Notice of Shanghai Junyue law firm on the implementation of Ningbo Shanshan Co.Ltd(600884) major asset purchase
Legal opinion
February 2022
catalogue
1、 Overview of this transaction plan 4 II. Approval and authorization of this transaction 5 III. implementation of this transaction 8 IV. is there any difference between the relevant actual situation and the previously disclosed information 11 v. Ningbo Shanshan Co.Ltd(600884) replacement of directors, supervisors and senior managers and adjustment of other relevant personnel 11 VI. capital occupation and external guarantee 12 VII. Performance of agreements and commitments related to this transaction VIII. Follow up matters of this transaction 13 IX. concluding observations fourteen
Shanghai Junyue law firm
About Ningbo Shanshan Co.Ltd(600884)
Legal opinion on the implementation of major asset purchase
To: Ningbo Shanshan Co.Ltd(600884)
Shanghai Hyatt law firm (hereinafter referred to as "Hyatt") has been entrusted by Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as " Ningbo Shanshan Co.Ltd(600884) " or "company") as the Ningbo Shanshan Co.Ltd(600884) purchase of LG CHEM, LTD. (hereinafter referred to as LG Chemistry), and is in Chinese mainland. Special legal advisers for LCD polarizing business and related assets in China and Taiwan (hereinafter referred to as "this transaction" or "this reorganization"). According to the fourth meeting of the 10th board of directors held by Ningbo Shanshan Co.Ltd(600884) on September 14, 2020, the proposal related to this transaction deliberated and approved by the second extraordinary general meeting of shareholders held in 2020 on September 30, 2020, and the report on the purchase of Ningbo Shanshan Co.Ltd(600884) major assets (hereinafter referred to as the reorganization report) deliberated and approved by the second extraordinary general meeting of shareholders in 2020 Chinese mainland China's delivery (covering the business and assets of the trading partners in mainland China and South Korea) and the delivery of Chinese mainland Taiwan (covering the business and assets of the counterparty in Taiwan, China) are divided into two deliveries, namely, Ningbo Shanshan Co.Ltd(600884) and the framework agreement and the other related documents signed by the counterparty and the transaction target in June 8, 2020. China's Taiwan delivery is based on Chinese mainland delivery. Junyue hereby issues this legal opinion on the implementation of this transaction.
For this transaction, Grand Hyatt has issued the legal opinion of Shanghai Grand Hyatt law firm on the purchase of Ningbo Shanshan Co.Ltd(600884) major assets (hereinafter referred to as the legal opinion) on September 14, 2020. Unless otherwise defined or explained in this legal opinion, the premises, assumptions and definitions of relevant terms of Hyatt's legal opinion in this legal opinion are also applicable to this legal opinion.
In order to issue this legal opinion, Grand Hyatt and Grand Hyatt lawyers consulted the documents that must be consulted for the issuance of this legal opinion, including the approval documents, relevant records, materials and instructions of relevant government departments provided by relevant parties, in accordance with the provisions of current laws and regulations of China and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, And made necessary inquiries and discussions with relevant parties on matters related to this transaction. In order to issue this legal opinion, Grand Hyatt hereby makes the following statement:
1、 Grand Hyatt has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 Grand Hyatt agrees that Ningbo Shanshan Co.Ltd(600884) shall quote relevant contents of this legal opinion on its own in the legal documents prepared for this exchange or in accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, but Ningbo Shanshan Co.Ltd(600884) shall not cause legal ambiguity or misinterpretation due to quotation.
3、 Ningbo Shanshan Co.Ltd(600884) and related parties have assured Junyue that they have provided Junyue with the original written materials, copies, copies, written instructions or oral testimony necessary for the issuance of this legal opinion, and the documents and materials provided are true, accurate, complete and effective, without false records, misleading statements or major omissions, The relevant copies or copies shall be consistent with the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, Grand Hyatt lawyer relies on the supporting documents and written statements issued by relevant government departments, relevant parties to this transaction and other relevant units to express legal opinions.
4、 Grand Hyatt only expresses opinions on Chinese legal issues related to this transaction, but does not express opinions on professional matters such as accounting, audit and asset valuation and legal matters outside China. The contents of this legal opinion involving some data, opinions and conclusions in relevant accounting reports, audit reports, asset evaluation reports and overseas legal opinions are quoted in strict accordance with the professional documents issued by relevant intermediaries, which does not mean that Hyatt makes any express or implied guarantee for the authenticity and accuracy of these data, opinions and conclusions.
