Guangdong Huashang law firm
About Hunan Huamin Holdings Co.Ltd(300345)
Issuance of shares to specific objects in 2021
of
Legal opinion
21-25 / F, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen postcode (P.C.): 518048
21-25 / F, China Travel Service Tower, 4011 shennanavenue, Futian District, Shenzhen, China Tel: 0755-8302555 Fax: 0755-83025068
website: http://www.huashang.cn.
January 2002
Guangdong Huashang law firm
About Hunan Huamin Holdings Co.Ltd(300345)
Issuance of shares to specific objects in 2021
Legal opinion
To: Hunan Huamin Holdings Co.Ltd(300345)
Entrusted by Hunan Huamin Holdings Co.Ltd(300345) (hereinafter referred to as "the issuer"), Guangdong Huashang law firm (hereinafter referred to as "the firm") acted as the special legal adviser for the issuer to issue RMB common shares (hereinafter referred to as "the offering") to specific objects in 2021.
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law"), and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "Registration Measures") The measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), In accordance with the requirements of the rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance issued by the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, Issue this legal opinion of Guangdong Huashang law firm on issuing shares to specific objects in Hunan Huamin Holdings Co.Ltd(300345) 2021 (hereinafter referred to as "this legal opinion").
In order to issue this legal opinion, the exchange (including the signing lawyer assigned by the exchange to handle this issuance) hereby makes the following statement:
(I) in accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation) and 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.
(II) the issuance of this legal opinion by the exchange is based on the issuer's assurance to the exchange that the issuer has provided the exchange with written materials or oral statements necessary for the issuance of this legal opinion, and all facts and materials sufficient to affect this legal opinion have been disclosed to the exchange; The materials and statements provided by the issuer to the exchange are true, accurate and complete without any false records, misleading statements or major omissions. The signatures and / or seals on all materials are true and valid, and the relevant copies or copies are consistent with the original or the original. (III) for the fact that this legal opinion is very important and not supported by independent evidence, this exchange shall make judgment based on the supporting documents issued by the issuer, relevant government departments and other relevant institutions, organizations or individuals and after careful verification.
(IV) in this legal opinion, the exchange only expresses opinions on legal matters within the territory of the people's Republic of China (hereinafter referred to as "China") related to this offering, and does not express opinions on legal matters in any other jurisdiction outside China, nor on professional matters such as accounting, audit, asset evaluation and investment decision-making; The reference of some data and / or conclusions in professional documents such as capital verification report, financial statements, audit report, audit or assurance report, asset evaluation report and securities issuance recommendation in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data or conclusions.
The exchange issues concluding opinions on relevant matters according to statutory requirements and makes judgments only based on the legal professional knowledge and general knowledge in other aspects. Therefore, the exchange requests users of this legal opinion to make comprehensive judgments in combination with the legal opinions and other professional knowledge of the exchange.
(V) the exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the application documents for this issuance or in accordance with the review requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), but the issuer shall not cause legal ambiguity or misinterpretation due to quotation. (VI) the exchange agrees that the issuer shall take this legal opinion as one of the legal documents for applying for this issuance and submit it together with other application materials. This legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
catalogue
interpretation...... 5 text 7 I. approval and authorization of this issuance 7 II. Subject qualification of this offering 11 III. substantive conditions of this offering 11 IV. establishment of the issuer 14 v. independence of the issuer Vi. major shareholders and actual controllers of the issuer 15 VII. The share capital of the issuer and its evolution 16 VIII. Business of the issuer 16 IX. related party transactions and horizontal competition 16 X. main property of the issuer 17 Xi. Major creditor's rights and debts of the issuer 19 XII. Major asset changes and mergers and acquisitions of the issuer 19 XIII. Amendment to the articles of association of the issuer 20 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 20 XV. Directors, supervisors and senior managers of the issuer and their changes 20 XVI. Tax of the issuer 21 XVII. Environmental protection, product quality, technology and other standards of the issuer 21. Application of funds raised by the issuer 22 XIX. Business development objectives of the issuer 22 XX. Litigation, arbitration or administrative punishment twenty-two
21、 The general conclusion of this offering twenty-three
