Beijing Tianyuan law firm
Notice on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
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
Supplementary legal opinion (I)
Jtgz (2021) No. 431-2 to: Poco Holding Co.Ltd(300811)
According to the entrustment agreement of 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 of convertible corporate bonds to unspecified objects (hereinafter referred to as the issuance) and issued legal opinions.
The exchange has complied with relevant laws and regulations such as 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, and the rules for the practice of securities legal business of law firms (for Trial Implementation) The provisions of the regulations and other normative documents have issued the legal opinion on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the legal opinion) jtgz (2021) No. 431 for this issuance Jtgz (2021) No. 431-1 lawyer’s work report on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as lawyer’s work report) and other legal documents, The aforesaid legal opinions and lawyer work report (hereinafter collectively referred to as the original lawyer’s document) have been submitted to Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) as legal documents together with other application materials of the issuer for this issuance.
Due to the changes in the relevant conditions of the issuer between the issuance date of the legal opinion and the issuance date of this supplementary legal opinion (i.e. from July 28, 2021 to September 14, 2021, hereinafter referred to as the supplementary verification period), the reporting period of this issuance and listing has changed (the reporting period has been changed from January 1, 2018 to June 30, 2021), The lawyer of our firm has comprehensively checked the changes during the supplementary verification and issued this supplementary legal opinion.
This supplementary legal opinion is a supplement to the original lawyer’s document and constitutes an integral part of the above-mentioned document. The premise and statement of legal opinion in the original lawyer’s document of the office are applicable to this supplementary legal opinion. Unless otherwise specified, the definitions of relevant terms in this supplementary legal opinion are the same as those in the original lawyer’s document; If the original lawyer’s document is inconsistent with this supplementary legal opinion, this supplementary legal opinion shall prevail. This supplementary legal opinion is only for the purpose of this issuance of the company, and shall not be used for any other purpose without the written consent of the exchange. The exchange agrees to take this supplementary legal opinion as the necessary legal document for this issuance application, report it together with other application materials, and bear corresponding legal liabilities according to law.
Based on the above, the office and the handling lawyer issue this supplementary legal opinion in accordance with relevant laws and regulations and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
catalogue
Text 5 I. approval and authorization of this issuance 5 II. The issuer’s subject qualification for this offering 5 III. substantive conditions of this offering 5 IV. independence of the issuer 10 v. major shareholders and actual controllers of the issuer 11 VI. share capital and evolution of the issuer 12 VII. Business of the issuer 12 VIII. Related party transactions and horizontal competition 9. The issuer’s main property 22 X. major creditor’s rights and debts of the issuer 24 Xi. Major asset changes and mergers and acquisitions of the issuer 26 XII. Formulation and amendment of the articles of association of the issuer 26 XIII. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 26 XIV. Directors, supervisors and senior managers of the issuer and their changes 26 XV. Tax of the issuer 28 XVI. Environmental protection, product quality, labor and social security of the issuer 29 XVII. Application of funds raised by the issuer 29 XVIII. Business development objectives of the issuer 29 XIX. Litigation, arbitration and administrative punishment 29 XX. Evaluation of legal risks of the issuer’s prospectus XXI. General conclusion 30 thirty
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1、 Approval and authorization of this offering
After verification by the lawyers of the exchange, as of the issuance date of this supplementary legal opinion, the resolution of the issuer’s 2020 annual general meeting on this issuance and listing and the resolution authorizing the board of directors to handle matters related to this issuance and listing are still within the validity period; 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
After the lawyers of the exchange have verified the industrial and commercial registration materials of the issuer, the articles of association and the supporting documents issued by relevant competent departments, and confirmed by the issuer, as of the date of issuance of this supplementary legal opinion, the issuer has no circumstances that need to be terminated in accordance with relevant laws and regulations, normative documents and the articles of association, and has the subject qualification of this issuance and listing. 3、 Substantive conditions of this offering
The issuer’s current issuance belongs to the issuance of convertible corporate bonds by GEM listed companies to unspecified objects. According to the laws, regulations and normative documents such as the securities law, the registration measures and the measures for the administration of convertible corporate bonds, our lawyers believe that the issuer’s issuance meets the following substantive conditions stipulated in relevant laws, regulations and normative documents:
(I) the issuer meets the relevant conditions stipulated in the securities law
1. According to the articles of association of the issuer, various corporate governance systems and the meeting materials of the issuer’s previous general meetings of shareholders, the board of directors and the board of supervisors during the reporting period, the issuer has established the system of general meetings of shareholders, the board of directors, the board of supervisors, independent directors and the Secretary of the board of directors in accordance with the company law and other relevant laws, regulations, normative documents and the articles of association, Directors (including independent directors) and supervisors have been elected according to the above system, senior managers such as general manager, deputy general manager, chief financial officer and Secretary of the board of directors have been appointed, and relevant functional departments have been set up according to the needs of the company’s business operation. These organizations and systems operate well.
The issuer has a sound and well functioning organization, which complies with paragraph 1 of Article 15 of the securities law
2. According to the audit report, 2019 annual report, 2020 annual report, demonstration and analysis report of Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects and the issuer’s instructions, the issuer’s net profits attributable to the owners of the parent company in 2018, 2019 and 2020 were 689863 million yuan, 84.595 million yuan and 1065265 million yuan respectively, The average annual distributable profit is 867026 million yuan. Referring to the recent issuance interest rate level of convertible corporate bond market and through reasonable estimation, the average distributable profit of the issuer in the last three years is sufficient to pay one year’s interest on corporate bonds, which is in line with the provisions of item (II) of paragraph 1, Article 15 of the securities law.
