Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
Major asset restructuring
Legal opinion
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website: http://www.gffirm.com. |Email: [email protected]. |Postal Code: 200120 office address: 26th floor, Taikang Insurance Building, No. 429, Nanquan North Road, Pudong New Area, Shanghai
catalogue
Part I Introduction three
1、 The meaning of abbreviation in this legal opinion three
2、 Attorney's statement 6 the second part of the text six
1、 About this transaction plan six
2、 About the subject qualification of the parties to this transaction fourteen
3、 Approval and authorization of this transaction fifteen
4、 About the relevant agreements involved in this transaction seventeen
5、 About the substantive conditions of this transaction eighteen
6、 About the underlying assets of this transaction twenty-three
7、 Related party transactions and horizontal competition involved in this transaction seventy-six
8、 About the handling of creditor's rights and debts and employee placement involved in this transaction eighty
9、 With regard to the disclosure and reporting obligations involved in this transaction eighty
10、 About the intermediary of this transaction and its qualification eighty-one
11、 About the trading of shares of listed companies by relevant parties in this transaction eighty-three
12、 Concluding observations eighty-three
Shanghai Guangfa law firm
About Shanghai Sk Automation Technology Co.Ltd(688155)
Legal opinions on major asset restructuring
To: Shanghai Sk Automation Technology Co.Ltd(688155)
Shanghai Guangfa law firm (hereinafter referred to as "the firm") has accepted the entrustment of Shanghai Sk Automation Technology Co.Ltd(688155) as its special legal adviser on this major asset restructuring, According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the review rules of Shanghai Stock Exchange on the major asset restructuring of listed companies on the science and innovation board, the special provisions on the major asset restructuring of listed companies on the science and innovation board, and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) This legal opinion is issued in accordance with the relevant provisions of relevant laws, regulations and normative documents, such as the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022), the review rules for major asset restructuring of companies listed on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I Introduction
1、 Meaning of abbreviation in this legal opinion
1. CSRC: refers to the China Securities Regulatory Commission;
2. Shanghai Stock Exchange: refers to Shanghai Stock Exchange;
3. Shanghai Sk Automation Technology Co.Ltd(688155) , listed company and company: refers to Shanghai Sk Automation Technology Co.Ltd(688155) , stock code Shanghai Sk Automation Technology Co.Ltd(688155) ;
4. Ningde Dongheng and target company: refers to Ningde Dongheng Machinery Co., Ltd., the target company of this transaction;
5. Ningde Kelly: refers to Ningde Kelly Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Dongheng; 6. Ningde Hengdong: refers to Ningde Hengdong Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Dongheng; 7. Ningde Baocheng: refers to Ningde Baocheng Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Dongheng; 8. Ningde Hyde: refers to Ningde Hyde Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Dongheng; 9. Liyang Dongheng: refers to Liyang Dongheng Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Dongheng; 10. Shanghai Kelly: refers to Kelly new energy technology (Shanghai) Co., Ltd., a wholly-owned subsidiary of Ningde Kelly;
11. Yibin Kelly: refers to Yibin Kelly Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Kelly;
12. Liyang Kelly: refers to Liyang Kelly Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Kelly;
13. Liyang Hengdong: refers to Liyang Hengdong Energy Technology Co., Ltd., a wholly-owned subsidiary of Ningde Hengdong;
14. Fujian Baocheng: refers to Fujian Baocheng Precision Machinery Co., Ltd., a joint-stock company of Ningde Kelly;
15. Counterparty: refers to Shi Zenghui, Lin Chenbin and Lin Liju;
16. Underlying assets: refers to the 51% equity of Ningde Dongheng held by the counterparties Shanghai Sk Automation Technology Co.Ltd(688155) intends to purchase in cash;
17. This transaction and this major asset reorganization: refers to the transaction that Shanghai Sk Automation Technology Co.Ltd(688155) purchases 51% of the equity of the target company held by the counterparty in total by paying cash;
18. Equity acquisition agreement: refers to the equity acquisition agreement between Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui, Lin Chenbin and Lin Liju on Ningde Dongheng Machinery Co., Ltd;
19. Performance compensation agreement: refers to the performance compensation agreement between Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui on Ningde Dongheng Machinery Co., Ltd;
20. Performance commitment party and compensation obligor: refers to Shi Zenghui;
21. Independent financial advisor, Dongxing Securities Corporation Limited(601198) : refers to Dongxing Securities Corporation Limited(601198) ;
22. Audit institution and Shanghui accountant: refers to Shanghui accounting firm (special general partnership);
24. Major asset purchase report: refers to Shanghai Sk Automation Technology Co.Ltd(688155) major asset purchase report (Draft);
25. Audit report: refers to the audit report (shzbz (2022) No. 3310) issued by SHK accountant on May 10, 2022;
26. Appraisal report: refers to the appraisal report on the value of all equity assets of shareholders of Ningde Dongheng Machinery Co., Ltd. involved in Shanghai Sk Automation Technology Co.Ltd(688155) proposed equity acquisition (hjpbz (2022) No. 0031) issued by jiace appraisal on May 18, 2022;
27. Audit base date: refers to December 31, 2021;
28. Appraisal base date: refers to December 31, 2021;
29. Reporting period: refers to 2020 and 2021;
30. Commitment period: 2022, 2023 and 2024;
31. Company Law: refers to the company law of the people's Republic of China;
32. Securities Law: refers to the securities law of the people's Republic of China;
33. Reorganization management measures: refer to the management measures for major asset reorganization of listed companies (revised in 2020);
34. Special provisions on Restructuring: refers to the special provisions on major asset restructuring of listed companies on the science and Innovation Board issued by the CSRC on August 23, 2019 (CSRC announcement [2019] No. 19);
35. Reorganization review rules: refer to the review rules for major asset reorganization of listed companies on the science and Innovation Board of Shanghai Stock Exchange (revised in 2021) (SZF [2021] No. 46) issued by Shanghai Stock Exchange on June 22, 2021;
36. Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange Kechuang board (revised in December 2020) (SZF [2020] No. 101) issued by Shanghai Stock Exchange on December 31, 2020;
37. This legal opinion refers to the legal opinion of Shanghai Guangfa law firm on Shanghai Sk Automation Technology Co.Ltd(688155) major asset restructuring issued by the exchange on May 20, 2022.
