Beijing Tianda Gonghe law firm's initial public offering of shares of Shanghai Sailun Biotechnology Co., Ltd. and its listing on the science and Innovation Board
Special verification of strategic investors
of
Legal opinion
February, 2002
Beijing, China
Beijing Tianda Gonghe law firm
About Shanghai Sailun Biotechnology Co., Ltd
Special verification of strategic investors for initial public offering and listing on the science and Innovation Board
of
Legal opinion
To: Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd
Beijing Tianda Gonghe law firm (hereinafter referred to as "the firm") was established with the approval of Beijing Municipal Bureau of justice and obtained and held the practice license of law firm (Unified Social Credit Code: 31110000e00016100c) issued by Beijing Municipal Bureau of justice. The exchange accepts the entrustment of Founder sponsor according to the legal service contract signed with Founder Securities Co.Ltd(601901) underwriting sponsor Co., Ltd. (hereinafter referred to as "sponsor" or "lead underwriter" or "founder sponsor"), This legal opinion is issued in accordance with the law on matters related to strategic investors involved in the initial public offering of shares (this offering) of Shanghai Sailun Biotechnology Co., Ltd. (hereinafter referred to as "Sailun biotechnology" or "the issuer") sponsored and organized by founder.
This legal opinion is issued in accordance with the securities law of the people's Republic of China, the company law of the people's Republic of China, the measures for the administration of securities issuance and underwriting, the measures for the administration of the registration of initial public offerings on the science and Innovation Board (for Trial Implementation), the rules for the underwriting of initial public offerings under the registration system, and the measures for the implementation of the issuance and underwriting of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "the measures")“ The implementation measures, guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (hereinafter referred to as "guidelines for issuance and underwriting No. 1") and other relevant laws, regulations and normative documents.
In order to issue this legal opinion, the exchange has examined the relevant facts and legal matters related to the strategic investors of this offering in accordance with the business standards and ethics recognized by the lawyer industry and the current effective laws, regulations and normative documents. The lawyers of the firm have consulted the necessary materials and documents, including the approval documents, relevant records, materials and certificates provided by founder for the issuer and strategic investors to obtain government departments; And made necessary inquiries and discussions on the matters related to the strategic investors of this issuance to founder's sponsor.
Our lawyer hereby declares as follows:
Based on the facts that have occurred or existed before the issuance date of this legal opinion, our lawyers express legal opinions on matters related to the issuance of strategic investors in accordance with the provisions of laws, regulations and normative documents. For the important facts involved in this legal opinion that cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, founder sponsors, issuers or other relevant institutions to issue this legal opinion.
This legal opinion only expresses legal opinions on matters related to the strategic investors of this issuance, and does not express opinions on accounting, audit, rating and other matters. The quotation of any data and / or conclusions in the relevant accounting, audit and rating reports by our lawyers in this legal opinion does not indicate the express or implied guarantee made by our firm for the authenticity and accuracy of such data and conclusions. The firm and its lawyers are not properly qualified to verify and evaluate such data.
Our lawyers have strictly performed various legal duties, followed the practice spirit of diligence and good faith, and fully verified the legitimacy, authenticity and effectiveness of the strategic investors in this issuance. There are no false records, misleading statements and major omissions in this legal opinion, otherwise our lawyers are willing to bear corresponding legal liabilities according to law.
The issuance of this legal opinion has been guaranteed by founder as follows:
1. The issuer and founder sponsor have provided the original written materials, copies, copies, confirmations or certificates required to issue legal opinions for our lawyers.
2. The issuer and founder sponsor have provided authentic and complete original written materials, duplicate materials or oral testimony necessary for the lawyers of the firm to issue legal opinions, and there is no major omission or concealment; The copy materials or copies provided are completely consistent with the original.
Our lawyers agree to take this legal opinion as a necessary legal document for this issuance and report it together with other documents, and agree to bear corresponding responsibilities for the legal opinion issued by our firm according to law.
