Anhui Chengyi law firm
about
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Initial public offering
Listed on the growth enterprise market of Shenzhen Stock Exchange
Legal opinion
Anhui Chengyi law firm
China. 5th floor, Baiyue center, No. 200 Huaining Road, Hefei government district, post code: 230022
Tel: (86-551) 65609815 Fax: (86-551) 65608051
Website: www.chengyi-law.com com. E-mail: [email protected].
Anhui Chengyi law firm
About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Legal opinion on the listing of IPO shares on the gem of Shenzhen Stock Exchange
(2020) Cheng Yi Fa Zi No. 00367-30 to: Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
According to the lawyer engagement agreement signed between Anhui Chengyi law firm (hereinafter referred to as “the firm”) and Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “Hualan vaccine”, “issuer” and “the company”), the firm appointed lawyers Shu Xiaojun and WAN Xiaoyu (hereinafter referred to as “the firm’s lawyer”) to participate in the issuance and listing as special legal counsel.
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “administrative measures”) The relevant provisions of relevant laws, administrative regulations, rules and other normative documents, such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”), the measures for the administration of law firms engaging in securities legal business, and the securities legal business practice rules of law firms (for trial Implementation), shall be in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The issuer guarantees that it has provided the lawyers of this firm with true, complete and effective original written materials, copies or oral testimony necessary for issuing this legal opinion.
3. Our lawyers only express their opinions on legal issues related to this issuance and listing, and do not express their opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in the financial report, audit report and asset evaluation report 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.
4. Our lawyer agrees to take this legal opinion as a necessary legal document for this issuance and listing, report it together with other materials, and bear legal responsibility for the legal opinion issued in accordance with the law.
5. This legal opinion is only for the purpose of this issuance and listing, and shall not be used for any other purpose. In accordance with the requirements of laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and facts provided by the issuer, and now issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
（1） Internal authorization and approval of the issuer
The board of directors and the general meeting of shareholders of the issuer have made a resolution to approve the issuance and listing in accordance with the law. The convening, convening and voting procedures of the board of directors and the general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the contents of the resolution are legal and effective.
The second extraordinary general meeting of shareholders of the issuer in 2020 deliberated and approved the proposal on Authorizing the board of directors to handle matters related to the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem. The general meeting of shareholders authorized the board of directors to handle matters related to the listing of this offering, and its scope of authorization and procedures were legal and effective.
The first extraordinary general meeting of the issuer in 2021 deliberated and approved the proposal on extending the validity period of the resolution of the general meeting of shareholders on the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem, and the proposal on requesting the general meeting of shareholders to extend and authorize the board of directors to handle the company’s application for initial public offering of RMB common shares (A shares) Proposal on the validity period of issues related to the listing of shares on the gem.
（2） Examination and approval of the GEM Listing Committee of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”)
The 51st review meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021 reviewed the issuer’s application for this issuance on August 25, 2021, and the review result was that it met the issuance conditions, listing conditions and information disclosure requirements.
（3） Registration reply of China Securities Regulatory Commission (hereinafter referred to as “CSRC”)
On January 5, 2022, the CSRC issued the reply on Approving the registration of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. and approved the application for registration of initial public offering shares of Hualan vaccine. The reply is valid within 12 months from the date of approving the registration.
To sum up, our lawyers believe that the issuer has obtained the internal approval and authorization of the issuer, the approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission, and the listing and trading of the issuer’s shares on the gem of Shenzhen Stock Exchange has yet to be approved by Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this issuance and listing
（1） The issuer is a legally established joint stock limited company
The issuer was established by its predecessor Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. (hereinafter referred to as “Hualan Co., Ltd.”) in the form of overall change. The issuer’s change of establishment has fulfilled the necessary legal procedures and complies with the provisions of relevant national laws, regulations and normative documents.
（2） The issuer is a joint stock limited company validly existing according to law
According to the records of the issuer’s current valid business license, the provisions of the articles of association and the verification of the issuer’s industrial and commercial registration materials by our lawyers, the issuer is not dissolved due to the resolution of the general meeting of shareholders, dissolved due to merger or division, dissolved by the people’s court in accordance with the provisions of the company law, unable to pay off its due debts and declared bankrupt according to law In violation of laws and regulations, the business license is revoked, ordered to close down or revoked according to law.