3. According to the resolution of the issuer’s annual general meeting in 2020, the plan for Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects, the prospectus, the rules for the meeting of Poco Holding Co.Ltd(300811) convertible corporate bondholders and the notes issued by the issuer, The funds raised by the issuer in this offering will be used for the “construction project of high-end alloy soft magnetic material production base” and supplementary working capital, and will not be used for other purposes other than the approved purposes; Any change in the purpose of the raised funds must be decided by the bondholders’ meeting; Nor will it be used to cover losses and unproductive expenses. The purpose of the funds raised by the issuer complies with the provisions of paragraph 2 of Article 15 of the securities law.
4. According to paragraph 2 of Article 12 of the securities law, “a listed company issuing new shares shall meet the conditions prescribed by the securities regulatory authority under the State Council approved by the State Council, and the specific management measures shall be prescribed by the securities regulatory authority under the State Council”. After verification, the issuer complies with the registration measures and other provisions of the securities regulatory authority under the State Council. For details, see “III. substantive conditions of this issuance (II)” in the text of this supplementary legal opinion. Accordingly, this issuance of the issuer complies with the provisions of paragraph 2 of Article 12 and paragraph 3 of Article 15 of the securities law. 5. According to the explanation of the issuer and the verification of the lawyers of the exchange, the issuer does not have the following circumstances: (1) the fact that it has defaulted on the publicly issued corporate bonds or other debts or delayed the payment of principal and interest is still in a continuous state; (2) Violating the provisions of the securities law and changing the purpose of the funds raised by the public issuance of corporate bonds. Accordingly, the issuer complies with the provisions of Article 17 of the securities law.
(II) the issuer meets the relevant conditions specified in the registration measures
1. This offering complies with the relevant provisions of Article 13 of the registration measures
(1) As stated in “(I) the issuer’s issuance meets the relevant conditions stipulated in the securities law” of “III. substantive conditions of this issuance” in the body of this supplementary legal opinion, the issuer has a sound and well functioning organization, and the average distributable profit of the issuer in the last three years is sufficient to pay one year’s interest on corporate bonds, This offering complies with items (I) and (II) of paragraph 1 of Article 13 of the registration measures. (2) According to the audit report, the 2021 semi annual report, the plan for Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects, the demonstration and analysis report on Poco Holding Co.Ltd(300811) issuing convertible corporate bonds to unspecified objects and the issuer’s instructions, the asset liability ratio of the issuer’s consolidated statements was 28.29% in 2018, 2019, 2020 and January June 2021 respectively 16.25%, 19.77% and 20.45%; In 2018, 2019, 2020 and January June 2021, the net cash flow generated by the issuer’s operating activities was 283381 million yuan, 482753 million yuan, 349671 million yuan and -7.9086 million yuan respectively. The issuer’s net assets at the end of June 2021 were 904 million yuan. As of the date of issuance of this supplementary legal opinion, the issuer has no approved debt financing instruments that have not yet been issued. Assuming that the scale of this issuance is 430 million yuan, after the completion of this issuance, the cumulative bond balance shall not exceed 50% of the issuer’s net assets at the end of the latest period. Accordingly, our lawyers believe that the issuer has a reasonable asset liability structure and normal cash flow, which is in line with the provisions of item (III) of paragraph 1, Article 13 of the registration measures.
2. This offering complies with the relevant provisions of Article 9 of the registration measures
(1) According to the questionnaire completed by the current directors, supervisors and senior managers of the issuer and the certificate of no criminal record obtained, and through the lawyers of the exchange, search the China judicial documents network（ http://wenshu.court.gov.cn./ ）China executive information disclosure network（ http://zxgk.court.gov.cn./ ）Credit China website（ https://www.creditchina.gov.cn. ）. inquiry platform for dishonesty records of securities and futures market of China Securities Regulatory Commission（ http://neris.c
(2) As stated in “IV. independence of the issuer” in the text of this supplementary legal opinion, and according to the audit report and the instructions issued by the controlling shareholder and actual controller of the issuer, the assets of the issuer are independent and complete, have a complete business system and the ability to operate independently directly facing the market, and there is no situation that has a significant adverse impact on the continuous operation, Comply with the provisions of item (III) of Article 9 of the registration measures.
(3) According to the audit report, internal control report and the issuer’s instructions, the issuer’s basic accounting work is standardized, the preparation and disclosure of financial statements comply with the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflect the issuer’s financial situation, operating results and cash flow in all major aspects, The financial and accounting reports of the last three years have been issued with unqualified audit reports, which is in line with the provisions of item (IV) of Article 9 of the registration measures.
(4) According to the audit report, 2019 annual report, 2020 annual report and 2021 semi annual report, the issuer’s net profit attributable to the owner of the parent company in 2019, 2020 and January June 2021 (based on the lower one before and after deducting non recurring profits and losses) is 812912 million yuan, 985094 million yuan and 497612 million yuan respectively, and the issuer has made profits in the last two years, Comply with the provisions of item (V) of Article 9 of the registration measures.
(5) According to the issuer’s 2021 semi annual report and the issuer’s instructions, as of June 30, 2021,
