Beijing Jiayuan law firm
Notice on Hunan Changyuan Lico Co.Ltd(688779) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
F408, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
May, 2002
catalogue
Part I reply to the audit inquiry letter 6. Question 6. Related party transactions 6 question 7. About others 26 Part II update of the issuer’s information related to this offering 29 I. authorization and approval of this offering 29 II. The issuer’s subject qualification for this offering 29 III. substantive conditions of this offering 29 IV. establishment of the issuer 33 v. independence of the issuer Vi. controlling shareholders, actual controllers and major shareholders of the issuer 34 VII. The share capital of the issuer and its evolution 34 VIII. Business of the issuer 34 IX. related party transactions and horizontal competition 35 X. main property of the issuer 40 Xi. Major creditor’s rights and debts of the issuer 41 XII. Major asset changes and mergers and acquisitions of the issuer 43 XIII. Formulation and amendment of the articles of association of the issuer 43 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 43 XV. Directors, supervisors, senior managers and core technicians of the issuer and their changes 43 XVI. Tax and financial subsidies of the issuer 46 XVII. Environmental protection, product quality, technology and other standards of the issuer 47 XVIII. Application of the funds raised by the issuer this time 48 XIX. The issuer’s business development objectives 48 XX. Litigation, arbitration or administrative punishment of the issuer 48 XXI. Legal risk assessment of the company’s prospectus 48 22. Other major legal issues that lawyers believe need to be explained 48. Concluding comments forty-nine
Attached table 1: list of major sales contracts being performed by Hunan Changyuan Lico Co.Ltd(688779) and its subsidiaries 51 attached Table II: list of major procurement contracts being performed by Hunan Changyuan Lico Co.Ltd(688779) and its subsidiaries fifty-three
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi’an
To: Hunan Changyuan Lico Co.Ltd(688779)
Beijing Jiayuan law firm
About Hunan Changyuan Lico Co.Ltd(688779)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
Jiayuan (2022) – 01-271 Dear Sirs:
According to the special legal adviser agreement signed between the company and the exchange, the exchange serves as the special legal adviser of the company for this issuance, And was authorized to issue Jiayuan (2022) – 01-189) lawyer work report of Beijing Jiayuan law firm on Hunan Changyuan Lico Co.Ltd(688779) issuing convertible corporate bonds to unspecified objects and Jiayuan (2022) – 01-188) legal opinion of Beijing Jiayuan law firm on Hunan Changyuan Lico Co.Ltd(688779) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “original lawyer work report and legal opinion”).
Since the Shanghai Stock Exchange issued the examination and inquiry letter on the application documents of Hunan Changyuan Lico Co.Ltd(688779) issuing convertible corporate bonds to unspecified objects (szksh (refinancing) [2022] No. 84) (hereinafter referred to as the “examination and inquiry letter”) on April 26, 2022, our lawyers conducted supplementary examination on the relevant matters requiring lawyers’ opinions in the examination and inquiry letter, At the same time, because the company needs to supplement and report the financial data as of March 31, 2022, in order to enable the relevant legal opinions issued by the firm to reflect the latest situation of the company, the lawyers of the firm also checked the changes of the company from December 31, 2021 to March 31, 2022 (hereinafter referred to as the “latest issue”), Based on the above verification, the supplementary legal opinion (I) of Beijing Jiayuan law firm on Hunan Changyuan Lico Co.Ltd(688779) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “the original supplementary legal opinion (I)”) is issued.
According to the supplementary and improvement opinions of Shanghai Stock Exchange on the audit inquiry letter, the exchange has conducted supplementary verification on the relevant issues of “part I reply to the audit inquiry letter” in the original supplementary legal opinion (I), updated the relevant contents, and issued this supplementary legal opinion.
This supplementary legal opinion is issued 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 by companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities and other relevant regulations issued by the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this supplementary legal opinion, we and our lawyers have conducted reasonable, necessary and possible verification and verification on the information, documents and relevant facts provided or disclosed by the company for this offering and the legal issues involved, and have verified the legality, authenticity and The validity has been examined and judged, and this supplementary legal opinion is issued on this basis.
In the course of the above-mentioned investigation, the company has obtained the following guarantee from the company: the company has provided the original written materials, copies or oral testimony that the lawyer of the company considers necessary to issue this supplementary legal opinion, without any omission or concealment; All documents and facts provided by it are true, accurate and complete; The documents provided by the company and the signatures and seals on the documents are true; The duplicate materials or copies provided by the company are completely consistent with the original.
