Beijing Jincheng Tongda law firm
about
Bsm Chemical Co.Ltd(300796) issuing A-Shares to specific objects
Supplementary legal opinion (III)
Jin Zheng FA Yi [2021] Zi 1108 No. 0641
100004, 10th floor, building a, international trade building, No. 1 Jianguomenwai street, Beijing, China
Tel: 010-5706 8585 Fax: 010-8515 0267
Beijing Jincheng Tongda law firm
About Bsm Chemical Co.Ltd(300796)
Issuing A-Shares to specific objects
Supplementary legal opinion (III)
Jin Zheng FA Yi [2021] Zi 1108 No. 0641 to: Bsm Chemical Co.Ltd(300796)
The exchange accepts the entrustment of the issuer to act as the special legal adviser of the issuer for this issuance and provide legal services for the issuer for this issuance.
For this offering, On September 3, 2021, our lawyers issued the legal opinion of Beijing Jinchengtongda law firm on Bsm Chemical Co.Ltd(300796) issuing A-Shares to specific objects (hereinafter referred to as the “legal opinion”) and the lawyer work report of Beijing Jinchengtongda law firm on Bsm Chemical Co.Ltd(300796) issuing A-Shares to specific objects (hereinafter referred to as the “lawyer work report”) ）, issued the supplementary legal opinion (I) of Beijing Jincheng Tongda law firm on Bsm Chemical Co.Ltd(300796) issuing A-Shares to specific objects on October 8, 2021 (hereinafter referred to as “legal opinion (I)”), The supplementary legal opinion (II) of Beijing Jincheng Tongda law firm on Bsm Chemical Co.Ltd(300796) issuing A-Shares to specific objects was issued on November 1, 2021 (hereinafter referred to as “legal opinion (II)”).
In view of the change in the reporting period of this issuance (the reporting period is changed from January 1, 2018 to September 30, 2021), on the basis of further verification and verification of relevant conditions, our lawyers issue this supplementary legal opinion on the re verification of our firm, and on the legal opinion (I) and legal opinion already issued by our lawyers （2） Modify, supplement or further explain the relevant contents of.
Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the above-mentioned legal documents issued by the exchange. The statements made by our lawyers in the above-mentioned legal documents are applicable to this supplementary legal opinion. This supplementary legal opinion constitutes a necessary supplement to the above-mentioned legal documents. In addition to the contents of this supplementary legal opinion, the opinions and conclusions of our lawyers on other legal issues of the issuer’s issuance and listing are still applicable to the relevant statements in the above-mentioned legal documents.
This legal opinion only expresses opinions on legal issues related to this issuance, and does not express opinions on professional matters such as accounting, audit and asset evaluation. If accounting, auditing, asset evaluation and other contents are involved, they are quoted in strict accordance with the reports issued by relevant intermediaries, which does not mean that the exchange has verified or made any guarantee for the authenticity and accuracy of these contents.
In accordance with the provisions of laws, regulations and other normative documents such as the securities law, the administrative measures and the compilation and reporting rules No. 12, and in accordance with the recognized business standards, practice norms and the spirit of diligence and diligence in the lawyer industry, the lawyers of the firm have issued the following supplementary legal opinions:
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1、 Approval and authorization of this offering
The issuer has obtained the valid approval of the second extraordinary general meeting of shareholders in 2021 held by the Issuer on June 3, 2021 in accordance with legal procedures. As of the end of the reporting period, the above approval is still valid.
On October 8, 2021, the issuer held the 25th meeting of the second board of directors, The proposal on adjusting the scheme of issuing shares to specific objects, the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by issuing shares to specific objects, the proposal on the demonstration and analysis report (Revised Draft) on the scheme of issuing shares to specific objects, and the plan for issuing shares to specific objects in 2021 were reviewed and adopted (Revised Draft) and other proposals have adjusted the plan of issuing shares to specific objects, and the independent directors of the issuer have expressed their independent opinions on relevant matters.
