Guangdong Huashang law firm
About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Special verification of strategic investors in initial public offering and listing on GEM
Legal opinion
Guangdong Huashang law firm
CHINA COMMERCIAL LAW FIRM. GUANG DONG
21-25 / F, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen
21-25/F,CTS Building,No.4011,ShenNan Road,Shenzhen PRC.
Tel: 0086-755-8302555 Fax: 0086-755-83025068
Postal code (P.C.): 518048 website http://www.huashang.cn.
Guangdong Huashang law firm
About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Special verification of strategic investors for initial public offering and listing on GEM
of
Legal opinion
To: Huatai United Securities Co., Ltd
Guangdong Huashang law firm (hereinafter referred to as “the firm”) is entrusted by Huatai United Securities Co., Ltd. (hereinafter referred to as “sponsor (lead underwriter)”, “lead underwriter” and “Huatai united”) on the employee stock ownership collective asset management plan of Huatai Hualan vaccine home No. 1 gem (hereinafter referred to as “Hualan vaccine home No. 1 employee asset management plan”) Huatai Innovation Investment Co., Ltd. (hereinafter referred to as “Huatai innovation”) participated in the strategic placement of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “the issuer”) in the initial public offering of shares and listing on the gem (hereinafter referred to as “the issuance”), and on the basis of full verification, The handling lawyer of the firm (hereinafter referred to as “the lawyer of the firm”) issues this legal opinion.
The lawyers of this firm are in accordance with the securities law of the people’s Republic of China (Order No. 37 of the president of the people’s Republic of China) (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and underwriting (Order No. 144 of the China Securities Regulatory Commission) (hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of initial public offerings of gem (for Trial Implementation) (CSRC order [No. 167]), special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as the “special provisions”), practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (SZS [2021] No. 919) (hereinafter referred to as the “implementation rules”) This legal opinion is issued in accordance with the provisions of the code for underwriting of initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and other laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the issuance of this legal opinion, our lawyer hereby makes the following important tips and statements:
1. In accordance with the provisions of the securities law, 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 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, responsibility and good faith, According to the requirements of the implementation measures and other laws, regulations and normative documents, the strategic investors of this issuance shall be checked to ensure that the facts identified in this 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.
2. In order to issue this legal opinion, our lawyers checked the matters related to the strategic investors involved in this issuance and consulted the documents that our lawyers considered necessary to issue this legal opinion.
3. The issuer, the recommendation institution (lead underwriter) and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the exchange are true, accurate and complete, and there is no concealment, omission, falsehood or misleading; The materials and documents have not changed on the date of providing to the exchange and the date of issuing this legal opinion. 4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony, written statements or copies of documents issued or provided by relevant government departments, other units or individuals to issue legal opinions.
5. This legal opinion is only used by the issuer for the purpose of verifying the qualification of strategic investors in this offering, and shall not be used by anyone for any other purpose without the written permission of the exchange.
6. Our lawyers agree to take this legal opinion as one of the necessary documents for this issuance, record it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
Based on the above tips and statements, in accordance with the relevant requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have consulted the relevant documents and facts provided by the issuer, the sponsor (lead underwriter) and the strategic investor, and now issue the following legal opinions:
1、 Basic information of strategic investors
According to Article 32 of the implementation rules, investors participating in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation; (IV) the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company that actually controls the recommendation institution if the follow-up investment is implemented in accordance with the provisions of these rules; (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules.
According to the information provided by the lead underwriter, the specific information of strategic investors participating in the strategic placement of this offering is as follows:
Serial number name of strategic investor type of investor
The senior management and core employees of the issuer of Hualan vaccine home No. 1 participated in the special asset management plan established by the asset management plan of the strategic placement
2. Related subsidiaries of Huatai innovation (contingent) sponsor
(I) Hualan vaccine home No. 1 employee information management plan
1. Basic information
According to the business license, articles of association and relevant filing certificates and other materials provided by the issuer and Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd. (hereinafter referred to as “Huatai asset management”), and verified by our lawyers, as of the date of issuance of this legal opinion, Hualan vaccine home No. 1 employee asset management plan currently exists legally and relevant filing procedures have been completed, The basic information of Hualan vaccine home No. 1 employee information management plan is as follows:
Name: Huatai Hualan vaccine home No. 1 gem ESOP collective asset management plan
Date of establishment: December 23, 2021
Filing time: December 28, 2021
Filing Code: stm987
The scale of raised funds is 252.1 million yuan (excluding breeding interest)
Manager Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
Custodian China Merchants Bank Co.Ltd(600036) Zhengzhou Branch
Actual controlling entity Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
2. Actual dominant subject
According to the asset management contract of Hualan vaccine home No. 1 employee asset management plan, Hualan vaccine home No. 1 employee asset management plan does not set up a share holder meeting and daily organization, and the investment decision is made by Huatai asset management according to the asset management contract
Therefore, Huatai asset management, the manager of Hualan vaccine home No. 1 employee asset management plan, is the actual dominant subject, not the senior management or core employees of the issuer.
3. Investors
Serial number name: whether the position held by the issuer is the corresponding asset management subscription of the issuer, the proportion of participation in the plan of directors, supervisors and senior managers of asset management planners (10000 yuan)
1. The deputy general manager of an wenjue is 11.11% 2800
2 LV Chengyu, chief financial officer and Secretary of the board of directors, is 11.11% 2800
3 Zhang Yongchao Quality Director no 7.14% 1800
4 Xing Ying sales manager no 7.14% 1800
5 Wang Bei regional manager no 6.35% 1600
6 Kang Juntao regional manager no 6.35% 1600
7 Jia Yongli regional manager no 6.35% 1600
8 Yang Yong regional manager no 6.35% 1600
9 Ma Lianhao regional manager no 6.35% 1600
10 Han Bin quality control department manager no 3.17% 800
11 Yan Kai engineering manager no 3.17% 800
12 Cui Yanxia production manager no 3.17% 800
13 Zhang Yuqing manager of material department no 3.17% 800
14 Su Wendong, deputy manager of finance department no 2.38% 600
15 Cui Xiaofeng R & D manager no 1.98% 500
16 Sun Wei quality assurance manager no 1.98% 500
17 Suqin production department deputy manager no 1.98% 500
18 Guo Wang deputy manager of production department no 1.98% 500
19 Zhang Wei, deputy manager of production department no 1.98% 500
20 Cai Linlin, deputy director of general manager’s office no 1.98% 500
21 Xie Yongqun deputy manager of human resources department no 1.59% 400
22 Xue Hongjian, deputy manager of audit department no 0.83% 210
23 former deputy manager of Guoqiang production department no 0.79% 200
24 Wang Yue, deputy manager of engineering department no 0.79% 200
25 Cao Weixian, deputy manager of engineering department no 0.79% 200
