Notice of Beijing JunZeJun Law Firm on Guangdong Haomei New Materials Co.Ltd(002988) public issuance and listing of convertible corporate bonds
Supplementary legal opinions (II)
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.
Beijing JunZeJun Law Firm
About Guangdong Haomei New Materials Co.Ltd(002988)
Publicly issuing convertible corporate bonds and listing
Supplementary legal opinions (II)
JunZeJun [2021] securities Zi No. 2020-0110-3-1 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, The bourse has issued legal opinions and lawyer work report on this offering and listing on December 25, 2020, and supplementary legal opinions (I) on this offering and listing 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 have further verified 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 this supplementary legal opinion.
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.
The issuer guarantees that it has provided the original written materials, duplicate materials or oral testimony that the lawyers of the exchange consider necessary and true to issue this supplementary legal opinion. All facts and documents sufficient to affect this supplementary legal opinion have been disclosed to the lawyers of the exchange, and there is no concealment, falsehood or misleading. The issuer guarantees that the above documents and testimony are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the original. For the documents and materials obtained from relevant government departments, accounting firms and other public institutions on the basis of this supplementary legal opinion, our lawyers have performed the appropriate duty of care or conducted necessary verification in accordance with the relevant rules. Our lawyers only express legal opinions on the facts related to the issuer’s issuance and listing that have occurred and exist before the date of issuance of this supplementary legal opinion, but do not express opinions on accounting, audit and other professional matters related to the issuer. These 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 obligation of due diligence.
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. Our lawyers agree to take this supplementary legal opinion as an integral part of the issuer’s application materials for this issuance and listing, and bear the responsibility for this supplementary legal opinion.
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, but the quotation shall not lead to legal ambiguity or misinterpretation.
This supplementary legal opinion is a supplement to the legal opinion, lawyer’s work report and supplementary legal opinion (I). This supplementary legal opinion shall be understood and used together with the legal opinion, lawyer’s work report and supplementary legal opinion (I). In case of any inconsistency in content, this supplementary legal opinion shall prevail. The unchanged contents in legal opinion, lawyer work report and supplementary legal opinion (I) are still valid. Unless otherwise specified, the abbreviations used in legal opinion, lawyer work report and supplementary legal opinion (I) are still applicable to this supplementary legal opinion.
2. About dividends. The applicant is requested to further explain and disclose the dividends of the company in recent three years, and explain whether it meets the provisions of the articles of association and the conditions for the issuance of convertible bonds. The recommendation institution, accountants and lawyers are invited to give verification opinions.
(I) verification process
The lawyer of our firm has conducted the following verification and confirmation on the company’s dividend of the issuer in the last three years:
1. Examined in writing the issuer’s board of directors, shareholders’ meeting, periodic report, dividend return plan for three consecutive years (including the current year) after listing and other documents in the last three years;
2. Checked the provisions on dividends in the articles of association of the issuer in writing and compared them with the actual situation of the company;
3. The letter of commitment issued by the issuer and the actual controller of the issuer has been verified in writing.
(II) verification opinions
1、 Dividend distribution of the issuer in recent three years
According to the meeting documents of the issuer in the last three years and the notes issued by the issuer, the issuer did not pay dividends in 2018 and 2019.
On February 5, 2021, the issuer held the 10th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors, deliberated and adopted the 2020 profit distribution plan, comprehensively considered the sustainable development of the company, took into account the reasonable return to investors, combined with the current actual operation, cash flow and capital reserve of the company, and in accordance with the profit distribution policy in the articles of association, The board of directors of the company proposes that the profit distribution plan for 2020 is to distribute cash dividends of RMB 1.3 (including tax) to all shareholders for every 10 shares based on the total share capital of the company of 232.77 million shares, with a total cash dividend of RMB 30.2601 million (including tax).
No bonus shares will be given and no capital reserve will be converted into share capital. The remaining undistributed profits of the company are mainly used to supplement working capital or develop the company. This dividend is subject to the deliberation and approval of the company’s 2020 annual general meeting of shareholders.
For the above dividend matters, the controlling shareholder and actual controller of the company have made a commitment to enable the company to distribute profits in accordance with the provisions of the articles of association before issuing convertible corporate bonds, and the proportion of profits distributed in cash each year shall not be less than 20% of the distributable profits realized in the current year The cumulative cash dividends of the issuer for three consecutive years after listing shall not be less than 30% of the annual distributable profits realized for three consecutive years (including the current year) after listing, so as to ensure that the company meets the conditions for public issuance of convertible corporate bonds and the provisions of the articles of Association, and vote in favour at the board of directors and shareholders’ meeting involved in the deliberation of profit distribution.
