Shanghai jintiancheng law firm
About Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
Address: 11, 12 floor Telephone No. 501 Shanghai Center Tower, No. 11, Yingcheng Road, Pudong New Area, Shanghai: 02120511000 Fax: 02120511999: zip: 200120
catalogue
1、 Approval and authorization of this offering nine
2、 The issuer’s subject qualification for this offering ten
3、 The substantive conditions of this offering ten
4、 Establishment of the issuer fourteen
5、 Independence of the issuer fourteen
6、 Major shareholders, controlling shareholders and actual controllers of the issuer fifteen
7、 The share capital and evolution of the issuer sixteen
8、 Issuer’s business sixteen
9、 Related party transactions and horizontal competition sixteen
10、 The principal property of the issuer seventeen
11、 Significant creditor’s rights and debts of the issuer seventeen
12、 Significant asset changes and mergers and acquisitions of the issuer seventeen
13、 Formulation and amendment of the issuer’s articles of Association eighteen
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors eighteen
15、 Directors, supervisors and senior managers of the issuer and their changes eighteen
16、 Tax situation of the issuer and its subsidiaries eighteen
17、 Environmental protection, product quality, technical standards and safety production of the issuer and its subsidiaries nineteen
18、 Application of funds raised by the issuer nineteen
19、 The issuer’s business development objectives twenty
20、 Litigation, arbitration or administrative punishment twenty
21、 Legal risk assessment of the issuer of the prospectus twenty
22、 Other matters to be explained twenty-one
23、 Concluding observations twenty-one
Legal opinion of Shanghai jintiancheng law firm
interpretation
In this legal opinion, unless otherwise specified, the following words have the following meanings:
This issuance refers to the issuance of convertible corporate bonds with a total amount of no more than 490 million yuan to unspecified objects
Guangdong Huiyun Titanium Industry Co.Ltd(300891) / issuer / public index Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Company / listed company
Huiyu titanium dioxide refers to Yunfu Huiyu titanium dioxide Co., Ltd. (the predecessor of the issuer)
The actual controller refers to Zhong Zhenguang and Wang Jinxiu
General meeting of shareholders refers to Guangdong Huiyun Titanium Industry Co.Ltd(300891) general meeting of shareholders
Board of directors refers to Guangdong Huiyun Titanium Industry Co.Ltd(300891) board of directors
Board of supervisors refers to Guangdong Huiyun Titanium Industry Co.Ltd(300891) board of supervisors
Articles of association and articles of association refer to the Guangdong Huiyun Titanium Industry Co.Ltd(300891) articles of association in force on the date of issuance of this legal opinion
Subsidiaries refer to subordinate enterprises included in the scope of the issuer’s consolidated statements
The issuer and its subsidiaries refer to the issuer, its branches and subordinate enterprises included in the scope of the issuer’s consolidated statements
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor / sponsor refers to Dongguan Securities Co., Ltd
Dahua means Dahua Certified Public Accountants (special general partnership)
Shanghai jintiancheng law firm
The lawyer of the exchange refers to the handling lawyer appointed by the exchange for the issuer’s issuance
Convertible bonds refer to convertible corporate bonds that can be converted into A-Shares of the company
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
“Regulatory Q & a” refers to the “regulatory Q & A on Issuance – regulatory requirements on guiding and regulating the financing behavior of listed companies” (revised in 2020)
Raised investment projects refer to the investment projects with raised funds described in “XVIII. Application of raised funds by the issuer” in the body of this legal opinion
The reporting period / the last three years refers to the period from January 1, 2019 to December 31, 2021
Audit report refers to the audit report of Guangdong Guangdong Huiyun Titanium Industry Co.Ltd(300891) Co., Ltd. of the issuer in 2019, 2020 and 2021
Legal opinion of Shanghai jintiancheng law firm
The prospectus refers to the prospectus for the issuance of convertible corporate bonds by Guangdong Guangdong Huiyun Titanium Industry Co.Ltd(300891) Co., Ltd. to unspecified objects (draft declaration), which is reported to the CSRC as the application document for this issuance
Internal control assurance report refers to Guangdong Huiyun Titanium Industry Co.Ltd(300891) internal control assurance report
Demonstration and analysis report refers to Guangdong Huiyun Titanium Industry Co.Ltd(300891) the demonstration and analysis report on issuing convertible corporate bonds to unspecified objects
The articles of association refers to the Guangdong Huiyun Titanium Industry Co.Ltd(300891) articles of association in force of the issuer
China refers to People’s Republic of China, and does not include the China Hongkong Special Administrative Region, China Macao Special Administrative Region and China Taiwan region only in respect of the legal submissions.
