Guohao law firm (Shenzhen)
about
Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
of
Supplementary legal opinion (VI)
41-42 / F, special zone newspaper building, 6008 Shennan Avenue, Shenzhen postcode: 518034
41-42F, Shenzhen Special Zone Press Tower, 6008 Shennan Blvd, Shenzhen, PRC
Tel: (+ 86) (755) 8351 5666 Fax: (+ 86) (755) 8351 5333
Website: http://www.grandall.com.cn.
November 2021
Guohao law firm (Shenzhen)
About Guangdong Yuehai feed Group Co., Ltd
Initial public offering and listing
Supplementary legal opinion (VI)
GLG / SZ / a3468 / FY / 2021-621 to: Guangdong Yuehai feed Group Co., Ltd
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) appoints Wu Jianshe lawyer and Lawyer Zou Mingjun serves as the special legal adviser for the issuer’s initial public offering and listing (hereinafter referred to as “this offering and listing” or “this offering”).
On December 19, 2020, the exchange issued the legal opinion on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “legal opinion”) and the lawyer work report on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as the “lawyer work report”) , issued the supplementary legal opinion (I) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (I)”) on March 30, 2021, The supplementary legal opinion (II) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”) was issued on April 29, 2021, The supplementary legal opinion (III) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (III)”) was issued on August 24, 2021, The supplementary legal opinion (IV) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (IV)”) was issued on September 6, 2021, The supplementary legal opinion (III) (updated version) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. was issued on October 19, 2021 (hereinafter referred to as “supplementary legal opinion (III) (updated version)”), On November 17, 2021, the company issued the supplementary legal opinion (V) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (hereinafter referred to as “supplementary legal opinion (V)”).
On November 29, 2021, the CSRC put forward further feedback on the application documents for the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd., and asked the lawyers of the exchange to check the relevant matters. Our lawyers checked the relevant issues in the feedback opinions and issued the supplementary legal opinion of Guohao law firm (Shenzhen) on the initial public offering and listing of Guangdong Yuehai feed Group Co., Ltd. (VI) (hereinafter referred to as the “supplementary legal opinion”).
This supplementary legal opinion is a supplement to the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) and supplementary legal opinion (III) (updated version), The supplementary legal opinion will not disclose the unchanged contents in the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV), supplementary legal opinion (III) (updated version) and supplementary legal opinion (V). Unless otherwise specified, the abbreviations used in this supplementary legal opinion are consistent with legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV), supplementary legal opinion (III) (updated version) and supplementary legal opinion (V), On this basis, the interpretation is supplemented.
catalogue
catalogue 4 section I Introduction 5 Section II text 6 question 1: about debt restructuring 6 section III signature page nine
Section I Introduction
The lawyer of the firm gives legal opinions according to the facts that have occurred or existed before the date of issuance of this supplementary legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC, and declares as follows:
1、 In accordance with the provisions of the securities law, the practice measures and the practice rules and the facts that have occurred or exist before the date of issuance of this supplementary legal opinion, the exchange and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in the legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities accordingly;
2、 Our lawyers agree to take this supplementary legal opinion as a necessary legal document for the issuer’s issuance and listing, report it together with other application materials, and are willing to bear corresponding legal liabilities;
3、 Our lawyers agree that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus or in accordance with the examination requirements of the CSRC;
4、 The issuer warrants that it has provided the lawyers of the exchange with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this supplementary legal opinion;
5、 For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, issuers or other relevant units;
6、 Our lawyers only express opinions on the legality and relevant legal issues of the issuer’s issuance, and do not express any opinions on the accounting, audit, asset evaluation and other professional matters involved in the issuer’s participation in the issuance. We refer to some data or conclusions in relevant accounting statements, audit and asset evaluation reports in this supplementary legal opinion, Except for the express opinions of our lawyers, it does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to verify and evaluate the contents of these documents;
7、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this supplementary legal opinion; 8、 This supplementary legal opinion is only used by the issuer for the purpose of this issuance application, and shall not be used for any other purpose.
Section II main body
Question 1: About Debt Restructuring
On January 1, 2020, the issuer and its subsidiaries, Zhuhai Qiangjing and Zhanjiang seedlings, the issuer’s actual controller, signed the asset transfer contract; As of December 31, 2019, Zhuhai Qiangjing guaranteed its debt to Jiangmen Yuehai with relevant frozen fish pledge of RMB 37.2229 million. According to the reply of the notification letter, this batch of frozen fish is Zhuhai Qiangjing. In the second half of 2018, due to the decline in the price of perch and other aquatic products, it was stored in the frozen warehouse for future sales. In 2020, due to the expiration of this part of frozen fish, the issuer fully accrued bad debts for the remaining accounts receivable.