Based on the facts that have occurred or existed before the date of issuance of this supplementary legal opinion and the Chinese laws and administrative regulations officially promulgated and implemented by the state, the exchange will express legal opinions based on its understanding of relevant facts and laws.
On the basis of reasonable verification by the exchange, for the facts that are essential to the issuance of this supplementary legal opinion and cannot be supported by independent evidence, or the important facts that cannot be verified and judged by the profession of the exchange, the exchange relies on the supporting documents or professional opinions issued by relevant government departments, companies or other relevant institutions to issue this supplementary legal opinion.
The exchange only gives opinions on legal issues related to this offering, and does not give opinions on audit, asset evaluation, investment project analysis, investment income, etc. The quotation of some data and conclusions in relevant accounting statements, audit reports, evaluation reports and feasibility reports of investment projects in this supplementary legal opinion does not indicate that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and / or conclusions. The exchange is not authorized or authorized to comment on the financial data, investment analysis and other professional matters involved in this offering.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this supplementary 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 supplementary 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.
This supplementary legal opinion is only for the purpose of this issuance and shall not be used for any other purpose. Unless otherwise specified, the abbreviation used in this supplementary legal opinion is consistent with the definitions of lawyer work report and legal opinion.
Part I reply to audit inquiry letter
Question 6. Related party transactions
According to the application materials: (1) during the reporting period, the scale of related party transactions in which the company purchased goods and received labor services from related parties accounted for 16.57%, 16.15% and 14.00% of the current operating costs respectively; (2) Minmetals 23rd metallurgy and Jinlu technology are the main suppliers of the company’s phase I project. Due to the large-scale investment and construction of phase I project, the amount of equipment purchased by the company from Minmetals 23rd metallurgy and Jinlu technology increased significantly in 2021; (3) The main production equipment and production process of phase I project and phase II project are basically the same, and there is no significant difference.
The issuer is requested to explain: (1) the reasons for the sharp increase in the amount of related party transactions in 2021, the proportion of related party transactions in the amount of similar procurement of projects and equipment during the reporting period, and whether it complies with the commitments of related party transactions; (2) The specific contents of procurement from related parties during the reporting period, the necessity, pricing basis and fairness of relevant transactions; (3) The proportion of the company’s purchase amount of Jinlu technology in its operating income, whether Jinlu technology depends on the company and whether there is benefit transmission; (4) In combination with the increase in the amount of related party transactions with Minmetals 23rd Metallurgical Co., Ltd. and Jinlu technology, explain whether the raised investment project will lead to further growth in the amount and proportion of related party transactions, and whether it complies with the relevant provisions of question 6 of the examination and answer of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange.
The recommendation institution, the issuer’s lawyer and the reporting accountant are requested to verify the above matters and express clear opinions. reply:
1、 The reasons for the sharp increase in the amount of related party transactions in 2021, the proportion of related party transactions in the amount of similar procurement of projects and equipment during the reporting period, and whether they meet the commitments of related party transactions
(I) the reason for the sharp increase in the amount of related party transactions in 2021, and the proportion of related party transactions in the amount of similar procurement of projects, equipment and other similar products during the reporting period
During the reporting period, the general situation of the company’s regular related sales and related purchases is as follows:
Unit: 10000 yuan
Project from January to March 20222021 20202019
Related sales amount 300.29103028 164.47 317.01
Related sales accounted for 0.09%, 0.15%, 0.08%, 0.11% of the operating revenue
Project from January to March 20222021 20202019
Input proportion
Related purchase amount 6853113899 Focus Media Information Technology Co.Ltd(002027) 781713794691
Related party procurement accounts for 23.93%, 15.80%, 16.15% and 16.57% of the business
During the reporting period, the trading scale of the company’s sales of goods to related parties was small and accounted for a low proportion of the company’s operating revenue. In 2021, the amount of related sales of the company increased compared with previous years, mainly due to the company’s partial overseas sales through the sales of ternary cathode materials to Minmetals Japan Corp., and the sales of some cobalt sulfate raw materials to MCC new energy.
During the reporting period, the transaction scale of purchasing goods and receiving labor services from related parties fluctuated and accounted for a relatively stable proportion of the company’s operating costs. In 2021, the amount of related purchases of the company increased significantly compared with previous years. During the reporting period, the details of the company’s regular connected transactions of purchasing goods and receiving labor services are as follows:
Unit: 10000 yuan
Preface January March 20222021 20202019
No. company name transaction content accounting for similar transactions accounting for similar transactions accounting for the proportion of similar transactions accounting for the amount of similar transactions
Equipment purchased by Minmetals 23 —— 23.09 0.11% Metallurgical Construction Group
