Beijing Junzhi law firm
About Beijing Lier High-Temperature Materials Co.Ltd(002392)
Non public offering of shares
Supplementary legal opinion (II)
Jun Zhi FA Zi No. 2021243-2
11 / F, block B, Global trade center, 36 North Third Ring East Road, Beijing, China
catalogue
1、 Question 1 of the feedback: about the criminal crimes of subsidiaries 5 II. Question 2 of the feedback: about other receivables and financial investments 24 1
interpretation
Unless the context otherwise requires, the following words have the following meanings:
Junzhi, our firm and our lawyers refer to Beijing Junzhi law firm or its lawyers
Common stock, A-share index, domestic listed RMB common stock
Issuer, company, joint stock company or means Beijing Lier High-Temperature Materials Co.Ltd(002392)
Beijing Lier High-Temperature Materials Co.Ltd(002392)
The issuer’s non-public offering of A-Shares to Zhao Jizeng and this offering and this non-public offering refer to the listing and trading on Shenzhen Stock Exchange
The pricing benchmark date of the company’s non-public offering is the public pricing benchmark date, which refers to the announcement date of the resolution of the second meeting of the Fifth Board of directors, i.e. August 17, 2021
Tiantu company refers to Beijing Tiantu Xingye Venture Capital Co., Ltd
Luoyang Lear refers to Luoyang Lear refractory Co., Ltd., a wholly-owned subsidiary of the issuer
Liaoning ZTE refers to Liaoning ZTE Mining Co., Ltd., the wholly-owned subsidiary of the issuer, Luoyang Lear functional materials Co., Ltd., and the wholly-owned subsidiary of the issuer
Xixia Dongshan mining refers to Xixia Dongshan Mining Co., Ltd., a wholly-owned subsidiary of the issuer
Shanghai xintaishan refers to Shanghai xintaishan high temperature engineering materials Co., Ltd., a wholly-owned subsidiary of the issuer
MAANSHAN Lear refers to MAANSHAN Lear Kaiyuan New Material Co., Ltd., a wholly-owned subsidiary of the issuer
Haicheng Zhongxing magnesium synthetic material Co., Ltd., the issuer Haicheng Zhongxing magnesium synthetic material Co., Ltd., refers to a wholly-owned subsidiary. In November 2020, its name was changed to Liaoning Lear magnesium synthetic material Co., Ltd
Liaoning Lear refers to Liaoning Lear magnesium synthetic material Co., Ltd., a wholly-owned subsidiary of the issuer
Rizhao Lear refers to Rizhao Lear high temperature New Material Co., Ltd., a wholly-owned subsidiary of the issuer
Tianjin ruilixin refers to Tianjin ruilixin Environmental Protection Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Rizhao Ruihua refers to Rizhao Ruihua New Material Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Haicheng megsita refers to Haicheng Lille megsita Materials Co., Ltd., which is 100% owned by Liaoning ZTE
Qing Hailir Pesticides And Chemicals Group Co.Ltd(603639) refers to Qing Hailir Pesticides And Chemicals Group Co.Ltd(603639) magnesium material Co., Ltd., a wholly-owned subsidiary of the issuer
Hainan Lear refers to Hainan Lear smart Supply Chain Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Upper Hailir Pesticides And Chemicals Group Co.Ltd(603639) refers to upper Hailir Pesticides And Chemicals Group Co.Ltd(603639) refractory Co., Ltd., a holding subsidiary of the issuer
Lear International Limited means Lear International Holdings Limited
Vietnam Lille refers to Vietnam Lille high temperature materials Co., Ltd
Shanghai Baohua National Chemical refers to Shanghai Baohua National Chemical Technology Co., Ltd., a holding subsidiary of the issuer
Daxin Certified Public Accountants (special general partnership) refers to Daxin Shen Zi [2019] No. 2-00390, Daxin Shen Zi [2020] No. 2-00328 [2021] No. 2-10068 audit report
Ningbo Zhongli refers to Ningbo Zhongli Huixin investment partnership (limited partnership) Yima Ruineng refers to Yima Ruineng Chemical Co., Ltd
Minsheng securities refers to Minsheng Securities Co., Ltd
The initial prospectus of Beijing Lier High-Temperature Materials Co.Ltd(002392) published by the company on April 12, 2010 refers to the initial prospectus of initial public offering of shares by high temperature materials Co., Ltd
The work report of Beijing Junzhi starter lawyer disclosed by the company on April 2, 2010 refers to the lawyer work report of the law firm on the initial public offering and listing of the company
Beijing Junzhi initial legal opinion disclosed by the company on April 2, 2010 refers to the legal opinion of the law firm on the initial public offering and listing of the company