The issuer is requested to further: (1) provide financial statements related to Zhanjiang seedlings undertaking the above restructuring business, including the balance sheet as of December 31, 2020, the profit statement of 2020, the balance sheet as of September 30, 2021 and the profit statement from January to September 2021; (2) Explain whether the actual operation and price trend of relevant aquatic products in the previous years of Zhuhai strong competition are taken into account when evaluating the value of relevant assets; (3) Explain whether the impact of the actual freezing period of this part of frozen fish on its value is considered when using the frozen fish pledge guarantee of Zhuhai Qiangjing on December 31, 2019, and why there is no sales between the pledge and the expiration date; (4) Explain whether the above debt restructuring is essentially a kind of subsidy from the actual controller to the issuer, and whether the asset impairment loss and capital reserve should be recognized at the same time in accordance with the provisions of relevant accounting standards; (5) Explain whether the above connected transactions have performed the necessary approval process in accordance with the articles of Association; (6) According to the above income statement, it is simulated and calculated whether the impact of the issuer’s debt restructuring assets on the issuer’s operating performance constitutes a major obstacle to this issuance. The sponsor, lawyers, reporting accountants and asset appraisers are requested to explain the verification procedures implemented for the above problems and express clear opinions.
reply:
1-5 explain whether the above connected transactions have performed the necessary approval process in accordance with the articles of association
1. The provisions of the issuer’s articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, working system of independent directors and fair decision-making system for connected transactions on fair decision-making procedures for connected transactions
(1) Related party transaction decision authority
1) General meeting of shareholders
The related party transactions between the company and related natural persons with a transaction amount of more than 3 million yuan and between the company and related legal persons with a transaction amount of more than 30 million yuan and accounting for more than 5% of the company’s latest audited net asset value shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders of the company for deliberation and approval.
Any guarantee provided by the company for related parties, regardless of the amount, shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and approval.
2) Board of directors
The related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan but not more than 3 million yuan, and the related party transactions between the company and related legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the latest audited net asset value of the company shall be reviewed and approved by the board of directors of the company. However, if there are less than three non affiliated directors attending the board of directors, it shall be submitted to the general meeting of shareholders for deliberation and approval.
3) General manager office meeting
If the transaction amount between the company and related natural persons is less than 300000 yuan, the transaction amount between the company and related legal persons is less than 3 million yuan, or accounts for less than 0.5% of the latest audited net asset value of the company, it shall be reviewed and approved by the general manager’s Office meeting. However, if the general manager himself or his close relatives are the related party, it shall be deliberated and approved by the board of directors.
(2) Confirmation opinions of independent directors
The related party transactions that the company intends to have with related natural persons with an amount of more than 300000 yuan and with related legal persons with an amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets shall be approved by the independent directors and submitted to the board of directors for discussion. Before making a judgment, independent directors may hire an intermediary to issue an independent financial advisory report.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed when issuing the notice or supplementary notice of the general meeting of shareholders.
(3) Related party avoidance voting system
1) When the company’s general meeting of shareholders deliberates related party transactions, related shareholders shall avoid voting, and other shareholders attending the general meeting of shareholders shall deliberate and vote on related related party transactions, and the voting rights held by the above-mentioned related shareholders shall not be included in the total number of voting shares attending the general meeting of shareholders.
2) When the board of directors of the company considers related party transactions, related directors shall avoid voting, and shall not exercise voting rights on behalf of other directors. The meeting of the board of directors can be held only if more than half of the non affiliated directors are present, and the resolutions made at the meeting of the board of directors must be adopted by more than half of the non affiliated directors. If the number of non affiliated directors attending the board meeting is less than three, the company shall submit the transaction to the general meeting of shareholders for deliberation.
2. Approval procedures for the performance of this connected transaction
On December 11, 2019, Wu Jingshui, ye Yuantu and Yang Biao, the independent directors of the issuer, gave their prior approval opinions on the related party transaction: the transaction price is determined by reference to the evaluation price, which will not damage the interests of the company and minority shareholders, nor adversely affect the operation and independence of the company. We unanimously agree to submit this proposal to the board of directors of the company for deliberation.
On December 14, 2019, the issuer held the sixth meeting of the second board of directors, deliberated and adopted the proposal on Zhuhai strong competition receivables solution, and related directors Zheng Shixuan, Cai Xuming and Xu Xuemei avoided voting.
On December 14, 2019, Wu Jingshui, ye Yuantu and Yang Biao, the independent directors of the issuer, issued independent confirmation opinions on this connected transaction: the transaction price is determined by reference to the appraisal price
