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 (III)
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 (III)
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 17 VI. main property of the issuer 29 VII. Major creditor’s rights and debts of the issuer VIII. Tax of the issuer 35 IX. environmental protection, product quality, technology and other standards of the issuer 38 X. litigation, arbitration or administrative punishment 40 Xi. Legal risk description of the prospectus 40 XII. Concluding comments forty
Interpretation of supplementary legal opinion (III)
Unless the context otherwise requires, the following words used in this supplementary legal opinion have the following specific meanings:
The reporting period refers to January June of 2018, 2019, 2020 and 2021
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 issuance 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 [2020] securities Zi No. 2020-0110-1-2)
The supplementary legal opinion (I) issued by Beijing JunZeJun Law firm for this issuance and listing refers to the supplementary legal opinion (I) on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds (JunZeJun [2021] securities)
2020-0110-1-3)
The supplementary legal opinion (II) issued by Beijing JunZeJun Law firm for this issuance and listing refers to the supplementary legal opinion (II) on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds (JunZeJun [2021] securities)
2020-0110-1-4)
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 (III) Beijing JunZeJun Law Firm
About Guangdong Haomei New Materials Co.Ltd(002988)
Publicly issuing convertible corporate bonds and listing
Supplementary legal opinion (III)
JunZeJun [2021] securities Zi No. 2020-0110-4-1 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 III) were further verified and verified, and the supplementary legal opinion (I) was issued on February 22, 2021.
Whereas the issuance Supervision Department of the CSRC issued the letter on preparing for the Guangdong Haomei New Materials Co.Ltd(002988) issuance and Examination Commission meeting on March 2, 2021, according to the relevant requirements of the CSRC, Our lawyers further checked and verified the legal issues involved in the relevant amendments to the letter on making preparations for the Guangdong Haomei New Materials Co.Ltd(002988) issuance and examination committee meeting, the issuer’s prospectus (last draft) and other application documents, and issued supplementary legal opinions (II) on March 15, 2021.
In view of the issuer’s announcement of the 2021 semi annual report on August 24, 2021, and the issuer’s modification of some contents in the prospectus (draft application) and other application documents in accordance with the 2021 semi annual report, our lawyers, in accordance with the measures for the administration of law firms engaging in securities legal business In accordance with the provisions of the securities legal business practice rules of law firms (for Trial Implementation) and other normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this supplementary legal opinion is issued after further verification and verification of the legal issues involved in the relevant amendments to other application documents of the issuer’s prospectus (declaration draft).
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) The documents provided or assisted by the relevant parties are copies or duplicates
If the printed copy of supplementary legal opinion (III) is 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 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 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 securities legal business of law firms and the rules for the practice of securities legal business of law firms (Trial), and in accordance with the principles of importance, relevance and prudence, within a reasonable range,
Supplementary legal opinion (III) adopt reasonable, sufficient and prudent inspection procedures and methods 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.
For the documents and materials obtained from relevant government departments, accounting firms, asset appraisal institutions and other public institutions on the basis of this supplementary legal opinion, our lawyers have performed the general duty of care or conducted necessary inspection in accordance with the 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 or compile any content of this supplementary legal opinion
