Shanghai Yingming law firm
Inquiry letter on Yanan Bicon Pharmaceutical Listed Company(002411)
Special legal opinion
To: Yanan Bicon Pharmaceutical Listed Company(002411)
Shanghai Yingming law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as ” Yanan Bicon Pharmaceutical Listed Company(002411) ” or “the company”) on the relevant matters involved in the inquiry letter on Yanan Bicon Pharmaceutical Listed Company(002411) (annual report inquiry letter [2022] No. 1 of the company Department, hereinafter referred to as “the inquiry letter”) of Shenzhen Stock Exchange, Issue the special legal opinion of Shanghai Yingming law firm on the inquiry letter on Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as “the legal opinion”).
In order to issue this legal opinion, we and our lawyers hereby make the following statement:
1. the lawyers in this institute are in accordance with the existing laws and administrative regulations of People’s Republic of China, China, which do not include the China Hongkong Special Administrative Region, China Macao Special Administrative Region and Taiwan region of China. Express legal opinions on the provisions of departmental rules and relevant normative documents of Shenzhen Stock Exchange and the facts that have occurred or exist as of the date of issuance of this legal opinion; In this legal opinion, the lawyer of our firm determines whether certain matters or documents are legal and effective based on the applicable laws and administrative regulations when such matters occur or exist, and also takes full account of the approval and confirmation given by relevant government departments.
2. The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of relevant laws, administrative regulations and normative documents, followed the principles of diligence and good faith, and conducted sufficient verification and verification. There are no false records, misleading statements and major omissions in this legal opinion.
3. Our lawyer has obtained the following guarantee from Yanan Bicon Pharmaceutical Listed Company(002411) : that is, we have provided our lawyer with the original written materials, copy materials, electronic materials or oral testimony that are necessary, true, complete and effective for issuing this legal opinion, without any concealment, falsity, major omission or misleading, If the materials provided are copies or copies, they shall be consistent with the original or the original; The seals and signatures on relevant materials are authentic, and the signing of relevant documents must be legally authorized and effectively signed.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions as the basis for issuing this legal opinion. 5. This legal opinion only expresses legal opinions on legal issues in China related to this transaction. The exchange and the handling lawyer are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation and investment decision-making. 6. This legal opinion is only for Yanan Bicon Pharmaceutical Listed Company(002411) the purpose of answering the inquiry letter, and shall not be used for any other purpose or purpose without the written permission of the exchange. The exchange agrees to submit this legal opinion together with other materials to Shenzhen Stock Exchange and make relevant information disclosure. 7. The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on this legal opinion.
Text
On January 1, 2022, your company disclosed the announcement on receiving the decision on administrative supervision measures from Shaanxi regulatory bureau of China Securities Regulatory Commission, saying that the company had external guarantees that were not disclosed in accordance with the regulations. In September 2020, your company acquired Xuzhou BEIMENG Logistics Co., Ltd. (hereinafter referred to as “BEIMENG logistics”), but BEIMENG logistics provided guarantee for the controlling shareholder and actual controller of your company before the acquisition, totaling 2.796 billion yuan, which is still in the guarantee period; In May 2021, Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., which is controlled by your company, provided pledge guarantee for Shanghai Banghua International Trade Co., Ltd. with a certificate of deposit of RMB 80 million. The above guarantee matters did not fulfill relevant review procedures and information disclosure obligations.
Our department is concerned about this and asks your company to verify and explain the following matters: 3. Please supplement and disclose whether the above guarantee matters touch the risk warning situations specified in articles 13.3 and 13.4 of the stock listing rules (revised in 2020), if so, The company is requested to submit an application for the implementation of other risk warnings for shares in accordance with Article 13.6 of the stock listing rules (revised in 2020) and other relevant provisions of the exchange, and invite independent directors and lawyers to express their clear opinions.
reply:
1、 Articles 9.8.1 and 9.8.2 of the stock listing rules (revised in 2022) of Shenzhen Stock Exchange stipulate as follows:
Article 9.8.1: “if a listed company is under any of the following circumstances, the bourse shall implement other risk warnings for its stock trading:
(I) the company has serious capital occupation;
(II) the company provides external guarantee in violation of the prescribed procedures and the situation is serious;
(III) the board of directors and the general meeting of shareholders of the company cannot hold a meeting normally and form a resolution;
(IV) the company has been issued an internal control audit report or assurance report that cannot express opinions or negative opinions in the latest year;
(V) the company’s production and operation activities are seriously affected and it is expected that they will not return to normal within three months;
(VI) the company’s main bank account is frozen;
(VII) the net profit of the company before and after deducting non recurring profits and losses in the last three fiscal years, whichever is lower, is negative, and the audit report of the latest year shows that there is uncertainty in the company’s ability to continue operating;
(VIII) other circumstances recognized by the exchange. “
Article 9.8.2: “article 9.8.1 (I) of these rules” The existence of fund occupation and serious situation mentioned in item means that the balance of funds occupied by the controlling shareholder or related person of the controlling shareholder of the listed company is more than 10 million yuan, or accounts for more than 5% of the company’s latest audited net assets, and there is no feasible solution, or although the solution is proposed, it is expected to be unable to be solved within one month.
