaction of other underlying assets will remain unchanged. 2、 Pricing and valuation of this transaction
This transaction is a market-oriented purchase. Under the comprehensive consideration of various factors such as resource scarcity and the market position of the underlying assets, the listed company and the counterparty negotiate on the basis of fairness and rationality, and form the benchmark purchase price and its adjustment method of this transaction. The benchmark purchase price of the underlying asset is US $1.1 billion, and the benchmark purchase price of this transaction is US $7.7
