Taihetai (Guangzhou) law firm
about
Foshan Electrical And Lighting Co.Ltd(000541) implementation of major asset purchase and related party transactions
Legal opinion
Address: 44th floor, Bank of Guangzhou building, No. 30, Zhujiang East Road, Tianhe District, Guangzhou
Tel: 020-38817801 Fax: 020-38814669 zip code: 510623 February 2002
Taihetai (Guangzhou) law firm
About Foshan Electrical And Lighting Co.Ltd(000541)
Implementation of major asset purchases and related party transactions
of
Legal opinion
To: Foshan Electrical And Lighting Co.Ltd(000541)
Taihetai (Guangzhou) law firm is entrusted by Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as " Foshan Electrical And Lighting Co.Ltd(000541) " or "listed company") to act as the special legal adviser for Foshan Electrical And Lighting Co.Ltd(000541) This major asset purchase and related party transactions, On October 27, 2021, the legal opinion of taihetai (Guangzhou) law firm on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transactions (hereinafter referred to as the "legal opinion") was issued, On December 5, 2021, it issued the supplementary legal opinion of taihetai (Guangzhou) law firm on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transactions (hereinafter referred to as the "supplementary legal opinion").
In accordance with the relevant provisions of the guidelines for the application of regulatory rules - listing class No. 1 (hereinafter referred to as the "guidelines") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on July 31, 2020, the exchange issues this legal opinion on the relevant matters involved in the guidelines.
With regard to the issuance of this legal opinion, our lawyer hereby makes the following statement:
1、 In accordance with the provisions of the measures for the administration of securities legal business of law firms, 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 issuance date of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, 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、 This legal opinion only expresses legal opinions on the facts that have occurred or exist before the issuance date and the legal issues related to this transaction, and does not express opinions on professional matters such as accounting, audit, asset evaluation and investment decision-making. The quotation of some data and conclusions in professional reports such as audit report, capital verification report and asset evaluation report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange is not qualified to verify and evaluate such data and conclusions.
3、 Our lawyers' understanding and judgment of the relevant facts involved in this legal opinion ultimately depends on the fact that the listed company has guaranteed the authenticity, completeness and accuracy of the documents, materials and statements and explanations provided to us and our lawyers, and there are no false records, misleading statements or major omissions; If the document is a copy or copy, its contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and the signing has been properly and effectively authorized. During the investigation, our lawyers have checked the originals of the documents that our lawyers believe are essential for issuing this legal opinion. Our lawyers rely on the supporting documents issued by relevant government departments, listed companies or other units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence.
4、 This legal opinion is only for the use of the listed company for the purpose of this transaction, and shall not be used for any other purpose without the consent of the exchange.
5、 The exchange agrees to take this legal opinion as a necessary legal document for the exchange of listed companies, report it together with other materials, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
6、 Unless otherwise specified in the context, the abbreviations used in this legal opinion have the same meaning as those in the legal opinion.
Accordingly, in accordance with the relevant laws, regulations, rules and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange and its handling lawyers issue the following legal opinions:
1、 Overview of the overall scheme of this transaction
According to the resolution of the 24th Meeting of the ninth board of directors of Foshan Electrical And Lighting Co.Ltd(000541) , the resolution of the third extraordinary general meeting of shareholders in 2021, the report on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transactions (Draft) (hereinafter referred to as "restructuring report"), the share transfer agreement, the equity transfer agreement (collectively referred to as "transaction documents") and other relevant documents of this transaction, The transaction plan of this major asset restructuring is Foshan Electrical And Lighting Co.Ltd(000541) to purchase 100% equity of sigma held by electronic group (sigma holds Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares) and Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares with unlimited sales conditions jointly held by Guangsheng group and Guangsheng financial holding.
Before the reorganization, Foshan Electrical And Lighting Co.Ltd(000541) held Foshan Nationstar Optoelectronics Co.Ltd(002449) 1014900 shares, accounting for 0.16% of the total share capital of Foshan Nationstar Optoelectronics Co.Ltd(002449) . After the completion of this reorganization, Foshan Electrical And Lighting Co.Ltd(000541) and its wholly-owned subsidiaries will hold Foshan Nationstar Optoelectronics Co.Ltd(002449) 132819895 shares in total, accounting for 21.48% of the total share capital of Foshan Nationstar Optoelectronics Co.Ltd(002449) , and Foshan Electrical And Lighting Co.Ltd(000541) will become the controlling shareholder of Foshan Nationstar Optoelectronics Co.Ltd(002449) . This transaction constitutes a major asset restructuring of the listed company.