Yuan refers to the legal tender of China, RMB unit: yuan
Legal opinion of Shanghai jintiancheng law firm
Shanghai jintiancheng law firm
About Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Legal opinion on issuing convertible corporate bonds to unspecified objects
Case No.: 07f20210924 to: Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Huiyun Titanium Industry Co.Ltd(300891) and acts as the special legal adviser for the issuer’s issuance and listing of convertible corporate bonds in accordance with the employment agreement for special legal adviser signed between the issuer and the firm.
In accordance with the company law, the securities law, the measures for the administration of registration, the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance (hereinafter referred to as the “preparation and reporting rules No. 12”), the measures for the administration of securities legal business by law firms and other relevant laws and administrative regulations issued by the CSRC In accordance with the relevant provisions of the departmental rules and the relevant normative documents issued by the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued on the matters related to the issuer’s issuance.
Declaration matters
1、 In accordance with the provisions of the securities 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), the Compilation Rules No. 12 and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer’s issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in the lawyer’s work reports and legal opinions does not mean that the bourse has made any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and the bourse and its lawyers are not qualified to verify and judge these contents. Our lawyers are in the process of making legal opinions
Legal opinion of Shanghai jintiancheng law firm
During the, the legal profession has fulfilled the special duty of care for legal related business matters; For other business matters, it has fulfilled the general duty of care of ordinary people.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this legal opinion.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take the lawyer’s work report and this legal opinion as the necessary legal documents for the issuer’s issuance and listing, report them together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus or in accordance with the registration requirements of the CSRC and the Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the exchange and its handling lawyers issue this legal opinion in accordance with relevant laws, regulations, rules and the relevant provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
Legal opinion of Shanghai jintiancheng law firm
introduction
1、 Introduction to law firm
Shanghai Jin Tian Cheng law firm was set up in April 1999. It is registered as the 11 and 12 tier Shanghai Center Tower of Shanghai Center Tower, No. 501, Yingcheng Road, Pudong New Area, Shanghai. It is the largest partnership law firm in Shanghai. At present, it is in Beijing, Hangzhou, Shenzhen, Suzhou, Nanjing, Chengdu, Chengdu, Chengdu, post, and so on. Urumqi, Changsha, Haikou, Hong Kong, London, Seattle and Singapore have opened offices, jointly operated with Hong Kong Stevenson Huang law firm and established strategic cooperation with bird & Bird LLP, an international law firm.
The firm mainly provides litigation and non litigation businesses related to direct investment, securities and futures, financial banks, corporate mergers and acquisitions, intellectual property and technology transfer, real estate, taxation and labor relations. It has professional qualification certificates issued by the Ministry of justice of China, Shanghai Municipal Bureau of justice and other government agencies. It is a comprehensive law firm that can provide customers with all-round legal services.
Our service tenet: high quality, high efficiency, integrity and dedication. By bringing together the top talents in the legal industry, the Institute can formulate high-level legal solutions and provide efficient legal services for customers at home and abroad in a rapidly changing business environment. Since its establishment, the Institute has been listed as one of the top legal service providers in China by the Ministry of justice, local judicial bureaus, bar associations, internationally renowned legal media and authoritative rating agencies for many times. 2、 Brief introduction of signing lawyer
(I) lawyer Feng Chengliang
(1) Main experience
Lawyer Feng Chengliang, graduated from Northwest University of political science and law, has a master of law. He has been practicing in Beijing Zhonglun (Shenzhen) law firm since November 2011 and has been a lawyer in Shanghai jintiancheng since June 2015
