Beijing JUNHE law firm
about
Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Initial public offering (A shares) and listing on GEM
of
Supplementary legal opinion (VI)
February, 2002
Beijing JUNHE law firm
About Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Initial public offering (A-share) and listing on GEM
Supplementary legal opinion (VI)
To: Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Beijing JUNHE law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) to act as the special legal adviser for the issuer’s initial public offering (A-share) shares and listing on the gem (hereinafter referred to as “the offering”), 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”), the measures for the administration of the registration of initial public offerings on the gem (for trial Implementation), and the measures for the administration of the legal business of securities of law firms Laws, administrative regulations and rules such as the rules for the practice of securities legal business of law firms (for Trial Implementation) and the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance Normative documents and relevant regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry, On December 20, 2020, the exchange issued the lawyer work report of Beijing JUNHE law firm on the initial public offering (A-share) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as the “lawyer work report”) Legal opinion of Beijing JUNHE law firm on the initial public offering (A-share) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “legal opinion”), On June 24, 2021, Beijing JUNHE law firm issued the supplementary legal opinion (I) on the initial public offering (A-share) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “supplementary legal opinion (I)”), On August 4, 2021, Beijing JUNHE law firm issued the supplementary legal opinion (II) on the initial public offering (A shares) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”), On October 21, 2021, Beijing JUNHE law firm issued the supplementary legal opinion (III) on the initial public offering (A-share) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “supplementary legal opinion (III)”), On December 4, 2021, Beijing JUNHE law firm issued the supplementary legal opinion (IV) on the initial public offering (A-share) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “supplementary legal opinion (IV)”), On January 13, 2022, it issued the supplementary legal opinion (V) of Beijing JUNHE law firm on the initial public offering (A-share) and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “supplementary legal opinion (V)”, as well as the lawyer work report, legal opinion, supplementary legal opinion (I) Supplementary legal opinion (II), supplementary legal opinion (III) and supplementary legal opinion (IV) (hereinafter collectively referred to as “issued lawyer documents”).
Whereas the listing audit center of Shenzhen Stock Exchange issued to the Issuer on January 28, 2022 the implementation letter of the opinions of the audit center on the application of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. for initial public offering and listing on the gem (audit letter [2022] No. 010173) (hereinafter referred to as the “implementation letter”), The exchange replied to the legal issues involved in the matters required to be verified by the lawyers of the exchange in the implementation letter and issued this supplementary legal opinion. This supplementary legal opinion is based on the original written materials, copy materials, photocopy materials, confirmation letters, oral testimony, certificates, statements and warranties (hereinafter collectively referred to as “disclosed information”) provided by the issuer to the lawyers of the firm, And we and our lawyers have obtained the following written guarantee from the issuer: the disclosure information provided by the issuer is the original written materials, copies, copies, confirmations, oral testimony, certificates, statements and guarantees that we and our lawyers consider necessary to issue this supplementary legal opinion; The disclosed information and facts provided to the firm and its lawyers are true, accurate and complete without any concealment, false statement and major omission; If the disclosed information is a copy or copy, it is completely consistent with the original or the original; The signatures and seals on the disclosed information are true and valid; The original of each disclosed information and the validity of the original have not been revoked by relevant government departments within its validity period; From the date of signing, issuing or forming the disclosed information to the date of issuing this supplementary legal opinion, there is no change, change, supplement, cancellation or replacement of the disclosed information and the facts stated therein.
This supplementary legal opinion is a supplement to the lawyer’s documents issued and constitutes an integral part of the lawyer’s documents issued. Unless otherwise specified, the premises, statements, abbreviations, interpretations and assumptions of legal opinions in the lawyer’s documents issued by the office are also applicable to this supplementary legal opinion. For the matters described in this supplementary legal opinion, the explanations in this supplementary legal opinion shall prevail.
This supplementary legal opinion only expresses legal opinions in accordance with the relevant provisions of the laws, regulations, rules and normative documents in force in China (for the purpose of this supplementary legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and does not express legal opinions on overseas laws.
This supplementary legal opinion only expresses opinions on legal issues related to this issuance and listing, and does not express opinions on accounting, audit, asset evaluation, investment decision-making, market value estimation and other matters. The quotation of some data and conclusions in professional reports such as audit report, capital verification report, asset evaluation report, internal control audit report and analysis report of estimated market value in this supplementary legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and the exchange does not have the ability to check and evaluate such data Appropriate qualification and competence of the conclusion.
Our lawyers agree that the issuer shall quote the relevant contents of this supplementary legal opinion in accordance with the review requirements of the CSRC and the Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. Our lawyers agree to take this supplementary legal opinion as a necessary legal document for the issuer to apply for this issuance, report it together with other application materials, and bear corresponding legal liabilities for this supplementary legal opinion according to law. Our lawyers have examined and verified the documents provided by the issuer and the relevant facts that have occurred or exist before the date of issuance of this supplementary legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue this supplementary legal opinion.
catalogue
catalogue 5 text 6 question 1 of the implementation letter: about renting cultivated land 6 question 3 of the implementation letter: about the transfer of intellectual property rights thirteen
Text
Question 1 of the implementation letter: about renting cultivated land
The application documents and inquiry reply show that Jining Guangren, a subsidiary of the issuer, leases 80 mu of cultivated land for sheep serum preparation. In January 2019, Jining Guangren obtained the registration certificate of facility agricultural land issued by the people’s Government of Liangbaosi Town, Jiaxiang County; In March 2021, the people’s Government of Jiaxiang County issued the land description. The right to use the above land is Jiaxiang County Animal Husbandry Development Center, which is leased to Jining Guangren with the approval of Jiaxiang County People’s government. Jiaxiang County Animal Husbandry Development Center has the right to lease the land to Jining Guangren.