2、 Decision making and approval procedures for this transaction
(I) procedures performed by listed companies
On September 28, 2021, Foshan Electrical And Lighting Co.Ltd(000541) convened the board of directors and the board of supervisors, deliberated and approved the < Foshan Electrical And Lighting Co.Ltd(000541) plan for major asset purchase and related party transactions and its summary and other proposals related to this transaction.
On October 27, 2021, Foshan Electrical And Lighting Co.Ltd(000541) convened the board of directors and the board of supervisors, deliberated and approved the and its abstract and other proposals related to this transaction.
On December 31, 2021, Foshan Electrical And Lighting Co.Ltd(000541) held an extraordinary general meeting of shareholders, deliberated and adopted the report on major asset purchase and related party transactions (Draft) and its summary and other proposals related to this transaction.
(II) procedures performed by the counterparty
On September 28, 2021, Guangsheng group, electronic group and Guangsheng financial holding held their respective board meetings to consider and approve the sale of Foshan Nationstar Optoelectronics Co.Ltd(002449) shares and sigma equity to Foshan Electrical And Lighting Co.Ltd(000541) .
On December 9, 2021, the electronic group's non-public agreement to transfer 100% equity of sigma and other related matters have been approved by Guangsheng group.
On December 23, 2021, the appraisal result of the total equity value of sigma shareholders, one of the subject assets of this transaction, has been filed by Guangsheng group.
(III) other procedures
On November 17, 2021, Foshan Electrical And Lighting Co.Ltd(000541) submitted the application for business concentration declaration of this transaction to the antitrust bureau of the State Administration of market supervision. The antitrust bureau of the State Administration of market supervision believes that although the controlling shareholder of Foshan Nationstar Optoelectronics Co.Ltd(002449) will change after this transaction, the actual controller is still Guangsheng group, If it does not belong to the concentration of business operators specified in Article 20 of the anti monopoly law, there is no need to report, and Foshan Electrical And Lighting Co.Ltd(000541) has voluntarily withdrawn its application.
In conclusion, our lawyers believe that the relevant parties to this transaction have fulfilled the necessary approval, authorization or filing procedures of this transaction in accordance with relevant laws and regulations, and have met the legal conditions for implementation.
3、 Implementation of this transaction
(I) payment of transaction price
1. Consideration payment arrangement for electronic group
According to the equity transfer agreement and supplementary agreement to equity transfer agreement signed between Foshan Electrical And Lighting Co.Ltd(000541) and electronic group, the consideration payment arrangement of Foshan Electrical And Lighting Co.Ltd(000541) to electronic group is as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of this equity transfer to the electronic group within 5 working days from the date of signing the equity transfer agreement with the electronic group, that is, RMB 275.3941 million as the security deposit for this transaction;
(2) Within 5 working days from the date when all the "prerequisites" of the above equity transfer agreement are met (i.e. the date of entry into force of the agreement), the remaining 70% of the equity transfer amount shall be paid to the bank account designated by the electronic group, i.e. RMB 642586200. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit is automatically converted into the payable equity transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above equity transfer agreement at the latest.
As of the date of issuance of this legal opinion, Foshan Electrical And Lighting Co.Ltd(000541) has paid the total consideration of 917.9802 million yuan to the electronic group.
2. Consideration payment arrangement for Guangsheng group
According to the provisions of the share transfer agreement and the supplementary agreement to the share transfer agreement signed between Foshan Electrical And Lighting Co.Ltd(000541) and Guangsheng group, the consideration payment arrangement of Foshan Electrical And Lighting Co.Ltd(000541) to Guangsheng group is as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of the share transfer to Guangsheng group within 5 working days from the date of signing the share transfer agreement with Guangsheng group, that is, RMB 159735900 to the bank account designated by Guangsheng group as the security deposit for the transaction.
(2) Within 5 working days from the date when all the "prerequisites" of the above share transfer agreement are met (i.e. the date of entry into force of the agreement) Foshan Electrical And Lighting Co.Ltd(000541) shall pay the remaining 70% of the total share transfer price to the bank account designated by Guangsheng group, i.e. Foshan Electrical And Lighting Co.Ltd(000541) shall pay RMB 372717000 to Guangsheng group this time. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit will automatically convert the paid share transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above share transfer agreement at the latest.
As of the date of issuance of this legal opinion, Foshan Electrical And Lighting Co.Ltd(000541) has paid all the consideration to Guangsheng group, totaling 532452800 yuan.
