Beijing Hairun Tianrui law firm
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
IPO and listing on GEM
Lawyer work report
[2020] Hai No. 080
Beijing, China
catalogue
interpretation...... 3 Introduction 5 I. approval and authorization of this issuance and listing of the joint stock company 8 II. Subject qualification of the joint stock company for this issuance and listing 12 III. substantive conditions for the issuance and listing of the joint stock company 13 IV. establishment of joint stock company 19 v. independence of the joint stock company 27 VI. existing shareholders and actual controllers of the joint stock company 29 VII. Share capital of joint stock company and its evolution 44 VIII. Business of the joint stock company 75 IX. related party transactions and horizontal competition 81 X. main properties of the joint stock company 85 Xi. Major creditor's rights and debts of the joint stock company 91 XII. Major asset changes and mergers and acquisitions of joint stock companies 96 XIII. Formulation and amendment of the articles of association of the joint stock company 97 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the joint stock company 98 XV. Directors, supervisors and senior managers of joint stock companies and their changes 16. Taxation of joint stock companies 106 XVII. Environmental protection, product quality and technical standards of the joint stock company 108 XVIII. Application of raised funds of joint stock companies 111 XIX. Business development objectives of the joint stock company 113 20. Litigation, arbitration or administrative punishment 114 21. Legal risk assessment of the prospectus of the joint stock company 115 XXII. Concluding comments one hundred and sixteen
interpretation
In this lawyer's work report, unless the context otherwise requires, the following words have the following meanings:
The issuer and joint stock company refer to Jilin West Point Pharmaceutical Technology Development Co., Ltd
Our firm and our lawyers refer to the handling lawyers of Beijing Hairun Tianrui law firm and Beijing Hairun Tianrui law firm for this offering and listing
CSRC refers to the China Securities Regulatory Commission
Legal service agreement refers to the legal service agreement on initial public offering and listing of A-Shares of Jilin West Point Pharmaceutical Technology Development Co., Ltd. signed by the exchange and the issuer
This issuance refers to the initial public offering of shares by a joint stock company and its listing on the gem
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of gem registration refer to the measures for the administration of gem IPO registration (for Trial Implementation)
The compilation and reporting rules No. 12 refers to the compilation and reporting rules No. 12 for information disclosure of public securities companies - legal opinions and lawyers' work reports on public securities issuance
The measures for the administration of lawyers' securities business refer to the measures for the administration of law firms engaging in securities legal business (Order No. 41 of the CSRC)
The practicing rules for lawyers' securities refer to the practicing rules for securities legal business of law firms (for Trial Implementation) announced by the CSRC and the Ministry of justice of the people's Republic of China [2010] No. 33
Lawyer's work report refers to the lawyer's work report issued by the exchange for the issuance and listing of the joint stock company
Legal opinion refers to the legal opinion issued by the exchange for the issuance and listing of the joint stock company
The GEM Listing Rules refer to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Tianhua pharmaceutical refers to Jilin Tianhua Pharmaceutical Co., Ltd., the predecessor of the issuer
The articles of association refers to the articles of association of Jilin West Point Pharmaceutical Technology Development Co., Ltd., which is currently effective and filed by the competent department of industrial and commercial registration of the issuer
On June 29, 2020, the second extraordinary general meeting of the issuer in 2020 adopted the articles of Association (Draft), which will take effect after listing
The prospectus of Jilin West Point Pharmaceutical Technology Development Co., Ltd. prepared by the issuer for this offering refers to the prospectus (application draft) of the company's initial public offering of shares and listing on the gem
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Refers to the audit report dhsz [2020] No. 006704 issued by Dahua certified public accountants for the issuance of the joint stock company
Refers to the verification report of non recurring profit and loss (dahuhe Zi [2020] No. 003980) issued by Dahua certified public accountants for the issuance of the joint stock company
Dahuhezi "explanation of tax payment of main taxes" issued by Dahua certified public accountants for this issuance refers to dahuhezi [2020] No. 003979 "authentication report of tax payment of main taxes"
Refers to the internal control assurance report [2020] No. 003978 issued by Dahua certified public accountants for the issuance of the joint stock company
Dingxin Lianchuang refers to Beijing Dingxin Lianchuang Investment Development Center (limited partnership), the former shareholder of the joint stock company
SDIC hi tech refers to the shareholder SDIC hi tech Investment Co., Ltd
The shareholder of the joint stock company Hengqin runhuiyi equity investment fund partnership (limited herunhuiyi refers to partnership), and its original enterprise name is Tianjin runhuiyi equity investment fund partnership (limited partnership)
The shareholder of the joint stock company, Hengqin Dingdian equity investment fund partnership (limited partnership), whose original name was Tianjin Dingdian equity investment fund partnership (limited partnership)
Refers to Dingdian Investment Management (beidingdian Investment Management Beijing) Co., Ltd., the fund manager of Hengqin Dingdian, the shareholder of the joint stock company
Xinqing investment refers to Panshi Xinqing Investment Center (limited partnership), the shareholder of the joint stock company
Heinong fund refers to Heilongjiang modern agriculture fund (limited partnership), the former shareholder of the joint stock company
Dingxin United refers to Beijing Dingxin United Investment Development Center (limited partnership), the shareholder of the joint stock company
Refers to the shareholder of the joint stock company, Hangzhou CHUANGHE selected venture capital partnership (limited partnership)
GMP refers to the good manufacturing practice for drugs (revised in 2010)
The reporting period refers to 2017, 2018 and 2019
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Beijing Hairun Tianrui law firm
About Jilin Xidian Pharmaceutical Technology Development Co., Ltd
IPO and listing on GEM
Lawyer work report
[2020] Hai No. 080 to: Jilin Xidian Pharmaceutical Technology Development Co., Ltd
According to the legal service agreement signed between the joint stock company and the exchange, the exchange accepts the entrustment of the joint stock company to act as the special legal adviser of the issuer for this issuance and listing.