5、 This legal opinion is only for Ningbo Shanshan Co.Ltd(600884) the purpose of this transaction. No unit or individual may use this legal opinion for any other purpose without the written consent of Hyatt.
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the reorganization management measures and the No. 26 standard, Grand Hyatt issued the following legal opinions in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry:
According to the proposals related to this transaction, restructuring report, framework agreement and other relevant documents deliberated and adopted at the fourth meeting of the tenth board of directors and the second extraordinary general meeting of shareholders in 2020, Ningbo Shanshan Co.Ltd(600884) intends to acquire 70% stake in Holding Company by way of capital increase in Holding Company (a new company established by LG chemical in China, for holding integrated trading targets) and indirectly purchases LG LCD's polarizing business and related assets 70% in China, Chinese mainland and Taiwan through Holding Company. The main contents of this transaction plan are as follows:
(I) counterparty
The counterparties of this reorganization are LG Chemical and its subsidiaries China lejin investment, Nanjing lejin, Guangzhou lejin and Taiwan lejin.
(II) subject matter of transaction
The restructured transactions are targeted at LG polarizing business and related assets of China's Chinese mainland, China's Taiwan and South Korea, including: (1) Beijing's 1 equity interest in gold; LCD (2) Nanjing lejin
LCD polarizer business; (3) Guangzhou lejin LCD polarizer business; (4) Taiwan LG LCD polarizer business; (5) LCD polarizer assets directly held by LG Chemical; (6) Intellectual property rights related to LCD polarizer directly held by LG Chemical.
(III) transaction mode
LG Chemical will set up a holding company in China in the form of cash contribution. The holding company acquires 100% equity of Beijing lejin held by LG Chemical and China lejin investment, and establishes a new Nanjing subsidiary, a new Guangzhou Subsidiary and a new Zhangjiagang subsidiary to undertake Nanjing lejin LCD polarizer business, Guangzhou lejin LCD polarizer business and LCD polarizer assets directly held by LG Chemical, And through the transfer of the equity of the new Taiwan subsidiary established by LG Chemical to undertake the LCD polarizer business of lejin in Taiwan. The intellectual property rights related to LCD polarizer directly held by LG Chemical will be undertaken by the holding company. Ningbo Shanshan Co.Ltd(600884) obtained 70% of the equity of the holding company by capital increase, and LG Chemical held the remaining 30%.
1 according to the query results of the national enterprise credit information publicity system, the name of Beijing lejin company has been changed from "lejin chemical display material (Beijing) Co., Ltd." to "Shanjin photoelectric (Beijing) Co., Ltd." on February 3, 2021.
After the completion of this transaction, Ningbo Shanshan Co.Ltd(600884) will continue to purchase the remaining 30% equity of the holding company in stages in the next three years, so as to achieve 100% control of the holding company.
(IV) pricing principle and transaction price
This transaction is a market-oriented acquisition. Considering the scarcity of resources, the market position of the underlying assets and other factors, Ningbo Shanshan Co.Ltd(600884) negotiated with the counterparty on the basis of fairness and reasonableness, and formed the benchmark purchase price and adjustment method of this transaction.
In this transaction, Ningbo Shanshan Co.Ltd(600884) obtained 70% of the equity of the holding company by increasing the capital of the holding company, and indirectly purchased 70% of the equity of the underlying assets through the holding company. The benchmark purchase price of the underlying asset is US $1.1 billion, and the benchmark purchase price of this transaction is US $770 million. The final purchase price is adjusted and determined based on the benchmark purchase price of the transaction object and factors such as normalized working capital, delivery working capital, delivery net cash, deduction of employee severance compensation, etc. The capital increase price of each US dollar registered capital in this transaction is US $1, which is not based on the asset evaluation results.
(V) settlement arrangement
This transaction is divided into two deliveries, Chinese mainland delivery (Chinese mainland transaction and assets including China Beijing, LCD, Nanjing Polaroid, Guangzhou Polaroid, LCD polarizer, LCD polarizer assets held by LG chemistry and LCD polarizer held by LG Chemistry) and Taiwan, China, respectively. (covering the business and assets of the counterparty located in Taiwan, China, which is the LCD Polaroid business of Taiwan). China's Taiwan delivery is based on Chinese mainland delivery.