（3） The issuer is a joint stock limited company with continuous operation for more than three years
Hualan Co., Ltd. was established on November 9, 2005 and changed into a joint stock limited company on June 4, 2020. As of the date of issuance of this legal opinion, the issuer has been in continuous operation for more than three years.
The lawyers of this firm believe that the issuer is a joint stock limited company established and legally existing according to law and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
（1） The issuer’s current offering and listing has been approved by the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission, which is in line with the provisions on issuance conditions in Articles 10 to 13 of the administrative measures and item (1) of article 2.1.1 of the listing rules.
（2） According to the reply on Approving the registration of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd., the announcement of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. and listing on the gem (hereinafter referred to as the “issuance announcement”) and other relevant issuance and announcement documents issued by the CSRC, The total share capital of the issuer before the issuance and listing is 360 million shares, and the total share capital after the issuance and listing is 40001 million shares. The total share capital after the issuance is not less than 30 million yuan, which is in line with the provisions of item (2) of article 2.1.1 of the listing rules. （3） According to the reply on Approving the registration of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd., the issuance announcement and other relevant issuance and announcement documents issued by the CSRC, after the issuer’s issuance and listing, the total share capital of the company exceeds 400 million yuan, and the proportion of shares issued publicly reaches more than 10% of the total shares of the issuer, Comply with the provisions of paragraph (3) of article 2.1.1 of the listing rules.
（4） The issuer is a domestic enterprise and there is no voting right difference arrangement. According to the audit report dahuashen Zi [2021] No. 0015629 issued by Dahua Certified Public Accountants (special general partnership), the issuer in 2019 In 2020, the net profit attributable to the owners of the parent company (calculated by the lower value before and after deducting non recurring profits and losses) was 358.3287 million yuan and 899.087 million yuan respectively. The net profit in the last two years was positive and the cumulative net profit was not less than 50 million yuan, which met the financial index standard specified in Item (I) of article 2.1.2 of the listing rules, Comply with the provisions of item (4) of article 2.1.1 of the listing rules.
To sum up, our lawyers believe that the issuance and listing of the issuer meets the substantive conditions stipulated in the administrative measures, listing rules and other relevant laws, regulations and normative documents.
4、 The sponsor institution and sponsor representative of this offering and listing
（1） The issuer employs Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united”) as the sponsor of this listing. Huatai United has the qualification of recommendation business and the membership of Shenzhen Stock Exchange, which meets the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the listing rules.
（2） Huatai United has signed a recommendation agreement with the issuer and designated Jia Peng and Liu Xiaoning as the recommendation representatives to be specifically responsible for the recommendation of the issuer. The above-mentioned recommendation representatives have been registered with the CSRC and included in the list of recommendation representatives, which is in line with Article 3.1.3 of the listing rules.
Lawyers of the firm believe that the issuer has hired a recommendation agency with recommendation qualification, and the recommendation agency shall appoint a recommendation representative to be responsible for the recommendation work.
5、 Concluding observations
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the relevant internal approval and authorization of the issuer, the review and approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission; The issuer has the subject qualification of this issuance and listing; This issuance and listing of the issuer meets the substantive conditions stipulated in the administrative measures, listing rules and other relevant laws, regulations and normative documents; The issuer has hired a recommendation institution with recommendation qualification, and the recommendation institution shall designate a recommendation representative to be responsible for the recommendation work; The listing and trading of the issuer’s shares on the gem of Shenzhen Stock Exchange has yet to be approved by Shenzhen Stock Exchange. There is no text below, which is the signature page
(there is no text on this page, which is the signature and seal page of (2020) Chengyi Fazi No. 00367-30 legal opinion of Anhui Chengyi law firm on the listing of initial public offering shares of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. on the gem of Shenzhen Stock Exchange)
Head of Anhui Chengyi law firm: Bao Jinqiao
Handling lawyer: Shu Xiaojun
Wan Xiaoyu
specific date
