Guangdong Guangxin Junda law firm on Guangzhou Jet Bio-Filtration Co.Ltd(688026) issuing convertible corporate bonds to unspecified objects
of
Legal opinion
October, 2001
Address: No. 6, Zhujiang East Road, Tianhe District, Guangzhou, Guangdong
29th floor, 11th floor (01-04) and 10th floor of Guangzhou Chow Tai Fook financial center
Postal code (P.C): 510623 Tel: 020-37181333
Fax: 020-37181388 website: www.etrlawfirm.com com.
catalogue
interpretation…… 2 Part I lawyer’s statement 5 Part II body of legal opinion seven
1、 Approval and authorization of this issuance of convertible bonds seven
2、 The issuer’s subject qualification for issuing convertible bonds this time eight
3、 The substantive conditions of this issuance of convertible bonds nine
4、 Establishment of the issuer thirteen
5、 Independence of the issuer fourteen
6、 Major shareholders and actual controllers of the issuer seventeen
7、 Evolution of the issuer’s share capital eighteen
8、 Issuer’s business nineteen
9、 Related party transactions and horizontal competition of the issuer twenty-two
10、 The issuer’s main assets twenty-seven
11、 Significant creditor’s rights and debts of the issuer thirty-two
12、 Significant asset changes and mergers and acquisitions of the issuer thirty-three
13、 Formulation and amendment of the issuer’s articles of Association thirty-five
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors thirty-five
15、 Directors, supervisors, senior managers and core technicians of the issuer and their changes thirty-six
16、 Issuer’s tax thirty-eight
17、 The issuer’s environmental protection, product quality, technology and other standards thirty-nine
18、 Application of funds raised by the issuer thirty-nine
19、 The issuer’s business development objectives forty
20、 Litigation, arbitration or administrative punishment forty-one
21、 Legal evaluation of the issuer’s prospectus forty-three
22、 Concluding observations 43 at the end of part three forty-four
interpretation
Unless otherwise specified in the context of this legal opinion, the following terms in this legal opinion have the following specific meanings: 1 jieyite biological, company and issuer refer to Guangzhou Jet Bio-Filtration Co.Ltd(688026)
2 Jiete Co., Ltd. refers to Guangzhou Guangzhou Jet Bio-Filtration Co.Ltd(688026) filter products Co., Ltd., which is the predecessor of Guangzhou Jet Bio-Filtration Co.Ltd(688026)
3 jet (H.K.) refers to jet (H.K.) bioscience Co., limited
4 Haihui wealth refers to Guangzhou Haihui wealth venture capital enterprise (limited partnership)
5 Haihui investment refers to Guangzhou Haihui Investment Management Co., Ltd
6. Zhuoyue Rundu refers to Gongqing City Zhuoyue Rundu venture capital partnership (limited partnership)
7 Macintosh refers to Guangzhou Macintosh investment management partnership (limited partnership)
8 baifel refers to Guangzhou baifel air purification materials Co., Ltd
9 Jiete venture capital refers to Guangzhou Jiete Venture Capital Management Co., Ltd
10 Jiete incubator refers to Guangzhou Jiete incubator management Co., Ltd
11 Bay area innovation and service center refers to Guangzhou Huangpu Bay Area entrepreneurship Service Center Co., Ltd
12 LANBO biotechnology refers to Guangzhou LANBO Biotechnology Co., Ltd
13 Jieke company refers to Guangdong Jieke Membrane Separation Technology Co., Ltd
14 development investment refers to Guangzhou Development Investment Management Co., Ltd
15 Medical University science refers to Guangzhou Medical University Science Equipment Co., Ltd
Guangzhou Huhu Pharmaceutical Research Institute Co., Ltd
17 Dawan District Science and technology innovation center refers to Dawan District Science and Technology Innovation Service Center (Guangzhou) Co., Ltd
18 Changqing intellectual property refers to Guangzhou Jinkai Changqing Intellectual Property Operation Co., Ltd
19 Guangzhou Administration for Industry and commerce refers to Guangzhou Administration for Industry and Commerce and Guangzhou market supervision administration
20 economic development branch of Guangzhou Administration for Industry and commerce refers to economic and Technological Development Zone Branch of Guangzhou Administration for Industry and commerce 21 Luogang branch of Guangzhou Administration for Industry and commerce refers to Luogang branch of Guangzhou Administration for Industry and Commerce 22 Huangpu District market supervision and administration refers to Huangpu District market and quality supervision and Administration of Guangzhou
23 the Management Committee of Guangzhou Economic and Technological Development Zone refers to the Management Committee of Guangzhou Economic and Technological Development Zone
24 the sponsor and Minsheng securities refer to Minsheng Securities Co., Ltd
25 Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
26 China Guangxin Assets Appraisal Co., Ltd. refers to Guangdong China Guangxin Assets Appraisal Co., Ltd
27 the bourse refers to Guangdong Guangxin Junda law firm
28 lawyers of the firm refer to the lawyers in charge of the firm, including Lin Qihong, Cao Wuqing, Guan Zhaoyang and Wei Hailian
29 “company law” refers to the company law of the people’s Republic of China
30 “Securities Law” means the securities law of the people’s Republic of China
31 “Listing Rules of sci tech Innovation Board” refers to the Listing Rules of sci tech Innovation Board of Shanghai Stock Exchange
