Guohao law firm (Shenzhen)
About Malion New Materials Co.Ltd(300586)
Legal opinion on the resale of "Meilian convertible bonds"
To: Malion New Materials Co.Ltd(300586)
Guohao law firm (Shenzhen) (hereinafter referred to as "the firm") accepts the entrustment of Malion New Materials Co.Ltd(300586) (hereinafter referred to as "the company"), and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance"), the measures for the administration of convertible corporate bonds (hereinafter referred to as the "measures for the administration of bonds"), the Listing Rules of Shenzhen Stock Exchange GEM stocks (hereinafter referred to as the "Listing Rules") The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules") and other laws, regulations and normative documents, as well as the prospectus for the public issuance of convertible corporate bonds (hereinafter referred to as the "prospectus") According to the provisions of the Malion New Materials Co.Ltd(300586) bondholders' meeting rules (hereinafter referred to as the "bondholders' meeting rules"), legal opinions are issued on matters related to the resale of the company's convertible corporate bonds (i.e. "Meilian convertible bonds") (hereinafter referred to as the "resale").
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the relevant provisions of the current effective laws, regulations and normative documents and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
2. In order to issue this legal opinion, our lawyer reviewed the documents related to the resale provided by the company. The company guarantees that the documents provided to us are true, accurate, complete and effective, without concealment, falsehood and major omissions. If the documents are copies, they are consistent with the original, and if the documents are copies, they are consistent with the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers refer to or rely on the certificates or commitment documents issued by relevant government departments, companies or other relevant units and relevant personnel.
3. Our lawyer agrees that the board of directors of the company will take this legal opinion as the necessary legal document for the company's resale, and announce it together with other documents to be announced.
4. This legal opinion is only issued on the legal matters involved in the company's resale, and does not express opinions on the accounting, audit, asset evaluation, rating and other non legal professional matters involved in the resale. The reference in this legal opinion to the data and conclusions of professional documents such as accounting, audit, asset evaluation, rating and prospectus does not mean that our lawyers make any express or implied consent or guarantee for the authenticity of these data and conclusions, and our lawyers are not qualified to check and judge such data.
5. This legal opinion is only for the purpose of the company's resale. Without the consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above statement, our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Listing of convertible corporate bonds of the company
(I) the approval of the board of directors and the general meeting of shareholders on the issuance and listing of the company's convertible bonds
1. On May 29, 2019, the issuer held the 8th meeting of the 3rd board of directors, deliberated and passed the proposal on the company's compliance with the conditions for the public issuance of convertible corporate bonds on the gem, the proposal on the company's plan for the public issuance of convertible corporate bonds, and the proposal on the company's plan for the public issuance of convertible corporate bonds Proposal on the demonstration and analysis report of the company's public issuance of convertible corporate bonds, proposal on the feasibility analysis report of the company's public issuance of convertible corporate bonds, proposal on the report on the use of the company's previously raised funds Proposals related to the issuance of convertible corporate bonds, such as the proposal on diluting the immediate return, filling measures and relevant commitments of the company's public issuance of convertible corporate bonds, the proposal on Authorizing the board of directors to handle matters related to the public issuance of convertible corporate bonds, and submit these proposals to the general meeting of shareholders of the company for deliberation.
2. On June 14, 2019, the issuer held the fourth extraordinary general meeting of shareholders in 2019 and considered and approved the above proposals related to the issuance of convertible corporate bonds.
3. On October 29, 2019, the 12th meeting of the third board of directors was held, and the proposal on meeting the conditions for the company to publicly issue convertible corporate bonds on the gem, the proposal on adjusting the plan for the company to publicly issue convertible corporate bonds, and the proposal on the plan for the company to publicly develop and issue convertible corporate bonds (Revised Draft) were considered and adopted Proposal on the demonstration and analysis report (Revised Version) of the company's public issuance of convertible corporate bonds, proposal on the feasibility analysis report (Revised Version) of the company's public issuance of convertible corporate bonds, proposal on the report on the use of the company's previously raised funds Proposal on public issuance of convertible corporate bonds, instructions on diluting immediate return and filling measures (Revised Draft), etc.
4. On January 3, 2020, the 16th meeting of the third board of directors was held, and the proposal on meeting the conditions for the company to publicly issue convertible corporate bonds on the gem, the proposal on adjusting the plan for the company to publicly issue convertible corporate bonds, and the proposal on the plan for the company to publicly issue convertible corporate bonds (the second revised draft) were considered and adopted The proposal on the demonstration and analysis report of the company's public issuance of convertible corporate bonds (the second revised draft), the proposal on the feasibility analysis report of the company's public issuance of convertible corporate bonds to raise funds (the second revised draft), the proposal on the instructions for the public issuance of convertible corporate bonds to dilute the immediate return and filling measures (the second revised draft) Proposal on adjusting the implementation period of some investment projects with raised funds, etc.
5. On April 23, 2020, the issuer held the 20th meeting of the third board of directors, deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the public issuance of convertible corporate bonds and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the extension of the validity period of matters related to the public issuance of convertible corporate bonds, And submit such proposals to the general meeting of shareholders of the company for deliberation.
6. On May 18, 2020, the issuer held the 2019 annual general meeting of shareholders, deliberated and approved the above proposal related to the issuance of convertible corporate bonds, and extended the validity period of the resolution of the general meeting of shareholders and the validity period of the board of directors authorized by the general meeting of shareholders to handle the issuance matters with full power for 12 months.
