Beijing Tianyuan law firm
Notice on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
Beijing Tianyuan law firm
About Poco Holding Co.Ltd(300811)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
Jtgz (2021) No. 431 to: Poco Holding Co.Ltd(300811)
According to the entrustment agreement for special legal counsel signed between Beijing Tianyuan law firm (hereinafter referred to as the firm) and Poco Holding Co.Ltd(300811) (hereinafter referred to as the issuer or the company), the firm acted as the special Chinese legal counsel for the company’s issuance and issued legal opinions.
The firm and its handling lawyers shall act in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and other laws Laws and regulations, relevant provisions of the China Securities Regulatory Commission and the facts that have occurred or exist before the date of issuance of this legal opinion, this legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
catalogue
interpretation…… 4 declare that 6 text 8 I. approval and authorization of this issuance 8 II. The issuer’s subject qualification for this offering 8 III. substantive conditions of this offering 8 IV. establishment of the issuer 14 v. independence of the issuer 15 VI. major shareholders and actual controllers of the issuer 16 VII. Share capital and evolution of the issuer 18 VIII. Business of the issuer 18 IX. related party transactions and horizontal competition 19 X. main property of the issuer 26 Xi. Major creditor’s rights and debts of the issuer 29 XII. Major asset changes and mergers and acquisitions of the issuer 29 XIII. Formulation and amendment of the articles of association of the issuer 29 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors XV. Directors, supervisors and senior managers of the issuer and their changes 16. Tax of the issuer 30 XVII. Environmental protection, product quality, labor and social security of the issuer 31 XVIII. Application of funds raised by the issuer 32 XIX. Business development objectives of the issuer 33 20. Litigation, arbitration and administrative punishment XXI. Evaluation of legal risks of the issuer’s prospectus 36. General concluding observations thirty-six
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: the issuer, the company and platinum refer to Poco Holding Co.Ltd(300811) Xincai
Platinum Branch Co., Ltd. refers to Shenzhen platinum branch magnetic material Co., Ltd., which is the predecessor of the issuer
This issuance refers to the issuer’s issuance of convertible corporate bonds to unspecified objects
Convertible bonds refer to corporate bonds that can be converted into A-Shares of the company
The reporting period, the last three years and refer to the period from January 1, 2018 to March 31, 2021
Phase I
Securities Law refers to the securities law of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The Registration Measures refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
No. 12 of the preparation and reporting rules refers to No. 12 of the preparation and reporting rules for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
CSRC refers to the China Securities Regulatory Commission
Huizhou platinum branch refers to Huizhou platinum branch magnetic material Co., Ltd
Platinum industry refers to Huizhou platinum industry Co., Ltd., which used to be called “Huizhou fule Industrial Materials Co., Ltd.”
MoMA investment refers to Shenzhen MoMA new material Investment Co., Ltd
Platinum Tiancheng refers to Shenzhen platinum Tiancheng investment management enterprise (limited partnership)
Guangfa Qianhe refers to Guangfa Qianhe Investment Co., Ltd
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Shenzhen market supervision and Administration Bureau was established in September 2009 by the merger of the former Shenzhen Supervision Bureau, which refers to the Administration for Industry and commerce, Shenzhen Bureau of quality and technology supervision and Shenzhen Intellectual Property Office
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Zhongshen Zhonghuan refers to Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
Beijing Tianyuan law firm
Lawyers of the exchange refer to the combined name of the exchange and the lawyers assigned by the exchange to handle the issuer’s issuance
The articles of association refers to the articles of association of Shenzhen Poco Holding Co.Ltd(300811) Material Co., Ltd. formulated by the issuer and amended from time to time
The prospectus refers to the prospectus for issuing convertible corporate bonds to unspecified objects on Poco Holding Co.Ltd(300811) gem
2019 annual report refers to Poco Holding Co.Ltd(300811) 2019 annual report
2020 annual report refers to Poco Holding Co.Ltd(300811) 2020 annual report
The first quarter of 2021 refers to the first quarter report of Poco Holding Co.Ltd(300811) 2021
Tjss (2019) No. 3-329 and tjss (2020) audit reports issued by Tianjian refer to Poco Holding Co.Ltd(300811) audit report no. 3-157 and Zhonghuan Zhongshen Zi (2021) No. 0 China Southern Airlines Company Limited(600029) Poco Holding Co.Ltd(300811) audit report issued by Zhonghuan Zhongshen
Internal control report refers to the internal control assurance report of Shenzhen Poco Holding Co.Ltd(300811) Material Co., Ltd. (zhzz [2021] 0 China Petroleum & Chemical Corporation(600028) ) issued by Zhong Shen Zhong Huan