The measures for refinancing on the science and Innovation Board refers to the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation)
Internal control report (TJs [2021] 7-49433) issued by Tianjian certified public accountants refers to Guangzhou Jet Bio-Filtration Co.Ltd(688026) internal control audit report
34 The articles of association refers to the Guangzhou Jet Bio-Filtration Co.Ltd(688026) articles of association in force
35 “sponsor agreement” means the Guangzhou Jet Bio-Filtration Co.Ltd(688026) sponsor agreement
36 “prospectus” refers to the prospectus for Guangzhou Jet Bio-Filtration Co.Ltd(688026) issuing convertible corporate bonds to unspecified objects
37 “bondholders’ meeting rules” refers to the Guangzhou Jet Bio-Filtration Co.Ltd(688026) bondholders’ meeting rules of convertible companies
The lawyer work report of Guangdong Guangxin Junda law firm on Guangzhou jietesheng 38 refers to the lawyer work report of material filter Co., Ltd. on issuing convertible corporate bonds to unspecified objects
The 39 audit report issued by Tianjian Certified Public Accountants (special general partnership) and the audit report of recent three years with the standard unqualified opinions of “Tianjian Shen [2019] No. 7-456”, “Tianjian Shen [2020] No. 7-336” and “Tianjian Shen [2021] No. 7-493)”
Index report of Guangzhou Jet Bio-Filtration Co.Ltd(688026) 2019 annual report and Guangzhou Jet Bio-Filtration Co.Ltd(688026) 2020 Annual Report
41 The 2021 semi annual report refers to the Guangzhou Jet Bio-Filtration Co.Ltd(688026) 2021 semi annual report
42 this issuance of convertible bonds refers to the issuance of convertible corporate bonds by Guangzhou Jet Bio-Filtration Co.Ltd(688026) to unspecified objects
43. The reporting period refers to the period from January 1, 2018 to June 30, 2021
China Securities Regulatory Commission means the China Securities Regulatory Commission
45 Shanghai stock exchange refers to Shanghai Stock Exchange
46 yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guangdong Guangxin Junda law firm
About Guangzhou Jet Bio-Filtration Co.Ltd(688026)
Issue convertible corporate bonds to unspecified objects
Legal opinion
Yue Guang Xin Jun Da LV Wei Zi (2021) No. 5935-2-1 to: Guangzhou Jet Bio-Filtration Co.Ltd(688026)
The exchange accepts the entrustment of the company and acts as the special legal adviser for the issuance of convertible bonds in accordance with the special legal adviser contract signed between the company and the exchange.
In accordance with the securities law, the company law, the refinancing measures of the Kechuang board, the standards for the contents and forms of information disclosure by companies publicly issuing securities No. 43 – prospectus for securities issuance by listed companies on the Kechuang board to unspecified objects, the practicing rules for securities legal business of law firms (for Trial Implementation) and the administrative measures for securities legal business of law firms And other relevant laws and regulations, the relevant provisions of the CSRC, and the relevant requirements of the Shanghai Stock Exchange, this legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I lawyer’s statement
1. The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, 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, Sufficient verification and verification have been carried out 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, the lawyer of the firm has verified the necessary documents and materials related to the issuance of convertible bonds. Our lawyers’ legal opinions are based on the facts that have occurred before the date of issuance of this legal opinion and the laws and regulations officially promulgated and implemented by the state. At the same time, they are also based on our lawyers’ understanding of relevant facts and laws, and only express opinions on the legal issues related to the issuance of convertible bonds; For the fact that it is very important for our lawyers to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units.
3. Our lawyers only express opinions on legal issues related to the issuance of convertible bonds, and do not express opinions on professional matters such as accounting audit and asset evaluation. The reference of our lawyers to some data and conclusions in relevant accounting statements, audit and asset evaluation reports in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Our lawyers are not qualified to verify and evaluate the contents of these documents.
4. The exchange and its lawyers agree that the issuer may quote some or all of the contents of this legal opinion in the prospectus by itself or in accordance with the relevant provisions of the CSRC and the examination requirements of the Shanghai Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
5. The exchange and its lawyers agree to take this legal opinion as a necessary legal document for the issuer’s issuance of convertible bonds, report it together with other materials, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
6. The legal opinion issued by our lawyers is guaranteed by the issuer: the issuer has provided the original written materials that our lawyers believe are necessary, true and complete for the issuance of this legal opinion