According to the company law, the securities law, the measures for the administration of gem registration, the Compilation Rules No. 12, the measures for the administration of lawyers' securities business, the rules for lawyers' securities practice and other relevant laws, regulations and normative documents, as well as other relevant provisions of the CSRC, as well as the legal service agreement signed between the exchange and the issuer, In accordance with the professional standards, ethics and the spirit of diligence recognized by the lawyer industry, we express legal opinions and issue this lawyer's work report. introduction
1、 Brief introduction of the firm and the handling lawyer
(I) introduction to the exchange
The firm is a partnership law firm registered in accordance with the law with the approval of Beijing Municipal Bureau of justice in April 1997. The person in charge of the firm is Luo Huiyuan. The main businesses of the exchange now include: enterprise restructuring, initial stock issuance and listing, refinancing of listed companies, acquisition and reorganization of listed companies, financial business, litigation and arbitration, etc.
(II) introduction to handling lawyer
In order to complete the legal services for this issuance and listing, the exchange has established a project working group headed by lawyer Li Dongmei and lawyer Tao Tao, including 2 lawyers and 3 paralegals. Lawyer Li Dongmei and lawyer Tao Tao are the signing lawyers of the project.
Lawyer Li Dongmei, master, lawyer and partner of our firm, now holds lawyer practice certificate No. 11101200911671932. Lawyer Li Dongmei has successively undertaken joint-stock restructuring, stock issuance and listing, major asset restructuring, refinancing, and other enterprises such as Imeik Technology Development Co.Ltd(300896) , Beijing Bohui Science & Technology Co.Ltd(688004) , Beijing Balance Medical Technology Co.Ltd(688198) , Runner(Xiamen) Corp(603408) , Gohigh Data Networks Technology Co.Ltd(000851) , tus sound environmental resources Co., Ltd., Changzhou Almaden Co.Ltd(002623) , Shanxi Antai Group Co.Ltd(600408) , Shandong Kehui Power Automation Co.Ltd(688681) , Jiangxi Beirong recycling materials Co., Ltd., Tibet Cheezheng Tibetan Medicine Co.Ltd(002287) The shares are listed and transferred in the national small and medium-sized enterprise share transfer system. Tel.: 010-65219696; mail box: [email protected]. 。
Tao Tao, lawyer, master, lawyer of our firm, now holds the lawyer's practice certificate No. 11101201610425863. Lawyer Tao Tao has undertaken Gepic Energy Development Co.Ltd(000791) , Advanced Technology & Materials Co.Ltd(000969) , Beijing Capital Development Co.Ltd(600376) , Changzhou Almaden Co.Ltd(002623) , Anyang Iron & Steel Inc(600569) , Tibet Yun high tech energy Co., Ltd., Tibet Cheezheng Tibetan Medicine Co.Ltd(002287) and other legal affairs such as enterprise restructuring, stock issuance and listing, major asset restructuring, refinancing, asset securitization, state-owned equity transfer and so on. Tel.: 010-65219696; mail box: [email protected]. 。
2、 Explanation of the lawyers of the firm on the working process of issuing legal opinions and lawyers' work reports
After accepting the entrustment of the joint stock company, the exchange will appoint its lawyer as the special legal adviser for the issuance and listing of the joint stock company, provide legal services, and according to the facts that have occurred or exist before the date of issuance of the legal opinion and the lawyer's work report, as well as the current national laws The provisions of administrative regulations and normative documents will eventually form a legal opinion and this lawyer's work report. The process of the exchange preparing legal opinions and the lawyer's work report for the issuance and listing of joint-stock companies is as follows:
(I) due diligence
After accepting the entrustment, we assigned our lawyers to work on the site of the joint stock company, prepared the verification plan according to the relevant business rules, submitted the due diligence list of the verification items and materials required to the joint stock company, explained the contents and requirements of the due diligence list to the joint stock company in detail, and according to the progress of the project, Make appropriate adjustments to the due diligence matters, issue a supplementary due diligence list to the joint stock company, and require the joint stock company to supplement and provide relevant materials. Based on this, our lawyer obtained the relevant materials provided by the joint stock company and the explanation and confirmation of relevant issues.
For the materials and relevant explanations and confirmations provided by the joint stock company, if the lawyers of the firm only need written certificates to prove the inspection items in accordance with the relevant provisions of the lawyer's practice rules, they shall be compared and checked when the original certificate cannot be obtained