The above adjustment of the issuance plan is mainly the reduction of the total amount of raised funds, which meets the requirements of relevant provisions such as the registration management measures (for Trial Implementation) and the examination and answer of securities issuance and listing of companies listed on the gem, and has fulfilled the necessary review procedures. It does not constitute a major change in the issuance plan and does not affect the issuance.
2、 The issuer’s subject qualification for this offering
The issuer is a joint stock limited company legally established and validly existing, and its shares have been listed on the gem of Shenzhen Stock Exchange. As of the end of the reporting period, the issuer is still valid according to law, and there is no situation that it should be terminated in accordance with relevant laws, regulations, normative documents and the articles of association. The issuer has the subject qualification of this issuance as stipulated in laws, regulations and normative documents.
3、 The issuer’s substantive conditions for this offering
After verification by lawyers of the exchange, as of the end of the reporting period, the issuer has met the substantive conditions of GEM listed companies issuing shares to specific objects in laws, regulations and regulatory documents such as company law, securities law, registration management measures (for Trial Implementation), regulatory requirements:
(i) The shares issued by the issuer this time are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. The issuance conditions and prices of each share are the same. The shares issued this time have the same rights as the shares already issued by the issuer, which is in line with the provisions of Article 126 of the company law. （2） The shares issued by the issuer this time are issued at a premium, and the issue price exceeds the par value, which complies with the provisions of Article 127 of the company law.
（3） The issuer has not adopted the methods of advertising, public persuasion and disguised disclosure in this issuance, and there is no situation described in Article 9 of the securities law.
（4） The issuer does not have the following circumstances in which it is not allowed to issue shares to specific objects, which is in line with the provisions of Article 11 of the measures for the administration of registration (for Trial Implementation):
1. Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
2. The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in material aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinions has been issued in the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinions on the listed company has not been eliminated. Except that the issuance involves major asset restructuring;
3. The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
4. The listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
5. The controlling shareholders and actual controllers have committed major illegal acts seriously damaging the interests of the listed company or the legitimate rights and interests of investors in the past three years;
6. In the last three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
（5） The use of the funds raised by the issuer in this offering meets the following conditions and the provisions of Article 12 of the measures for the administration of registration (for Trial Implementation):
1. The funds raised by the issuer are intended to be used for the project of green new materials with an annual output of 8500 tons of pentanone series. The purpose of the funds raised by the issuer is in line with the national industrial policies, laws and administrative regulations on environmental protection and land management, and in line with the provisions of item (I) of Article 12 of the registration management measures (for Trial Implementation);
2. The use of the raised funds is not a financial investment project such as holding trading financial assets and financial assets available for sale, lending to others, entrusted financial management, or directly or indirectly investing in a company whose main business is the trading of securities, It complies with the provisions of item (2) of Article 12 of the measures for the administration of registration (for Trial Implementation); 3. After the implementation of the investment project with raised funds, it will not add horizontal competition, unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation, which complies with the measures for the administration of registration (for Trial Implementation) in accordance with item (3) of Article 12.
（6） According to the resolution of the general meeting of shareholders on this issuance and the plan for the company to issue shares to specific objects, and verified by the lawyers of the exchange, the issuing objects meet the conditions specified in the resolution of the general meeting of shareholders, and the number of issuing objects does not exceed 35, which is in line with the provisions of Article 55 of the measures for the administration of registration (Trial).
（7） According to the resolution of the general meeting of shareholders on this issuance and the plan for the company to issue shares to specific objects), the pricing base date of this issuance is the first day of the issuance period, and the issuance price is not less than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing base date, which is in line with the provisions of articles 56 and 57 of the measures for the administration of registration (for Trial Implementation).
（8） According to the resolution of the general meeting of shareholders on this issuance and the plan for the company to issue shares to specific objects, the shares issued this time shall not be transferred within six months from the date of issuance, which is in line with the provisions of Article 59 of the measures for the administration of registration (for Trial Implementation).