The provision of external guarantees in violation of the prescribed procedures mentioned in Item (II) of article 9.8.1 of these rules means that the balance of external guarantees provided by the listed company in violation of the prescribed procedures (except for those guaranteed to subsidiaries within the scope of the consolidated statements of the listed company) is more than 10 million yuan, or accounts for more than 5% of the latest audited net assets of the listed company, And there is no feasible solution, or although the solution is proposed, it is expected that it can not be solved within one month.
”
2、 Basic information of the above guarantee matters of the company
According to the information and instructions provided by the company and the suggestive announcement on the possible implementation of other risk warnings on the company’s shares (Announcement No.: 2022-003) disclosed by the company on January 14, 2021, Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., which is controlled by the company, provides pledge guarantee for Shanghai Banghua International Trade Co., Ltd. (hereinafter referred to as “pledge of large amount certificate of deposit”) with RMB 80 million certificate of deposit.
In addition, according to the information and instructions provided by the company, in addition to the above large deposit pledge, the company did not disclose the guarantee in accordance with the provisions, involving an amount of 2.796 billion yuan (hereinafter referred to as “this guarantee”), as follows:
Date of signing the guarantee agreement involving the guaranteed amount of the creditor and the debtor
Yan’an Dingyuan investment (Group) Xinyi Bikang new pharmaceutical industry 800 million yuan April 23, 2020
Limited company complex Investment Co., Ltd
Huarong Securities Co., Ltd. Xinyi Bikang new pharmaceutical industry 1260.84 million yuan June 18, 2020
Complex Investment Co., Ltd
Huarong Securities Co., Ltd. Li zongsong 704.54 million yuan June 18, 2020
Xiamen International Bank Co., Ltd. Xinyi Bikang new pharmaceutical industry 30.4 million yuan July 29, 2020
Company complex Investment Co., Ltd
3、 Whether the guarantee involves the risk warning situations specified in articles 9.8.1 and 9.8.2 of the stock listing rules (revised in 2022) of the exchange
（1） Cancellation of pledge of certificate of deposit
According to the information and instructions provided by the company and the company’s share certificate on January 14, 2022
According to the suggestive announcement (Announcement No.: 2022-003) that may be subject to other risk warnings, the pledge guarantee of certificate of deposit has been lifted on August 16, 2021.
（2） Cancellation of this guarantee
According to the information and confirmation provided by the company, the release steps of this guarantee are as follows:
1. The company coordinates with each company to complete the release of the physical assets of BEIMENG logistics;
2. Transfer the physical assets of BEIMENG logistics to the company after the seizure of the physical assets of BEIMENG logistics is lifted;
3. The company signed the equity transfer agreement with Xinyi Chiheng Logistics Co., Ltd. (a company outside the merger scope of the company) on January 19, 2022, and transferred 100% equity of BEIMENG logistics to Xinyi Chiheng Logistics Co., Ltd. at the equity transfer price of RMB 50000.
According to the equity transfer agreement provided by the company and the notice of approval for change of registration issued by Xinyi market supervision and Administration Bureau, the change of the shareholder of BEIMENG logistics from the company to Xinyi Chiheng Logistics Co., Ltd. has been approved. According to the description of the company and the public search of our lawyers, Xinyi Chiheng Logistics Co., Ltd. has no affiliated relationship with the company, and its directors, supervisors and senior managers do not concurrently serve as directors, supervisors and senior managers in the company.
According to the letter of commitment on solving fund occupation and illegal guarantee issued by Li zongsong, the actual controller of the company, Li zongsong promised to remove the guarantee involved in BEIMENG logistics before January 27, 2022. If the guarantee causes losses to the company, he will make up for them with his own assets.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, 100% equity of BEIMENG logistics has been changed to a third-party entity outside the scope of the company’s consolidated statements, BEIMENG logistics still needs to perform the obligations of notifying its creditors according to its relevant contracts, and the illegal guarantee matters involved in the company have been lifted according to the principle of relativity of contracts, There is no need to bear the guarantee liability, and there are no other risk warnings required by articles 9.8.1 and 9.8.2 of the stock listing rules (revised in 2022) in the illegal guarantee matters involved by the company. (there is no text below, and the next page is the signature page)
(there is no text on this page, which is the signature page of the special legal opinion of Shanghai Yingming law firm on the inquiry letter on Yanan Bicon Pharmaceutical Listed Company(002411) )
ending
This legal opinion is issued on January 27, 2022.
This legal opinion is made in three originals.
Handling lawyer of Shanghai Yingming law firm:
Person in charge: Chen Zhijun
Xue Hong Li
