Recently, Tianqi Lithium Corporation (002466.SZ) (“Tianqi Lithium") successfully obtained syndicated facilities in an amount of USD3.5 billion from two syndicates arranged by China CITIC Bank Corporation Limited and China CITIC Bank International Limited respectively. And on December 3, 2018 Chile time, with the aforesaid syndicated facilities and its self-raised funds, Tianqi Lithium has successfully acquired about 23.77 percent A shares of Sociedad Quimica y Minera de Chile S.A. (a company listed on Santiago Stock Exchange, Santiago Electronic Stock Exchange, Valparaiso Stock Exchange and New York Stock Exchange)(“SQM") from Nutrien Ltd. (a company listed on New York Stock Exchange and Toronto Stock Exchange) through Inversiones TLC SpA, which is wholly-owned Chilean subsidiary of Tianqi Lithium, for the consideration of approximately USD 4.066 billion. And the aforesaid transaction has been successfully closed on December 5, 2018 Chile time.

The lawyers of relevant practice areas from the Shanghai Office, Chengdu Office and Beijing Office of Zhong Lun Law Firm have cooperated with each other and provided comprehensive legal services, among which,

The legal services for the cross-border financing and cross-border investment were provided by the team led by Shirley Lu . In terms of cross-border financing, Shirley’s team assisted with obtaining binding commitment letters at the acquisition tender stage, and subsequently further assisted with negotiations with the international syndicates for the financing and security arrangement, and finally assisted Tianqi Lithium in executing the finance documents and successfully obtaining the loans; in terms of cross-border investment, Shirley’s team assisted in reviewing the acquisition agreements and completion of the acquisition-related PRC regulatory approvals successfully.

The legal services in respect of the restructuring of material assets as a listed company were provided by the team led by Bin Fan and Zexiong Wen. The team prepared legal opinions on purchase of material assets, replied to the queries of Shenzhen Stock Exchange and assisted with other transaction-related compliance issues under the securities law. Furthermore, the team also coordinated with Chilean counsel to conduct a comprehensive legal due diligence over SQM, and coordinated the offshore counsels from the U.S., Canada and etc., to issue legal opinions on the transaction-related matters.

The legal services in respect of antitrust/competition were provided by the team led by Yi Xue of the Beijing Office. Yi Xue’s team assisted Tianqi Lithium in preparing and submitting the application of concentration filing of operators to the Antitrust Bureau of the State Administration for Market Regulation, and subsequently the unconditional approval was obtained in a swift manner. In addition, in the review process from Chilean antitrust regulators of this transaction, the team also rendered professional legal advice and cooperated with the offshore antitrust counsel of Tianqi Lithium to clear the regulatory obstacles and offered strong and professional support for the eventual completion of the transaction.

The major members of this project team include Joy Gao (non-equity partner), Yunfan He (non-equity partner), Xinyi Wang and Tian Gu, Other members of the project team include Nina Zheng, Mo Chen, Yifeng Yao, Xinyi Deng, Zhiguang Liu, Wei Yu, Dewen Chen and Ruojin Cheng.

The major business of Tianqi Lithium includes the production and sales of lithium concentrates and lithium chemical products. And SQM is a leading global supplier of lithium products with salt lake assets Salar de Atacama, which owns the world’s highest lithium concentration, the largest reserves and the most mature exploitation conditions. This transaction will further provide Tianqi Lithium with strategic exposure to the world-class brine resources of SQM and be expected to generate stable and attractive long-term financial returns, which will enhance its leading position in the global lithium industry and reinforce its core-competitiveness and general strength.