3. Consideration payment arrangement for Guangsheng financial holding
According to the provisions of the share transfer agreement and the supplementary agreement to the share transfer agreement signed by Foshan Electrical And Lighting Co.Ltd(000541) and Guangsheng financial holding, the consideration payment arrangement of Foshan Electrical And Lighting Co.Ltd(000541) to Guangsheng financial holding is as follows:
(1) Foshan Electrical And Lighting Co.Ltd(000541) shall pay 30% of the total price of the share transfer to Guangsheng financial holding within 5 working days from the date of signing the share transfer agreement with Guangsheng financial holding, that is, RMB 1999.95 million to the bank account designated by Guangsheng financial holding as the deposit for this transaction.
(2) Within 5 working days from the date when all the "prerequisites" of the above share transfer agreement are met (i.e. the date of entry into force of the agreement) Foshan Electrical And Lighting Co.Ltd(000541) shall pay the remaining 70% of the total share transfer price to the bank account designated by Guangsheng financial holding, i.e. Foshan Electrical And Lighting Co.Ltd(000541) shall pay RMB 46.6655 million to Guangsheng financial holding this time. Foshan Electrical And Lighting Co.Ltd(000541) the paid deposit will automatically convert the paid share transfer price. If it is difficult for Foshan Electrical And Lighting Co.Ltd(000541) to complete the payment within the above payment period due to objective reasons, it can be appropriately extended by consensus of both parties, but the payment shall be completed within 30 days from the effective date of the above-mentioned share agreement at the latest.
As of the date of issuance of this legal opinion, Foshan Electrical And Lighting Co.Ltd(000541) has paid all the consideration to Guangsheng financial holding, totaling 66.665 million yuan.
(II) transfer of subject assets
On January 28, 2022, Foshan Market Supervision Administration issued the business license after the change of sigma shareholders and changed the industrial and commercial archives. 100% of Sigma's equity has been transferred and registered under the name of Foshan Electrical And Lighting Co.Ltd(000541) , and the delivery of 100% of Sigma's equity has been completed.
On February 24, 2022, zhongdeng company issued the confirmation of securities transfer registration. The Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares held by Guangsheng group and Guangsheng financial holding have been transferred and registered under the name of Foshan Electrical And Lighting Co.Ltd(000541) , and the delivery of Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 shares has been completed.
As of the date of issuance of this legal opinion, the transfer of relevant underlying assets has been completed, and Foshan Electrical And Lighting Co.Ltd(000541) and its wholly-owned subsidiaries hold Foshan Nationstar Optoelectronics Co.Ltd(002449) 132819895 shares, accounting for 21.48% of the total share capital of Foshan Nationstar Optoelectronics Co.Ltd(002449) , and Foshan Electrical And Lighting Co.Ltd(000541) has become the controlling shareholder of Foshan Nationstar Optoelectronics Co.Ltd(002449) .
(III) treatment of creditor's rights and debts of the underlying assets
The transaction plan of this major asset restructuring is Foshan Electrical And Lighting Co.Ltd(000541) to purchase 100% equity of sigma held by electronic group (sigma holds Foshan Nationstar Optoelectronics Co.Ltd(002449) 79753050 shares) and Foshan Nationstar Optoelectronics Co.Ltd(002449) 52051945 tradable shares with unlimited sales conditions jointly held by Guangsheng group and Guangsheng financial holding. After the completion of this transaction, the creditor's rights and debts originally enjoyed and assumed by the target company will continue to be enjoyed and assumed by the target company. This transaction does not involve the transfer of creditor's rights and debts of the target company, and the treatment of creditor's rights and debts complies with the provisions of relevant laws and regulations.
4、 Is there any difference between the implementation of this transaction and the previous information disclosure
According to the explanation provided by Foshan Electrical And Lighting Co.Ltd(000541) and the announcement of the company inquired by our lawyers, as of the date of issuance of this legal opinion, Foshan Electrical And Lighting Co.Ltd(000541) has fulfilled the necessary information disclosure obligations on this transaction, and there is no significant difference between the actual situation and the information disclosed in the previously disclosed reorganization report and other information disclosure documents. 5、 Changes of directors, supervisors and senior managers and adjustments of other relevant personnel
On August 25, 2021, Foshan Electrical And Lighting Co.Ltd(000541) held the 16th meeting of the ninth board of directors, considered and passed the proposal on nominating Li Xiyuan and Zhang Renshou as candidates for independent directors of the company, and agreed to nominate Mr. Li Xiyuan and Zhang Renshou as public directors