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The articles of association refers to the Beijing Lier High-Temperature Materials Co.Ltd(002392) articles of association and the Company Law refers to the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies (revised in 2020)
The implementation rules refer to the implementation rules for non-public offering of shares by listed companies (revised in 2020)
The last three years refer to 2018, 2019 and 2020
The last three years refer to 2018, 2019, 2020 and January September 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
three
Beijing Junzhi law firm
About Beijing Lier High-Temperature Materials Co.Ltd(002392)
Supplementary legal opinion on non-public offering of shares (II)
Jun Zhi FA Zi No. 2021243-2 to: Beijing Lier High-Temperature Materials Co.Ltd(002392)
Beijing Junzhi law firm has accepted the entrustment of the issuer, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws, regulations and normative documents of the CSRC, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this supplementary legal opinion is issued on the issuer’s non-public offering of shares.
According to the requirements of the notice of the CSRC on the second feedback on the examination of administrative licensing projects (No. 212558) and the attached Beijing Lier High-Temperature Materials Co.Ltd(002392) second feedback on the application for non-public offering of shares (hereinafter referred to as the “feedback”) issued by the CSRC on December 3, 2021, the exchange and the handling lawyer have verified the relevant feedback problems in the feedback, Issue this supplementary legal opinion.
This supplementary legal opinion is a supplement to the legal opinion, supplementary legal opinion (I) and lawyer work report, and constitutes an integral part thereof. In case of any inconsistency between the legal opinion, supplementary legal opinion (I) and lawyer work report and this supplementary legal opinion, this supplementary legal opinion shall prevail. The statements made by the firm and the handling lawyer in the legal opinion, supplementary legal opinion (I) and lawyer work report are also applicable to this supplementary legal opinion. Unless otherwise specified, the definitions, terms and abbreviations used in this supplementary legal opinion are consistent with the legal opinion, supplementary legal opinion (I) and lawyer work report.
The exchange and the handling lawyer agree to take this supplementary legal opinion as the necessary legal document for the issuer’s application for non-public offering of shares, report it together with other application materials, and are willing to bear corresponding legal liabilities. This supplementary legal opinion is only for the purpose of the issuer’s non-public offering of shares, and shall not be used for any other purpose.
1、 Question 1 of the feedback: about the criminal crimes of subsidiaries
1. The applicant’s subsidiary, Liaoning Lear magnesium synthetic material Co., Ltd., was sentenced to the crime of illegal occupation of agricultural land in 2019. Haicheng Municipal People’s government, Haicheng Municipal Bureau of natural resources and pailou town people’s government issued instructions respectively, and pailou town people’s government further issued a certificate, believing that the above circumstances are not major violations of laws and regulations, nor do they seriously damage the legitimate rights and interests of investors and the interests of the public.
The applicant is requested to explain: (1) the specific background and process of Liaoning Lear and its directly responsible person’s criminal crime and being investigated and prosecuted, the reason and rationality of the applicant’s subsidiaries and related personnel’s criminal crime under the background of the introduction of the applicant’s investment by the local government, and whether it reflects the nature and seriousness of their behavior; (2) Whether the operating performance of Liaoning Lear during the reporting period has an important impact on the applicant’s main business income and profit, and whether it is in normal production and operation at present; (3) Production and operation of Liaoning Lear since 2019, whether it is still producing and operating at the original site, and whether the rectification of illegal occupation of agricultural land has been completed. If not, please explain the reasons and specific rectification plan; (4) Does the illegal occupation of agricultural land in Liaoning Lear lead to major violations of laws and regulations related to housing construction, production safety and environmental protection (5) does the relevant violations lead to serious environmental pollution