The verification report on the use of Shenzhen Poco Holding Co.Ltd(300811) Materials Co., Ltd. issued by Zhongshen Zhonghuan for the previously raised funds refers to the verification report on the use of the company’s previously raised funds (Zhonghuan zhuanzi (2021) No. 0600046)
Legal opinion refers to the legal opinion on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects issued by the exchange
Lawyer’s work report on Poco Holding Co.Ltd(300811) lawyer’s work report on issuing convertible corporate bonds to unspecified objects issued by the exchange
Yuan refers to RMB unless otherwise specified
China means the people’s Republic of China. For the purpose of this legal opinion, it does not include Hong Kong, Macao Special Administrative Regions and Taiwan
Statement
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the securities law, the company law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the Compilation Rules No. 12, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, We have 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, and there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of interview, written examination, on-site investigation, inquiry and calculation, review and so on, and fulfilled the obligations of verification and verification with diligence and prudence.
3. Our lawyers have checked and verified the authenticity, accuracy and integrity of the documents and materials based on according to law; Before the verification and verification, the verification and verification plan has been prepared to clarify the matters that need verification and verification, and adjust them appropriately according to the progress of the business.
4. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
5. The lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notaries and other public institutions, and for the business matters related to the law, For other business matters, it shall be used as the basis for issuing legal opinions after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
6. Our lawyers have classified and sorted out the work records and materials obtained in the verification and verification, and formed clear working papers in accordance with the requirements of the CSRC.
7. This legal opinion has been discussed and reviewed by the core group of the exchange, and relevant records have been made and retained as working papers.
8. The exchange agrees that the company may quote some or all of the contents of this legal opinion in the prospectus by itself or in accordance with the review requirements of the CSRC. However, when the company makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation, and the lawyer of the exchange shall review and confirm the relevant contents of the prospectus. 9. The exchange agrees to take this legal opinion as a necessary legal document for the company’s issuance, report it together with other materials, and bear corresponding legal liabilities according to law. This legal opinion is only used by the company for the purpose of this issuance and shall not be used by anyone for any other purpose.
Text
1、 Approval and authorization of this offering
(I) after verification by the lawyers of the exchange, the board of directors of the issuer has made resolutions on the specific plan of this issuance, the feasibility of the use of the raised funds and other matters that must be clarified in accordance with the provisions of Article 16 of the registration measures, and submitted them to the general meeting of shareholders for approval.
(II) after verification by the lawyers of the exchange, the 2020 annual general meeting of shareholders of the issuer has made a resolution to approve the issuance in accordance with legal procedures. The resolution has included the necessary contents specified in Article 18 of the registration measures, complies with the provisions of the company law and other relevant laws, regulations, normative documents and the articles of association, and the content of the resolution is legal and effective; The scope and procedures of the above-mentioned general meeting of shareholders authorizing the board of directors to handle the issue are legal and effective.
(III) in accordance with the provisions of the securities law, the registration measures and other relevant laws, regulations and normative documents, the issuer needs to obtain the examination and approval of the Shenzhen Stock Exchange and report to the CSRC to perform the registration procedures. 2、 The issuer’s subject qualification for this offering
According to the verification of our lawyers, the issuer is a joint stock limited company established by Platinum Technology Co., Ltd. in the form of overall change in accordance with the provisions of the company law, and obtained the business license (Unified Social Credit Code: 91440 Shenzhen Sinexcel Electric Co.Ltd(300693) 95982×0) approved and issued by Shenzhen Supervision Bureau on September 6, 2015. Upon the verification of the issuer’s industrial and commercial registration materials, the articles of association and the confirmation of the issuer by the lawyers of the exchange, the issuer does not need to terminate in accordance with relevant laws and regulations, normative documents and the articles of association.
According to the above, our lawyers believe that the issuer is a joint stock limited company established and effectively existing according to law and has the subject qualification of this issuance. 3、 Substantive conditions of this offering
Issuer’s book