2、 No dividend was paid in 2018 and 2019, which complies with the provisions of the articles of association at that time
The issuer made its initial public offering and listing on the Shenzhen Stock Exchange on May 18, 2020. The provisions on dividends in the articles of association before the issuer’s initial public offering and listing are as follows:
“Article 160 after the general meeting of shareholders of the company has made a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
Article 161 the profit distribution of the company shall pay attention to the reasonable return to investors, and the profit distribution policy shall maintain continuity and stability.
The company may distribute dividends in the form of cash or shares, and may make interim cash dividends.
If a shareholder occupies the company’s funds in violation of regulations, the company shall first deduct the funds occupied from the cash dividends to be distributed by the shareholder. “
Accordingly, the issuer’s failure to pay dividends in 2018 and 2019 does not violate the provisions of the articles of association at that time.
3、 The dividend to be paid this time complies with the provisions of the current articles of association
(I) provisions of the articles of Association
The provisions on dividends in the articles of association implemented after the issuer’s initial public offering and listing on Shenzhen Stock Exchange on May 18, 2020 are as follows:
“Article 160 the company’s profit distribution policy is:
(I) the profit distribution of the company shall pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. On the premise of considering the company’s profitability, development objectives, actual needs of development strategy, external financing costs and financing environment, a sustainable, stable and scientific return mechanism to investors shall be established. The company’s profit distribution policy should maintain continuity and stability.
(II) according to the actual situation, laws, regulations, normative documents and the relevant provisions of the articles of association, the company may distribute profits in the form of cash, combination of cash and shares or shares. The company can make interim cash dividends according to the company’s profits and capital needs. The accumulated cash dividends in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years.
(III) the company gives priority to cash dividends for profit distribution. The use of stock dividends for profit distribution shall have real and reasonable factors such as the growth of the company and the dilution of net assets per share.
Article 161 the conditions and proportion of profit distribution are as follows:
(I) when the company is profitable in the current year and meets the capital needs of the company’s normal production and operation, the company shall distribute dividends in cash, and the proportion of profits distributed in cash each year shall not be less than 20% of the distributable profits realized in the current year.
(II) the board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
1. If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
2. If the development stage of the company is mature and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall at least reach 40%;
3. If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the minimum proportion of cash dividends in this profit distribution shall reach 20%.
If the development stage of the company is difficult to distinguish, but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph. “Major capital expenditure arrangement” in the articles of association refers to one of the following situations:
1. The cumulative expenditure of the company’s proposed foreign investment, acquisition of assets or purchase of equipment in the next 12 months is expected to reach or exceed 20% of the company’s latest audited net assets and exceed 20 million yuan;
2. The company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure is expected to reach or exceed 10% of the company’s latest audited total assets.
(III) the company shall not pay cash dividends under any of the following circumstances:
1. The undistributed profit of the company is negative;
2. The year-end asset liability ratio of the company exceeds 75%;
3. The audit institution shall issue a non-standard and unqualified audit report on the annual financial report of the company. Under the above circumstances, the company shall disclose in the annual report the specific reasons why it is unable to determine the profit distribution plan for the current year according to the established cash dividend policy or the minimum cash dividend ratio, as well as the explicit opinions of the independent directors. The company’s profit distribution plan for the current year shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. Article 162 the profit distribution decision-making procedure of the company is as follows:
(I) the specific profit distribution plan of the company shall be submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors and the board of supervisors. The board of directors shall explain the use plan of retained undistributed profits in the profit distribution plan submitted to the general meeting of shareholders for deliberation. The independent directors and the board of supervisors shall express their opinions on the profit distribution plan. The company shall announce the opinions of the independent directors and the board of supervisors when issuing the notice of convening the general meeting of shareholders.
When the company formulates the specific cash dividend plan, the board of directors shall carefully study and demonstrate the timing, conditions and minimum proportion of the company’s cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Before the general meeting of shareholders deliberates on the specific scheme of cash dividend, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.
(II) if the company’s development stage, production and operation mode, profitability, investment planning, long-term development objectives or external business environment change, and it is really necessary to adjust the profit distribution policy, the board of directors of the company shall formulate a proposal for adjusting the profit distribution policy according to the change, and the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the exchange. The proposal on adjusting the profit distribution policy shall be submitted to the general meeting of shareholders of the company for deliberation after deliberation by the board of directors and the board of supervisors.
If the adjustment or change of the cash dividend policy is involved, the deliberation of the general meeting of shareholders shall be approved by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. The board of directors shall demonstrate in detail and explain the reasons in the profit distribution policy adjustment plan submitted to the general meeting of shareholders for deliberation, and the independent directors shall express independent opinions on the profit distribution policy adjustment plan. The company shall fully communicate with minority shareholders before the shareholders’ meeting
