Beijing deheheng law firm about Hisense Group Holding Co., Ltd
Legal opinion on exemption from offer
Dehehhengzhenglv opinion (2022) No. 072
Beijing deheheng law firm
About Hisense Group Holding Co., Ltd
Legal opinion on exemption from offer
Dehe Hengzheng Lvzhi (2022) No. 072 to: Hisense Group Holding Co., Ltd
Entrusted by Hisense Group Holding Co., Ltd. (hereinafter referred to as "Hisense holding" or "purchaser"), the exchange acted as its special legal adviser to repurchase and cancel some restricted shares of Hisense Visual Technology Co.Ltd(600060) (hereinafter referred to as " Hisense Visual Technology Co.Ltd(600060) " or "listed company"), This legal opinion is issued for the exemption of Hisense holdings from issuing an offer, which leads to the passive proportion of shares of listed companies held by the acquirer exceeding 30% (hereinafter referred to as "this acquisition").
The lawyers of this firm express this legal opinion in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion and the relevant provisions of Chinese laws, regulations, departmental rules and other normative documents, and the lawyers' judgment on the legality and effectiveness of a matter is based on the laws and regulations applicable at the time of the occurrence of the matter, At the same time, the approval and confirmation given by relevant government departments have also been fully considered. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on professional reports, instructions or other documents issued by relevant government departments, Hisense holdings, accounting firms and asset appraisal institutions.
This legal opinion does not express opinions on professional matters and reports such as accounting and capital verification. The quotation of some data and conclusions in the capital verification report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. We and our lawyers are not qualified to verify and evaluate the contents of such data and reports.
Our lawyers have obtained the following guarantee from Hisense holdings, that is, they have provided our lawyers with the original written materials, copies or oral testimony necessary for issuing this legal opinion, which are true and complete, without concealment, falsehood or misleading. If the materials provided are copies or copies, they shall be consistent with the original or the original.
In accordance with the provisions of the measures for the administration of law firms engaging in securities legal business and other provisions and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only used for the purpose of the legal documents necessary for the purchaser to avoid making an offer for this acquisition, and shall not be used for any other purpose. The lawyer agrees to disclose the information to the public together with the legal opinion and bear the corresponding legal responsibility for the acquisition.
Based on our understanding of the facts and the current laws, regulations and normative documents in China, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
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1、 Subject qualification of purchaser
According to the business license and articles of association provided by Hisense holdings and registered in the national enterprise credit information publicity system through the lawyer of the office（ http://www.gsxt.gov.cn. ）According to the inquiry, the basic information of Hisense holdings is as follows:
Main contents
Company name: Hisense Group Holding Co., Ltd
Unified social credit code 91370200727805440h
Legal representative: Zhou Houjian
Registered capital: 386039398400
Business term may 1, 2001 to long term
Address: No. 218 qianwangang Road, Qingdao Economic and Technological Development Zone
Licensed items: technology import and export; Import and export of goods; Real estate development and operation; Medical services; Food and Beverages. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: investment activities with self owned funds; Asset management services invested by self owned funds; Research and development of household appliances; Manufacturing of household appliances; Sales of household appliances; Household appliances installation services; Repair of household appliances; Manufacturing of refrigeration and air conditioning equipment; Business scope: Sales of cooling and air conditioning equipment; Manufacturing of communication equipment; Sales of communication equipment; Network equipment manufacturing; Network equipment sales; Application system integration services in artificial intelligence industry; Information system integration service; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Research and development of auto parts; Manufacturing of auto parts and accessories; Manufacturing of intelligent on-board equipment; Sales of intelligent vehicle mounted equipment; Internet of things equipment manufacturing; Internet of things equipment sales; Software development; Education consulting services (excluding education and training activities involving license approval); Conference and exhibition services; Leisure and sightseeing activities; estate management; Non residential real estate leasing; Housing lease; Mechanical equipment leasing; Car Rental; Catering management; Parking service.
After the lawyers of the firm logged into the national enterprise credit information publicity system, the registration status of Hisense holdings is "business (practice) enterprise". After verification, Hisense holdings does not need to be terminated in accordance with Chinese laws and regulations or its articles of association.
According to the written statement issued by Hisense holdings, as of the date of issuance of this legal opinion, Hisense holdings is not prohibited from acquiring a listed company as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies:
1. The acquirer has a large amount of debt, which is not paid off when due and is in a continuous state;
2. The purchaser has committed or is suspected of having committed major illegal acts in the last three years;
3. The acquirer has committed serious dishonesty in the securities market in the past three years;
4. If the purchaser is a natural person, there are circumstances stipulated in Article 146 of the company law;
5. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
In conclusion, our lawyers believe that the acquirer exists effectively, there is no situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the administrative measures for the acquisition of listed companies, and is qualified to be exempted from acquiring shares of a listed company by offer.
2、 This acquisition belongs to the situation of exemption from issuing an offer stipulated in the measures for the administration of listed acquisitions
(I) authorization and approval procedures performed
On December 24, 2021, the listed company held the 9th meeting of the 9th board of directors and the 8th meeting of the 9th board of supervisors, deliberated and passed the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. In view of the resignation of one incentive object in the 2021 restricted stock incentive plan of the listed company, The two incentive objects have failed to meet the incentive conditions due to job adjustment, and agree that the listed company will repurchase and cancel all the 220000 restricted shares held by the above-mentioned persons that have been granted but have not been lifted in accordance with the relevant provisions of the incentive plan (hereinafter referred to as "repurchase cancellation"). After the completion of repurchase and cancellation, the total share capital of the listed company will be reduced from 1308481222 shares to 1308261222 shares. The independent directors of the listed company also expressed their independent opinions. The repurchase cancellation has been authorized by the board of directors at the second extraordinary general meeting of the company in 2021 and does not need to be submitted to the general meeting of shareholders for deliberation.