Please the issuer:
(1) Explain whether the leased cultivated land violates the provisions of the land management law and other laws and regulations, and whether it meets the requirements of question 18 of the answers to some questions on initial business (revised in June 2020) of the CSRC.
(2) Explain whether the illegal operation of cultivated land constitutes a significant impact on the lessee during the reporting period.
Ask the sponsor and the issuer’s lawyer to express clear opinions.
reply:
1、 Explain whether the leased cultivated land violates the provisions of the land management law and other laws and regulations, and whether it meets the requirements of question 18 of the answers to some questions on initial business (revised in June 2020) of the CSRC
As of the date of issuance of this supplementary legal opinion, the issuer and its holding subsidiaries have leased a land use right, as follows:
Lease land
The address nature of the lessor’s user the right to use the right to use the leased area for business purposes
Jining Jiaxiang County Livestock Jiaxiang County Jiaxiang County sheep breeding farm produces 80 mu of state-owned agricultural land for self built sheep breeding (about a breeding farm in the living area of Guangren animal husbandry development sheep breeding farm and in the allocation of sheep breeding land, for the preparation of sheep serum in the general cultivated land west of 53333.33 Center farm 1)
(I) land nature, land use right acquisition method and land use of the leased land
1. According to the land administration law of the people’s Republic of China (revised in 2019) (implemented on January 1, 2020), Jiaxiang animal husbandry development center has been renamed “Jiaxiang animal husbandry and veterinary development center”.
Shi, currently effective, hereinafter referred to as the “land management law”), China implements socialist public ownership of land, which can be divided into state-owned land and collective land. According to the certificate issued by the natural resources and Planning Bureau of Jiaxiang County on January 18, 2022, the land nature of the above leased land is national useful land.
According to the land management law, the opinions of the Ministry of land and resources, the national development and Reform Commission and the Ministry of Finance on expanding the scope of paid use of state-owned land (gtzg [2016] No. 20, issued on December 31, 2016), the owner of the right to use state-owned agricultural land can allocate, transfer, contribute at a price or become a shareholder Obtain the land use right by means of authorized operation. According to the certificate issued by Jiaxiang animal husbandry and veterinary development center on February 14, 2022, the above leased land is state-owned allocated land.
2. According to the national land use classification, the purpose of the above leased land is general cultivated land in agricultural land, based on the following:
(1) According to the land administration law, China implements a land use control system. The State formulates a general plan for land use, stipulates the use of land, and divides land into agricultural land, construction land and unused land.
(2) According to the national land classification (Trial) (gtzf [2001] No. 255, implemented on January 1, 2002 and effective at present), agricultural land is divided into five categories: cultivated land, garden land, forest land, pasture land and other agricultural land.
(3) According to the notice of the Ministry of natural resources, the Ministry of agriculture and rural areas and the State Forestry and grassland administration on issues related to strict control over the use of cultivated land (NZF [2021] No. 166, issued on November 27, 2021), cultivated land other than permanent basic farmland is general cultivated land.
(4) According to the land description issued by the people’s Government of Jiaxiang County on March 10, 2021 and the certificate issued by the natural resources and Planning Bureau of Jiaxiang County on January 18, 2022, the purpose of the above leased land is general cultivated land.
3. General cultivated land can be used as facility agricultural land according to the following:
(1) According to the notice of the Ministry of land and resources and the Ministry of agriculture on further supporting the healthy development of facility agriculture (gtzf [2014] No. 127, effective from September 29, 2014 to December 18, 2019), the land for production facilities, ancillary facilities and supporting facilities is directly used or serves agricultural production. Its nature belongs to agricultural land and is managed as agricultural land, There is no need to go through the examination and approval procedures for the conversion of agricultural land. After the completion of production, the operator shall carry out land reclamation as required, and the cultivated land occupied shall be reclaimed as cultivated land.
(2) According to the notice of the Ministry of natural resources and the Ministry of agriculture and rural areas on issues related to the management of facility agricultural land (nzg [2019] No. 4, implemented on December 19, 2019 and effective at present), “I. facility agricultural land includes facility land directly used for crop planting and livestock and poultry aquaculture in agricultural production” “II. Facility agriculture belongs to the internal structural adjustment of agriculture, and general cultivated land can be used…” “IV. The municipal and county departments in charge of natural resources, together with the agricultural and rural departments in charge, shall be responsible for the daily management of facility agricultural land… The rural collective economic organizations or operators shall submit the facility agricultural land to the township government for the record, and the township government shall regularly summarize the information and submit it to the county-level department in charge of natural resources…”.
Jining Guangren has obtained the registration certificate of facility agricultural land issued by the people’s Government of Liangbaosi Town, Jiaxiang County for the above cultivated land.
To sum up, the leased land in Jining Guangren is national useful land in nature, the land use right is obtained by allocation, and the land use is general cultivated land. The land can be used as facility agricultural land, which has been used in Jining Guangren
