Legal opinion of Beijing JunZeJun Law Firm on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds
11th floor, Jinbao building, No. 89 Jinbao Street, Dongcheng District, Beijing zip code: 100005
11F, Jinbao Tower, 89 Jinbao Street, Dongcheng District, Beijing 10005, P.R.C.
Tel: (86-10) 6652 3388 Fax: (86-10) 6652 3399
Website: www.junzejun.com com.
catalogue
catalogue 1 interpretation 2 text seven
1、 Authorization and approval of this offering seven
2、 The subject qualification of this issuance and listing nine
3、 The substantive conditions for this offering and listing nine
4、 Independence of the issuer seventeen
5、 Major shareholders and actual controllers of the issuer seventeen
6、 The share capital and evolution of the issuer eighteen
7、 Issuer’s business twenty
8、 Related party transactions and horizontal competition twenty-one
9、 The principal property of the issuer twenty-four
10、 Significant creditor’s rights and debts of the issuer twenty-five
11、 Major asset changes and mergers and acquisitions of the issuer twenty-six
12、 Formulation and amendment of the issuer’s articles of Association twenty-six
13、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors twenty-seven
14、 Directors, supervisors and senior managers of the issuer and their changes twenty-eight
15、 Issuer’s tax twenty-nine
16、 The issuer’s environmental protection, product quality, technology and other standards thirty
17、 Application of the issuer’s share raising funds thirty-two
18、 The issuer’s business development objectives thirty-two
19、 Litigation, arbitration or administrative punishment thirty-two
20、 Evaluation on the legal risk of the issuer’s prospectus (draft application) thirty-three
21、 Concluding observations thirty-three
interpretation
Unless the context otherwise requires, the following words used in this legal opinion have the following specific meanings:
Guangdong Haomei New Materials Co.Ltd(002988) , formerly known as Qingyuan Meigao new issuer, Haomei Co., Ltd. and alloy profile Co., Ltd., changed its name to Guangdong Haomei Aluminum Co., Ltd. Guangdong Haomei New Materials Co.Ltd(002988) refers to Meimei Aluminum Co., Ltd. on August 19, 2009, and changed its overall name to Guangdong Haomei Aluminum Co., Ltd. on September 26, 2012, On September 20, 2017, it was renamed Guangdong Guangdong Haomei New Materials Co.Ltd(002988) Co., Ltd
Becklow refers to Guangdong becklow curtain wall door and window system Co., Ltd., a wholly-owned subsidiary of the issuer
Kejian decoration refers to Qingyuan Kejian door, window and curtain wall decoration Co., Ltd., a wholly-owned subsidiary of bekelo
Exquisite special material refers to Guangdong exquisite special profile Co., Ltd., a wholly-owned subsidiary of the issuer
Haomei aluminum products refers to Haomei aluminum products Co., Ltd., a wholly-owned subsidiary established by the issuer in Hong Kong Special Administrative Region of China
Exquisite investment refers to Qingyuan exquisite Investment Co., Ltd
Kejian industry refers to Qingyuan Kejian Industrial Investment Co., Ltd
Qingyuan Haomei Investment Holding Group Co., Ltd., the issuer’s holding stock Haomei holding refers to the East, formerly known as Qingyuan Haomei Aluminum Co., Ltd. and Qingyuan Haomei Investment Holding Co., Ltd
Nanjin trading company, shareholder of the issuer
Helifu refers to Qingyuan helifu investment enterprise (limited partnership) and the shareholder of the issuer
Taihe investment refers to Qingyuan Taihe Investment Consulting Co., Ltd
This issuance refers to the issuer’s public issuance of A-share convertible corporate bonds with a total amount of no more than RMB 824 million (including RMB 824 million)
The reporting period refers to the period from January 1, 2017 to September 30, 2020
The last three years refer to 2017, 2018, 2019 and January September 2020
Rongcheng refers to Rongcheng Certified Public Accountants (special general partnership), the issuer’s audit institution
Beijing JunZeJun Law Firm
Audit report refers to the audit report issued by Rong Cheng on January 20, 2020 (Rong Cheng Shen Zi [2020] No. 230z0059)
Prospectus (declaration refers to the public issuance of convertible bonds by Guangdong Guangdong Haomei New Materials Co.Ltd(002988) Co., Ltd.); corporate bond prospectus (declaration draft)
CSRC refers to the Securities Regulatory Commission of the people’s Republic of China
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China (revised in 2018)
Securities Law means the securities law of the people’s Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies (revised in 2020)
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
The articles of association refers to the Guangdong Haomei New Materials Co.Ltd(002988) articles of association in force
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note 1 note 1: except for special circumstances, the values quoted in this 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.
Beijing JunZeJun Law Firm
About Guangdong Haomei New Materials Co.Ltd(002988)
Publicly issuing convertible corporate bonds and listing
Legal opinion
JunZeJun [2020] securities Zi No. 2020-0110-1-1 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, in accordance with the company law, the securities law, the administrative measures and the rules for the preparation and reporting of information disclosure by companies offering securities to the public No. 12 – legal opinions and lawyer work report on public issuance of securities This legal opinion is issued 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 recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry.
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 legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to 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 shall 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 legal opinion and disclosed all information required for issuing this 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 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 legal opinion and are not supported by independent evidence, the relevant statements in this 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 facts that have not been found or confirmed within the reasonable scope determined by our lawyers in accordance with the principles of importance, relevance and prudence, we have exhausted reasonable, sufficient and careful means to check 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 (for Trial Implementation), This 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 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 our office 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 Through prudent inspection procedures and methods, check and verify the legal facts required by our lawyers to make professional judgment on this issuance, and express opinions on legal issues that have a significant impact on this issuance.
The exchange does not give 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 scheme). The contents involved in this 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 quotation does 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.
For the documents and materials obtained from relevant government departments, accounting firms, asset appraisal institutions and other public institutions on which this legal opinion is based, our lawyers have performed the general duty of care or conducted necessary inspection in accordance with the relevant rules.
This legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The exchange agrees to take this legal opinion as an integral part of the issuer’s application materials for this issuance, and bear corresponding legal liabilities for this legal opinion according to law.
The exchange agrees that the issuer shall quote the contents of this legal opinion in part or in whole 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 legal opinion. The right to interpret all or any part of the content and meaning of this legal opinion belongs to the exchange.
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 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 legal opinions:
Text
1、 Authorization and approval of this offering
(I) the board of directors of the issuer has made a resolution on this issuance and listing
1. On November 18, 2020, the issuer issued a notice to all directors to convene the ninth meeting of the third board of directors