This legal opinion is only recommended by the supplier for the purpose of this issuance, and shall not be used for any other purpose. Our lawyer agrees that Founder sponsor shall quote or quote all or any part of this legal opinion in the documents submitted for this offering in accordance with the law and the examination requirements of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), Shanghai Stock Exchange and China Securities Association, but when founder sponsor makes the above quotation or quotation, No legal ambiguity, misinterpretation or confusion shall be caused by quotation or citation.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and based on the above circumstances, our lawyers hereby issue legal opinions. The text is as follows: I. Basic information of strategic investors
According to the strategic placement plan of Shanghai Sailun Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "strategic placement plan") The initial public offering and listing plan of Shanghai Salem Biotechnology Co., Ltd. on the science and Innovation Board (hereinafter referred to as the "issuance plan") and the strategic investor subscription agreement between Shanghai Salem Biotechnology Co., Ltd. and Founder Securities Co.Ltd(601901) Investment Co., Ltd. on the initial public offering and listing on the science and innovation board (hereinafter referred to as the "strategic placement agreement"), The strategic investor to participate in this offering is Founder Securities Co.Ltd(601901) Investment Co., Ltd. (hereinafter referred to as "founder investment"). The basic information of strategic investors in this offering is as follows:
（1） Basic information
According to the business license currently held by founder investment and the current effective articles of association, and through the inquiry of our lawyers in the national enterprise credit information publicity system, as of the date of issuance of this legal opinion, founder investment holds 100% equity by Founder Securities Co.Ltd(601901) (hereinafter referred to as " Founder Securities Co.Ltd(601901) "), which is a wholly-owned subsidiary of Founder Securities Co.Ltd(601901) . The basic information is as follows:
Name Founder Securities Co.Ltd(601901) Investment Co., Ltd
Unified social credit code 91110116306647317r
Legal representative: Yin Lei
The registered capital is 150 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person)
Date of establishment: August 7, 2014
Business term: August 7, 2014 to long term
Address: room 208, second floor, building 13, yard 53, Yanqi street, Yanqi Economic Development Zone, Huairou District, Beijing
Engage in alternative investment businesses such as financial products and equity other than those listed in the list of securities self operated investment varieties of securities companies.
（ "1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or damaged "Commitment to minimum return"; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
According to the list of members attached to the publicity of members of private equity investment fund subsidiaries and alternative investment subsidiaries of securities companies (the first batch) published by China Securities Association on April 7, 2017 and the written statement of Founder's recommendation, and verified by our lawyers, the strategic investor founder of the strategic placement of this issuance invests in the alternative investment subsidiary established by Founder Securities Co.Ltd(601901) , Founder Securities Co.Ltd(601901) also holds 100% equity of Founder recommendation. Accordingly, founder investment is an alternative investment subsidiary solely established by the parent company Founder Securities Co.Ltd(601901) of the issuer's recommendation institution (lead underwriter).
（2） Association relationship
According to the documents and confirmation provided by the lead underwriter, founder investment and the issuer, as of the date of issuance of this legal opinion, founder investment is a wholly-owned subsidiary of the parent company Founder Securities Co.Ltd(601901) of the issuer's recommendation institution (lead underwriter), and founder investment has an associated relationship with Founder recommendation; Founder investment holds 2.7107% of the shares of the issuer before this issuance, which is related to the issuer.
In view of the above, our lawyers believe that the strategic investor of this issuance is founder investment, which is a legally established and legally existing limited liability company; Founder investment is an alternative investment subsidiary solely established by the parent company Founder Securities Co.Ltd(601901) of the sponsor (lead underwriter) of the issuer, which is related to founder's sponsor and the issuer. Founder investment's participation in this strategic placement belongs to the follow-up investment as the relevant subsidiary of the sponsor in accordance with the requirements of relevant laws and regulations. Founder investment has made independent decisions in accordance with the provisions of its articles of association and internal rules and regulations. Founder investment has made independent decisions with the issuer and its shareholders There is no "other direct or indirect transfer of interests" between related parties in Item (VI) of Article 9 of the guidelines for issuance and underwriting No. 1. 2、 Verification of strategic investors and strategic placement scheme
（1） Selection criteria of strategic investors
According to the recommendation standard of the issuance, the investors involved in the issuance are selected as the subsidiaries involved in the issuance. Accordingly, the selection criteria of strategic investors in this offering comply with the provisions of Article 8 of the issuance and underwriting guidelines No. 1.
