Notice of Beijing JunZeJun Law Firm on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds
Supplementary legal opinion (I)
11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing zip code: 100005
11F, Jinbao Tower, 89 Jinbao Street, Dongcheng District, Beijing, 100005, P.R.China
Tel: (86-10) 6652 3388 Fax: (86-10) 6652 3399
Website: www.junzejun.com com.
List of supplementary legal opinions (I)
catalogue 1 interpretation 2 I. The issuer’s main qualification for issuance and listing 7 II. Substantive conditions for this offering and listing 7 III. Major Shareholders and actual controllers of the issuer 15 IV. business of the issuer 16 v. related parties and related transactions 16 VI. main property of the issuer 28 VII. Major creditor’s rights and debts of the issuer 32 VIII. Tax of the issuer 36 IX. environmental protection, product quality, technology and other standards of the issuer 41 X. litigation, arbitration or administrative punishment 43 Xi. Legal risk description of the prospectus 44 XII. Concluding comments forty-four
Supplementary legal opinion (I) interpretation
Unless the context otherwise requires, the following words used in this supplementary legal opinion have the following specific meanings:
The reporting period refers to 2018, 2019 and 2020
The legal opinion of Beijing JunZeJun Law Firm on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds (JunZeJun [2020] securities Zi No. 2020-0110-1-1) issued by the exchange for this issuance and listing
The lawyer’s work report issued by Beijing JunZeJun Law firm for this offering and listing refers to the lawyer’s work report on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds (JunZeJun [2019] securities Zi No. 2020-0110-1-2)
The new audit report refers to the audit report issued by Rong Cheng on February 5, 2021 (Rong Cheng Shen Zi [2021] No. 230z0132)
The prospectus (draft application) refers to the prospectus for public issuance of convertible corporate bonds by Guangdong Guangdong Haomei New Materials Co.Ltd(002988) Co., Ltd. (draft application)
Note 11 except for special circumstances, the values quoted in this supplementary legal opinion generally retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Supplementary legal opinion (I) Beijing JunZeJun Law Firm
About Guangdong Haomei New Materials Co.Ltd(002988)
Publicly issuing convertible corporate bonds and listing
Supplementary legal opinion (I)
JunZeJun [2021] securities Zi No. 2020-0110-2-1 to: Guangdong Haomei New Materials Co.Ltd(002988)
The exchange accepts the entrustment of the issuer to act as the issuer’s lawyer for the public issuance of convertible corporate bonds and listing of the issuer, in accordance with the company law, the securities law, the administrative measures and the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyer work report on public issuance of securities In accordance with the provisions of laws, administrative regulations, departmental rules and normative documents such as the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, On December 25, 2020, the bourse issued legal opinions and lawyer work report on this issuance and listing.
Whereas: Rongcheng audited the issuer’s balance sheet and consolidated balance sheet as of December 31, 2020, income statement and consolidated income statement, cash flow statement and consolidated cash flow statement, statement of changes in shareholders’ equity and consolidated statement of changes in shareholders’ equity and notes to financial statements during the reporting period, and issued a new audit report on February 5, 2021, The issuer has revised some contents of the prospectus (draft application) and other application documents. According to the provisions of normative documents such as the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), the lawyers of the firm shall, in accordance with the business standards recognized by the lawyer industry In accordance with the code of ethics and the spirit of diligence, the issuer
The legal issues involved in the relevant amendments to other application documents of the supplementary legal opinion (draft I) have been further verified and verified, and this supplementary legal opinion is issued.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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 and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Our lawyers have obtained the following written or oral confirmation and commitment from the issuer and relevant parties interviewed by our lawyers: (1) the originals of documents and materials provided or assisted by relevant parties are true and complete, and the sources are legal; (2) If the documents provided or assisted by the relevant parties are copies or copies, they shall be consistent and consistent with the original and the original; (3) The originals of the foregoing documents and materials are signed or signed by institutions or persons with legal authorization or authority; (4) The contents and information contained in the explanations, statements and signed documents made by the relevant parties are true, accurate and complete, and there are no false statements and records, misleading statements and records, or major omissions; And (5) the relevant parties have truthfully, accurately and completely provided the lawyers of this firm with all documents and materials required for issuing this supplementary legal opinion and disclosed all information required for issuing this supplementary legal opinion. Our lawyers make judgments on relevant legal matters based on independent and prudent inspection and the above statements of relevant parties.