2、 Lawyer's statement
In accordance with the provisions of the company law, the measures for the administration of reorganization, 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 date of issuance of this legal opinion, the office 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, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
During the investigation for the issuance of this legal opinion, each party guarantees to truthfully provide all the original written materials, copies and oral testimony deemed necessary by our lawyers for the issuance of this legal opinion, and ensure its authenticity, accuracy, integrity and effectiveness; Ensure that the seals and signatures on relevant documents are true, and the photocopies of relevant documents are consistent with their originals; We promise not to make false or misleading statements to our lawyers. If there are false, misleading statements or major omissions, we are willing to bear corresponding legal liabilities. Our lawyers have reviewed and judged all documents related to the issuance of this legal opinion. For the facts that are crucial to this legal opinion and supported by evidence, we have comprehensively reviewed the relevant evidence. We rely on the supporting documents issued by relevant government departments, Shanghai Sk Automation Technology Co.Ltd(688155) and other relevant units to express our opinions on the facts that are crucial to this legal opinion without evidence.
The exchange agrees to take this legal opinion as a necessary legal document for this exchange, report it together with other materials, and is willing to bear corresponding legal liabilities. This legal opinion is only for the purpose of this transaction and shall not be used for any other purpose. In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers issue the following legal opinions.
The second part is the main body
1、 About this transaction plan
The lawyers of the firm consulted the resolutions of the second meeting of the third board of directors of Shanghai Sk Automation Technology Co.Ltd(688155) company, the report on major asset purchase, the equity purchase agreement and performance compensation agreement signed by Shanghai Sk Automation Technology Co.Ltd(688155) and the counterparty. According to the verification of our lawyers, the main contents of this transaction plan are as follows:
(I) specific scheme of this transaction
1. Counterparty
The counterparties of this transaction are natural persons Shi Zenghui, Lin Chenbin and Lin Liju. As of the date of this legal opinion, the equity of the target company Ningde Dongheng held by the counterparties is as follows:
Capital contribution of sequential shareholders (10000 yuan) equity ratio
number
1 stone brightening 350070%
2 Lin Chenbin 100020%
3 Lin Liju 500 10%
Total 5 Tcl Technology Group Corporation(000100) %
2. Subject matter of transaction
The underlying asset of this transaction is the 51% equity of Ningde Dongheng held by the counterparty.
3. Mode of this transaction
Shanghai Sk Automation Technology Co.Ltd(688155) acquire 51% of the total equity of the target company held by the counterparty in cash, including 21% equity of the target company held by Shi Zenghui (corresponding to the paid in capital contribution of the target company of 10.5 million yuan), 20% equity of the target company held by Lin Chenbin (corresponding to the paid in capital contribution of the target company of 10 million yuan), and 10% equity of the target company held by Lin Liju (corresponding to the paid in capital contribution of the target company of 5 million yuan). The total price of the transaction is 8.16 million yuan. After the completion of this transaction, the target company will become the holding subsidiary of Shanghai Sk Automation Technology Co.Ltd(688155) and the equity structure will be changed as follows:
Capital contribution of sequential shareholders (10000 yuan) equity ratio
number
1 Shanghai Sk Automation Technology Co.Ltd(688155) 2,550 51%
2 stone brightening 245049%
Total 5 Tcl Technology Group Corporation(000100) %
All payments for this transaction are made in cash. The specific payment arrangements are as follows:
(1) Shanghai Sk Automation Technology Co.Ltd(688155) pay the first phase of transaction consideration to the counterparty, which is 50.01% of the transaction consideration, i.e. RMB 408081600, within 10 working days after the equity acquisition agreement takes effect and the target company completes the industrial and commercial change registration and filing procedures required for this transaction;
(2) Before June 30, 2023, Shanghai Sk Automation Technology Co.Ltd(688155) shall pay the second transaction consideration to the counterparty, which is the remaining part of the transaction consideration, i.e. RMB 407918400.
In combination with the transaction price and payment arrangement, the details of the transaction consideration obtained by each counterparty in this transaction are as follows:
Sequence transaction transfer target public transfer target phase I phase II total transaction consideration No. counterpart company contribution company equity transaction consideration transaction consideration (10000 yuan)
(ten thousand yuan) (ten thousand yuan)
1 Shi Zenghui 105021% 1680336167966433600
2 Lin Chenbin 100020% 1 Shanghai Zhenhua Heavy Industries Co.Ltd(600320) 159968032000
3 Lin Liju