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
Hunan Huamin Holdings Co.Ltd(300345) is issued by Hunan Hongyu wear resistant new material Co., Ltd
Refers to the name change of the limited company; As the context requires, it can also include subsidiaries within the scope of its consolidated statements
company
Hunan Hongyu wear-resistant New Material Co., Ltd. is the issuer's overall change into a joint stock company, Hongyu Co., Ltd
Former limited liability company
Controlling shareholder, Jianxiang
Refers to Hunan jianxianghuihong Industrial Investment Co., Ltd., the controlling shareholder of the issuer
Huihong
Taoyuan Xianghui refers to Taoyuan Xianghui Agricultural Investment Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Tianzhi international means Tianzhi International Certified Public Accountants (special general partnership)
Sponsor refers to Minsheng Securities Co., Ltd
This issuance refers to the issuance of shares to specific objects in Hunan Huamin Holdings Co.Ltd(300345) 2021
The firm / Chinese merchant refers to Guangdong Chinese merchant law firm
The lawyer of the exchange refers to the signing lawyer assigned by the exchange to handle the issuance
The reporting period / last three months refer to January September of 2018, 2019, 2020 and 2021
Annual issue
Lawyer work daily Guangdong Huashang law firm on Hunan Huamin Holdings Co.Ltd(300345) 2021
Annual report on the work of lawyers issuing shares to specific objects
The Hunan Huamin Holdings Co.Ltd(300345) issuance plan prepared by the issuer for the purpose of this issuance refers to
Plan for issuing shares to specific objects in 2021
The audit report refers to the audit report numbered Tian Ye Ye Zi [2019] i3qus, Tian Ye Zi [2020] 107 and Tian Ye Zi issued by Tianzhi international for the issuer in 2018, 2019 and 2020
[2021] No. 19924 audit report can also refer to one of these audit reports according to the context of this legal opinion
The articles of association refers to the Hunan Huamin Holdings Co.Ltd(300345) articles of association in force of the issuer
The 15th Securities Law of the Standing Committee of the 13th National People's Congress on December 28, 2019 refers to the securities law of the people's Republic of China adopted and amended at the meeting and implemented as of March 1, 2020
On October 26, 2018, the sixth meeting of the Standing Committee of the 13th National People's Congress proposed to amend the company law of the people's Republic of China, which will come into force on October 26, 2018
The Registration Measures refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) implemented from June 12, 2020
Q & A on issuance Supervision issued by China Securities Regulatory Commission on February 14, 2020
Answer: regulatory requirements for regulating the financing behavior of listed companies (Revised Version)
The people's Republic of China, for the convenience of the expression of this legal opinion, does not include the Hong Kong Special Administrative Region in China and the territory of China
Administrative region, Macao Special Administrative Region, Taiwan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Text
1、 Approval and authorization of this offering
(I) approval and authorization obtained for this issuance
1. On November 19, 2021, the issuer held the 24th Meeting of the 4th board of directors, The proposal on the company meeting the conditions for issuing shares to specific objects, the proposal on the company's plan for issuing shares to specific objects in 2021, the proposal on the company's plan for issuing shares to specific objects in 2021, and the proposal on the demonstration and analysis report of the company's plan for issuing shares to specific objects in 2021 were reviewed and adopted Proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021, proposal on the need for the company to prepare the report on the use of funds raised in the previous time, proposal on the establishment of a special account for funds raised by issuing shares to specific objects, proposal on related party transactions involved in issuing shares to specific objects and related party transactions with specific objects
This issuance constitutes a connected transaction, and the issuer's connected directors Ouyang Shaohong and Luo Feng evaded the voting on relevant proposals.
2. On December 15, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, The proposal on the company meeting the conditions for issuing shares to specific objects, the proposal on the company's plan for issuing shares to specific objects in 2021, the proposal on the company's plan for issuing shares to specific objects in 2021, and the proposal on the demonstration and analysis report of the company's plan for issuing shares to specific objects in 2021 were reviewed and adopted Proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021, proposal on the need for the company to prepare the report on the use of funds raised in the previous time, and proposal on the establishment of a special account for funds raised by issuing shares to specific objects this time Proposal on related party transactions involved in the issuance of shares to specific objects and signing the conditional effective share subscription agreement with specific objects, proposal on submitting to the general meeting of shareholders for approval of Ms. Ouyang Shaohong's exemption from increasing the company's shares by offer, and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle the issuance of shares to specific objects with full power