7. On June 24, 2020, the issuer held the 21st Meeting of the third board of directors, deliberated and adopted the proposal on further clarifying the scheme of the company's public issuance of convertible corporate bonds, the proposal on the listing of the company's public issuance of convertible corporate bonds Proposals related to the listing of corporate bonds, such as the proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a tripartite supervision agreement. (II) approval of CSRC
On April 21, 2020, the China Securities Regulatory Commission issued the reply on Approving the Malion New Materials Co.Ltd(300586) public issuance of convertible corporate bonds (zjxk [2020] No. 618), approving the company to publicly issue convertible corporate bonds with a total face value of 206.74 million yuan for a period of six years.
(III) listing
On July 24, 2020, the issuer announced the announcement on the listing of Malion New Materials Co.Ltd(300586) publicly issued convertible corporate bonds. The issuer publicly issued 2.0674 million RMB convertible corporate bonds to the public, which were listed and traded on Shenzhen Stock Exchange on July 27, 2020. The bonds are referred to as "Meilian convertible bonds" for short, and the bond code is 123057, The duration of convertible corporate bonds starts from July 1, 2020 to June 30, 2026.
2、 Matters related to this resale
1. Paragraph 2 of Article 24 of the measures for the administration of issuance stipulates: "the prospectus shall stipulate that if the listed company changes the purpose of the raised funds announced, it shall give the bondholders the right to sell back at one time."
2. Paragraph 2 of Article 11 of the measures for the administration of bonds stipulates: "the prospectus may stipulate the terms of resale, which stipulates that the holders of convertible bonds may resell their convertible bonds to the issuer according to the conditions and prices agreed in advance. The prospectus shall stipulate that if the issuer changes the purpose of the raised funds, the holders of convertible bonds shall be given the right of one-time resale."
3、 Article 8.3.7 of the Listing Rules stipulates: "If the investment project of the raised funds is changed with the approval of the general meeting of shareholders, the listed company shall give the bondholders of the convertible company the right to sell back at one time within 20 trading days after the approval of the general meeting of shareholders. The announcement of the sale back shall be issued at least three times, including at least once before the implementation of the sale back and within five trading days after the announcement of the resolution of the general meeting of shareholders, and at least once during the implementation of the sale back Once, and the time for the release of the remaining resale announcement depends on the need. "
4. Article 39 of the detailed rules for the implementation stipulates: "during the duration of convertible corporate bonds, when the resale conditions agreed in the prospectus are met, the bondholders can resale some or all of the convertible corporate bonds that have not been converted into shares."
5、 The "additional resale terms" in the prospectus stipulates: "If there is a significant change in the implementation of the investment project of the raised funds of the company's convertible corporate bonds issued this time compared with the commitment of the company in the prospectus, and it is deemed to change the purpose of the raised funds or recognized by the CSRC as changing the purpose of the raised funds according to the relevant provisions of the CSRC, the holders of convertible corporate bonds have the right to sell back at one time. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the price of the face value of the bonds plus the accrued interest of the current period. After the additional resale conditions are met, the holder may carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out within the additional resale reporting period, the additional resale right shall not be exercised. "
6. On January 7, 2022, the issuer held the fourth meeting of the Fourth Board of directors, deliberated and adopted the proposal on terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital, It is agreed to terminate the "construction project of high concentration color masterbatch with an annual output of 20000 tons" and permanently supplement the working capital with the remaining raised funds totaling 114.5063 million yuan (the specific amount shall be subject to the fund balance of the special account at the time of actual carry forward). On the same day, the second meeting of the fourth session of the board of supervisors of the company considered and approved the proposal on terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital, and agreed to the above changes.
7. On January 24, 2022, the issuer held the first bondholders' meeting of Meilian convertible bonds in 2022, deliberated and adopted the proposal on terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital, It is agreed to terminate the "construction project of high concentration color masterbatch with an annual output of 20000 tons" and permanently supplement the working capital with the remaining raised capital of 114.5063 million yuan (the specific amount shall be subject to the fund balance of the special account at the time of actual carry forward), and it is agreed to the above changes.
8. On January 24, 2022, the issuer held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital, It is agreed to terminate the "construction project of high concentration color masterbatch with an annual output of 20000 tons" and permanently supplement the working capital with the remaining raised capital of 114.5063 million yuan (the specific amount shall be subject to the fund balance of the special account at the time of actual carry forward), and it is agreed to the above changes.
In conclusion, our lawyers believe that the company's convertible corporate bonds have met the relevant provisions on resale conditions in the issuance management measures, bond management measures, listing rules, implementation rules and the prospectus.
3、 Concluding observations
In conclusion, our lawyers believe that as of the issuance date of this legal opinion:
1. The company has fulfilled the internal approval procedures for terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital, which has been deliberated and approved by the bondholders' meeting and the general meeting of shareholders, and is in line with the provisions of relevant laws, regulations and normative documents such as the measures for the Administration of issuance, the measures for the administration of bonds, the listing rules, the implementation rules and so on;
2. If the resale conditions agreed in the additional resale clauses in the Prospectus have been met, the holders of the company's convertible corporate bonds may resell all or part of the convertible corporate bonds held by them that have not been converted to shares to the company in accordance with the provisions of the implementation rules, but shall make a resale declaration within the additional resale declaration period after the announcement of the company;
3. The company is also required to perform the procedures for the announcement of resale and the announcement of resale results in accordance with relevant laws, regulations, normative documents and the provisions of the prospectus.
This legal opinion is made in three originals without copies.
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[there is no text on this page, which is the signature page of Guohao law firm's legal opinion on the resale of Malion New Materials Co.Ltd(300586) "Meilian convertible bonds"]
Guohao law firm (Shenzhen)
Person in charge: Handling lawyer:
Ma zhuotan, Wang caizhang
Li Deqi
specific date