In conclusion, lawyer Junyue believes that this transaction plan complies with the provisions of the company law, securities law, reorganization management measures and other relevant laws, regulations and normative documents.
2、 Approval and authorization of this transaction
(I) Ningbo Shanshan Co.Ltd(600884) approval and authorization of this transaction
1. On June 9, 2020, Ningbo Shanshan Co.Ltd(600884) held the second meeting of the 10th board of directors, deliberated and adopted the proposal on the company's major asset restructuring plan, the proposal on the plan and summary of this major asset restructuring, the proposal on agreeing the company to sign the agreement related to this major asset restructuring Proposals related to this transaction, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to this major asset restructuring. Ningbo Shanshan Co.Ltd(600884) independent directors expressed their independent opinions.
2. On September 14, 2020, Ningbo Shanshan Co.Ltd(600884) held the fourth meeting of the 10th board of directors, deliberated and adopted the proposal on the company's major asset restructuring plan, the proposal on the report (Draft) and its summary of the major asset restructuring, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the major asset restructuring The proposal on Approving the audit report, review report, valuation report and other reports related to this transaction. Ningbo Shanshan Co.Ltd(600884) independent directors expressed their independent opinions.
3. On September 30, 2020, Ningbo Shanshan Co.Ltd(600884) held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company's major asset restructuring plan, the proposal on the report (Draft) and summary of the major asset restructuring Proposals related to this transaction, such as the proposal on the general meeting of shareholders authorizing the board of directors to handle matters related to this major asset restructuring.
4. On January 31, 2021, Ningbo Shanshan Co.Ltd(600884) held the 9th meeting of the 10th board of directors, deliberated and adopted the proposal on agreeing to the supplementary agreement and subsidiary agreement related to this major asset restructuring.
5. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this major asset reorganization with full power, which was deliberated and adopted at the fourth meeting of the tenth board of directors, and the proposal on Authorizing the board of directors to handle matters related to this major asset reorganization, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2020, Ningbo Shanshan Co.Ltd(600884) the general meeting of shareholders authorizes the board of directors to handle all matters related to this major asset restructuring within the scope permitted by relevant laws and regulations and resolutions of the general meeting of shareholders, including but not limited to:
(1) Formulate, modify and implement the specific plan of this major asset reorganization in accordance with the provisions of relevant laws, regulations, normative documents and the resolutions of the general meeting of shareholders, and be responsible for handling and deciding the specific matters of this major asset reorganization in accordance with the approval of the general meeting of shareholders and the approval of the competent government departments and competent regulatory authorities Matters related to the termination of this major asset restructuring;
(2) Decide and hire independent financial consultants, law firms, accounting firms, evaluation and other intermediaries, and sign employment agreements or entrustment agreements and other relevant service agreements with relevant intermediaries;
(3) Approve and sign relevant audit reports and evaluation reports, modify, supplement, sign, submit, report and implement all agreements and documents related to this major asset restructuring;
(4) Go through the necessary formalities such as the examination and approval of relevant departments and the registration of industrial and commercial changes involved in this major asset reorganization;
(5) Make corresponding adjustments to the major asset restructuring plan and relevant documents according to the provisions and requirements of the securities regulatory department;
(6) Organize the company and intermediary institutions to jointly prepare relevant materials for this major asset restructuring;
(7) Handle other matters related to this major asset restructuring within the scope permitted by relevant laws, regulations, normative documents and the articles of association.
The authorization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. If the completion time of this major asset reorganization exceeds 12 months from the date of deliberation and approval by the general meeting of shareholders, this authorization shall be automatically extended to the date of completion of this major asset reorganization.
(II) approval and authorization of the counterparty on this transaction
On June 15, 2020, the decision-making bodies of LG Chemical and other counterparties made a decision to agree to this transaction.
(III) approval and authorization of the target company on this transaction
On June 15, 2020, the shareholders of lgcbj, LG Chemical and lgcci, made a resolution to agree to this transaction.
(IV) approval and authorization of relevant government departments