（9） According to the plan for the company to issue shares to specific objects, the number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance, and the final number of shares issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. The number of shares issued this time meets the regulatory requirements “If a listed company applies for non-public offering of shares, the number of shares to be issued shall not exceed 30% of the total share capital before this offering in principle”.
（10） The source of funds raised by the company last time was the initial public offering of a shares. According to the capital verification report (hyz [2019] No. 7999) issued by Rong Cheng, the funds raised were in place on November 11, 2019,
The first time the issue was considered by the board of directors on May 18, 2021, more than 18 months after the funds raised in the previous time were in place. Comply with the regulatory requirements “If a listed company applies for additional issuance, allotment of shares or non-public offering of shares, in principle, the resolution date of the board of directors of this offering shall not be less than 18 months from the date of the previous raised funds. If the previous raised funds are basically used up or the investment direction of the raised funds has not changed and invested as planned, it may not be subject to the above restrictions, but the corresponding interval shall not be less than 6 months in principle Including the provisions on “initial public offering, additional issuance, allotment of shares and non-public offering of shares”.
（11） As of September 30, 2021, the company does not hold trading financial assets with large amount and long term, financial assets available for sale, funds lent to others, entrusted financial management and other financial investments, which meet the regulatory requirements “When a listed company applies for refinancing, except for financial enterprises, in principle, there shall be no trading financial assets and financial assets available for sale, loans to others, entrusted financial management and other financial investments with large amount and long term at the end of the latest period”.
（12） The issuer has formulated the Bsm Chemical Co.Ltd(300796) shareholder dividend return plan for the next three years (2021-2023) , as deliberated and adopted at the 21st Meeting of the second board of directors, the company further improved and improved the profit distribution policy, decision-making and supervision mechanism, and established a sustainable, stable and scientific return mechanism for investors. The issuer promises that the company will implement a sustained and stable profit distribution policy, which shall pay attention to the reasonable return to investors and take into account the sustainable development of the company. The company distributes dividends in the form of cash, stocks or a combination of cash and stocks. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution. The company’s profit distribution shall not exceed the scope of accumulated profits available for distribution and shall not damage the company’s sustainable operation ability. If the company is qualified for cash dividends, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 15% of the distributable profits realized in the current year. The annual profit distribution plan of the company shall be prepared by the board of directors according to the profitability, capital demand and shareholder return plan, and submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors. Independent directors shall express independent opinions on the profit distribution plan. When deliberating the profit distribution plan, the board of directors shall carefully study and demonstrate the timing, conditions and proportion of the company’s profit distribution, adjustment conditions and decision-making procedures. Independent directors shall express clear opinions at the meeting, form written records and properly keep them as the company’s files. When considering the profit distribution plan, the general meeting of shareholders shall actively communicate and exchange with shareholders, especially minority shareholders, through telephone, fax, e-mail and on-site reception, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. The board of supervisors shall supervise the implementation of the cash dividend policy and shareholder return plan by the board of directors, as well as the implementation of corresponding decision-making procedures and information disclosure. If the company really needs to adjust or change the profit distribution policy and this plan according to the production and operation, investment planning, long-term development needs and changes in the external business environment, it shall perform the corresponding decision-making procedures after detailed demonstration, and the adjusted or changed profit distribution policy shall not violate relevant regulations. The proposal on adjusting or changing the profit distribution policy and this plan shall be formulated by the board of directors. The independent directors shall express independent opinions on whether the conditions and procedures of adjustment or change are compliant and transparent, and the board of supervisors shall express opinions on whether the adjustment or change is in line with the provisions of the articles of association, relevant laws and regulations and normative documents. The proposal to adjust or change the profit distribution policy and this plan shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. The decision-making mechanism of the issuer’s profit distribution policy and the commitment of cash dividends comply with the provisions of Article 7 of the notice on further implementing matters related to cash dividends of listed companies.
Accordingly, our lawyers believe that the issuer’s issuance complies with the company law