（2） Strategic investor placement qualification
As mentioned in "(I) basic information" of "I. Basic information of strategic investors" in this legal opinion, founder investment is an alternative investment subsidiary solely established by the parent company of the sponsor Founder Securities Co.Ltd(601901) , which belongs to Article 19 of the implementation measures Other relevant subsidiaries legally established by securities companies that actually control the recommendation institutions as stipulated in Article 15 of the issuance and underwriting guidelines No. 1. Accordingly, founder investment has the subject qualification to participate in the strategic placement of this issuance.
（3） Sources of subscription funds for strategic investors to participate in strategic placement
According to the confirmation letter on strategic placement issued by founder investment, founder investment promises that its capital source for participating in this strategic placement is its own capital. After verification of the consolidated financial statements of Founder investment in 2021, the monetary capital invested by founder is sufficient to cover the committed subscription amount agreed in the strategic placement agreement signed between founder investment and the issuer.
（4） Strategic placement scheme
According to the strategic placement plan and verified by our lawyers, the main contents of this strategic placement plan are as follows: 1 Number of strategic placements
27.06 million shares are to be publicly issued in this offering, accounting for 25% of the total shares of the issuer after the issuance; In this offering, the initial number of strategic placement was 1353000 shares, accounting for about 5% of this offering. The difference between the final strategic placement quantity and the initial strategic placement quantity is first transferred back to offline issuance.
2. Strategic placement target
The strategic placement of this issuance is only for the follow-up investment of relevant subsidiaries of the sponsor. The follow-up investment institution is founder investment, and no senior managers and core employees of the issuer participate in the special asset management plan and other strategic investor arrangements established by this strategic placement.
3. Scale of participation
Founder investment will subscribe for 2% to 5% of the issuer's shares in this public offering according to the stock issuance price, and the specific proportion will be determined according to the size of the issuer's shares in this public offering:
(1) If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
(2) If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment ratio is 4%, but not more than 60 million yuan;
(3) If the issuance scale is more than 2 billion yuan and less than 5 billion yuan, the follow-up investment ratio is 3%, but not more than 100 million yuan;
(4) If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan. Founder investment is expected to follow the investment ratio of no more than 5% of the number of shares issued this time, i.e. 1353000 shares. As the final actual subscription quantity of Founder investment is related to the final actual issuance scale, the lead underwriter will adjust the final actual subscription quantity of Founder investment after determining the issuance price on T-2. The specific follow-up investment amount will be determined after the issuance price is determined.
4. Placing conditions
Founder investment has signed the strategic placement agreement with the issuer. Founder investment does not participate in the initial inquiry of this offering and promises to subscribe for the number of shares it promises to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter).
5. Sales restriction period
Founder investment promises to hold the shares allocated this time for 24 months from the date of the issuer's initial public offering and listing.
In addition, founder investment has made the following commitments in its confirmation letter on strategic placement:“
(1) The company was established according to law and has existed legally so far;
(2) The company is an alternative investment subsidiary legally established by the sponsor (lead underwriter) Founder Securities Co.Ltd(601901) underwriting the parent company Founder Securities Co.Ltd(601901) of the sponsor limited liability company;
(3) The capital source of the company's participation in this strategic placement is its own funds. There is no case of raising funds from investors in a non-public manner, no case of assets being managed by the fund manager, and no case of acting as any private fund manager;
(4) Before this issuance, the company directly held 2.2 million shares of the issuer, accounting for 2.7107% of the total share capital of the issuer before the issuance. Except for the above circumstances, the company has no other related relationship with the issuer; (5) The company participated in this war