As the above repurchase and cancellation of some restricted shares will lead to the reduction of the registered capital of the listed company, according to the relevant provisions of the company law and other laws and regulations and the articles of association, the listed company issued the announcement on notifying creditors of repurchase and cancellation of some restricted shares on the website of Shanghai Stock Exchange on December 25, 2021 (Announcement No.: p.2021-059), Notify creditors to declare their creditor's rights to the listed company within 45 days from the date of disclosure of the above announcement, and may require the company to pay off its debts or provide corresponding guarantee according to legal and valid creditor's rights documents and vouchers. According to the statement issued by the listed company, as of the expiration of the announcement period, the listed company has not received any request from creditors to pay off debts or provide corresponding guarantee.
(II) legal procedures to be performed
All parties involved in this acquisition shall perform the corresponding information disclosure obligations in accordance with the provisions of the securities law, the measures for the administration of the acquisition of listed companies and other relevant laws, regulations and normative documents.
In conclusion, our lawyers believe that the acquisition has fulfilled the necessary approval and authorization procedures at this stage.
3、 This acquisition belongs to the situation that the offer is exempted according to the administrative measures for the acquisition of listed companies
According to item (II) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies: "investors who have more than 30% of the issued shares of the company due to the reduction of share capital due to the repurchase of shares by a listed company from specific shareholders at the determined price approved by the general meeting of shareholders, may be exempted from making an offer."
According to the announcement of Hisense Visual Technology Co.Ltd(600060) on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (Announcement No.: pro 2021-057) and the report of the third quarter of Hisense Visual Technology Co.Ltd(600060) 2021, the number of restricted shares repurchased and cancelled this time is 220000, and the corresponding repurchase price is 8.295 yuan / share. After the completion of repurchase and cancellation, the total number of shares of the listed company decreased from 1308481222 to 1308261222. The number of shares of the listed company held by the acquirer remained unchanged, and the shareholding ratio rose passively from 29.9971% to 30.0021%, exceeding 30% of the issued shares of the listed company, It belongs to the situation of exemption from issuing an offer stipulated in Item (II) of paragraph 1 of Article 63 of the measures for the administration of the acquisition of listed companies.
In conclusion, our lawyers believe that this acquisition belongs to the situation of exemption from making an offer stipulated in Item (II) of paragraph 1, Article 63 of the administrative measures for the acquisition of listed companies, and the acquirer can be exempted from making an offer.
4、 Are there or may be legal obstacles to this acquisition
According to the relevant materials provided by the acquirer and verified by our law firm, as of the date of issuance of this legal opinion, there are no substantive legal obstacles to the implementation of this acquisition.
5、 Has the acquirer fulfilled the obligation of information disclosure in accordance with the measures for the administration of the acquisition of listed companies
The acquirer has disclosed the acquisition report through the listed company in accordance with the relevant requirements of the measures for the administration of the acquisition of listed companies, and declared that this acquisition is due to the repurchase and cancellation by the listed company of the restricted shares granted to some incentive objects in its 2021 restricted stock incentive plan, but the restricted shares have not been lifted, As a result, the proportion of the shares held by the acquirer in the total issued shares of the listed company passively increased to more than 30%.
The acquirer shall also perform the follow-up information disclosure obligations in accordance with the administrative measures for the acquisition of listed companies and other provisions and the requirements of the CSRC and Shanghai Stock Exchange.
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the acquirer has fulfilled the information disclosure obligations that should be performed at this stage in accordance with the provisions of relevant laws, regulations and normative documents, and still needs to perform the subsequent information disclosure obligations according to the progress of this acquisition.
6、 Whether the acquirer has any securities violations in the process of this acquisition
According to the acquisition report and the instructions issued by the acquirer, Hisense holdings did not buy or sell the shares of listed companies within 6 months before the announcement date of Hisense Visual Technology Co.Ltd(600060) acquisition report (i.e. February 22, 2022). The directors, supervisors, senior managers and their immediate relatives of Hisense holdings bought and sold the shares of listed companies are as follows:
Position / status number of shares change date buy (shares) sell (shares)
Directors, supervisors and senior executives 1 2021.11.10 - 134500
Directors, supervisors and senior managers 1 2021.11.08-2021.11.15 500
Immediate family members of
In view of the above-mentioned behavior of buying and selling the shares of listed companies, the acquirer issued a statement and confirmed that the behavior of relevant personnel holding and trading the shares of listed companies is an investment behavior based on independent judgment of the market. When the trading behavior of the shares of listed companies held by them occurred, they had not mastered the insider information about this acquisition, and there was no trading with insider information, There are no securities violations in the process of this acquisition.
Based on the above, our lawyers believe that the acquirer will not violate the securities law and other relevant securities laws and regulations in this acquisition.
7、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the acquirer has effectively existed, there is no situation that it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies, and is qualified to be exempted from acquiring shares of a listed company by offer; The acquisition has fulfilled the necessary approval and authorization procedures at this stage; This acquisition belongs to Article 63 of the measures for the administration of the acquisition of listed companies