All statements in this supplementary legal opinion are based on the documents and information examined by our lawyers. For those facts that are essential or necessary for the issuance of this supplementary legal opinion and are not supported by independent evidence, the relevant statements in this supplementary legal opinion rely on the corresponding statements made to our lawyers by relevant parties, government departments, relevant units or their authorized persons, as well as the certificates and confirmations issued. For those who have been determined by our lawyers in accordance with the principles of importance, relevance and prudence, in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms
Supplementary legal opinion (I) (Trial) has exhausted reasonable, sufficient and prudent means for verification, and has not found or confirmed the existence of facts. This supplementary legal opinion presumes that such facts do not exist.
In line with the practice standards of diligence and prudence, in the relevant documents and materials reviewed by our lawyers, if it is possible to check the original, they have been checked by our lawyers. If it is impossible to verify the original, our lawyers shall seek confirmation through interviews in accordance with the relevant provisions of the measures for the administration of law firms engaging in securities legal business and the practice rules for securities legal business of law firms (for Trial Implementation) Check by query and retrieval. In order to issue this supplementary legal opinion, our lawyers have also searched the official websites of relevant government departments, enterprises and institutions. Such information shall be regarded as the basic data and information directly provided to us by the Internet information publisher.
The lawyers of the firm have performed various statutory duties and special attention obligations within the scope of the lawyer’s profession. In accordance with the relevant provisions of 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 (Trial), the lawyers of the firm follow the principles of importance, relevance and prudence, and take reasonable, sufficient and Prudent inspection procedures and methods shall be adopted to verify the legal facts necessary for the lawyers of the exchange to make professional judgment on the issuance and listing, and express opinions on the legal issues that have a significant impact on the issuance and listing.
The exchange does not express opinions or make any confirmation or guarantee on any non legal matters (including but not limited to professional matters such as accounting, audit, capital verification and asset evaluation related to the issuer, or the commercial, financial or technical feasibility, ability to fulfill commitments, economic benefits, etc. of the issuance and listing scheme). The contents involved in this supplementary legal opinion are quoted by our lawyers in strict accordance with the reports issued by relevant intermediaries or the documents of the issuer after performing the general duty of care. Such quotations do not mean that we make any express or implied guarantee or guarantee for the legality, authenticity and accuracy of the relevant contents, Our lawyers are not qualified to verify and evaluate these documents and their contents.
Supplementary legal opinion (I) for the documents and materials obtained from relevant government departments, accounting firms, asset appraisal institutions and other public institutions on which this supplementary legal opinion is based, our lawyers have performed the general duty of care or conducted necessary inspection in accordance with relevant rules.
This supplementary 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. The exchange agrees to take this supplementary legal opinion as an integral part of the issuer’s application materials for this issuance and listing, and bear corresponding legal liabilities for this supplementary legal opinion according to law.
The exchange agrees that the issuer shall quote some or all of the contents of this supplementary legal opinion in the prospectus in accordance with the examination requirements of the CSRC, but shall not cause ambiguity, misinterpretation or confusion in the factual description and legal conclusion due to the quotation. Without the written consent of the exchange, no institution or individual shall modify, edit or sort out any content of this supplementary legal opinion. The right to interpret all or any part of the content and meaning of this supplementary legal opinion belongs to the exchange.
This supplementary legal opinion is a supplement to the legal opinion and lawyer work report. This supplementary legal opinion shall be understood and used together with the legal opinion and lawyer work report. In case of any inconsistency in content, this supplementary legal opinion shall prevail.
Unless otherwise specified, the abbreviations used in this supplementary legal opinion have the same meaning as those in legal opinion and lawyer work report.
Based on the above statement, in accordance with the relevant laws, regulations, rules and the relevant provisions of the CSRC, our lawyers hereby follow the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of checking and verifying the relevant documents and facts provided by the issuer, hereby issue the following supplementary legal opinions:
Supplementary legal opinion (I) I. issuer’s qualification as the subject of issuance and listing
Upon the inspection of the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer is a listed joint stock limited company established and validly existing according to law, and the issuer does not have any circumstances that should be terminated in accordance with the company law and the articles of Association; The contracts, agreements and other documents to which the issuer is a party that bind its property or behavior do not have legal obstacles that make the issuer unable to continue its business or should be terminated. In accordance with the principles of independence, objectivity, impartiality, prudence and importance, our lawyers examined the issuer’s business license, articles of association and other documents by means of written examination. Our lawyers believe that as of the date of issuance of this supplementary legal opinion, the issuer is still
