Shanghai jintiancheng law firm
About Zhejiangtailin Bioengineering Co.Ltd(300813)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
catalogue
Declaration matters 2 interpretation 4 text 5 I. approval and authorization of this issuance 5 II. The issuer’s subject qualification for this offering 14 III. substantive conditions of the issuer’s issuance 16 IV. establishment of the issuer V. independence of the issuer 19 VI. sponsors, shareholders and actual controllers 20 VII. Share capital and evolution of the issuer VIII. Issuer’s business 21 IX. related party transactions and horizontal competition 21 X. main property of the issuer 22 Xi. Major creditor’s rights and debts of the issuer 23 XII. Major asset changes and mergers and acquisitions of the issuer 23 XIII. Formulation and amendment of the articles of association of the issuer 24 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 25 XV. Directors, supervisors and senior managers of the issuer and their changes 25 XVI. Tax of the issuer 26 XVII. Environmental protection, product quality, technology and other standards of the issuer 26 XVIII. Application of funds raised by the issuer 28 XIX. Business development objectives of the issuer 28 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of legal risk of the issuer’s prospectus 30. Concluding comments thirty
Shanghai jintiancheng law firm
About Zhejiangtailin Bioengineering Co.Ltd(300813)
Issuing convertible corporate bonds to unspecified objects
Legal opinion
To: Zhejiangtailin Bioengineering Co.Ltd(300813)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Zhejiangtailin Bioengineering Co.Ltd(300813) (hereinafter referred to as “the issuer” or “the company” or ” Zhejiangtailin Bioengineering Co.Ltd(300813) “) and, in accordance with the special legal service contract signed between the issuer and the firm, acts as the issuer to issue convertible corporate bonds to unspecified objects (hereinafter referred to as “the offering”) ）Special legal counsel.
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) (hereinafter referred to as the “administrative measures”) ）And other relevant laws, regulations, rules and normative documents, and issue this legal opinion on relevant matters involved in this issuance.
Declaration matters
1、 The exchange and its handling lawyers shall, in accordance with the securities law Measures for the administration of securities legal business of law firms (hereinafter referred to as “measures for the administration of securities legal business”), rules for the practice of securities legal business of law firms (for Trial Implementation), 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 And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer’s issuance, and do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. In this legal opinion and the lawyer’s work report issued for this issuance (hereinafter referred to as the lawyer’s work report) ）The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. 3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows:
(i) The issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this legal opinion.
（2） The documents and materials provided by the issuer to the exchange are true, accurate, complete and effective, without concealment, falsity and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. V. for the facts that are important to this legal opinion and cannot be supported by independent evidence, the exchange shall rely on relevant government departments, the issuer or others Legal opinions shall be issued based on the supporting documents issued by relevant units.
6、 The exchange agrees to take this legal opinion and lawyer work report as the necessary legal documents for the issuer’s issuance, report them together with other materials, and is willing to bear corresponding legal liabilities.
7、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus or in accordance with the review requirements of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), but the issuer shall not cause legal ambiguity or misinterpretation due to quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The firm and jintiancheng refer to Shanghai jintiancheng law firm
Issuer, Zhejiangtailin Bioengineering Co.Ltd(300813) , refers to Zhejiangtailin Bioengineering Co.Ltd(300813) company
Tailin Co., Ltd. refers to Hangzhou Zhejiangtailin Bioengineering Co.Ltd(300813) technical equipment Co., Ltd., which is the predecessor of Zhejiangtailin Bioengineering Co.Ltd(300813)
Tailin life refers to Zhejiang Tailin Life Science Co., Ltd
Zhejiang Tailin Analytical Instrument Co., Ltd
Tailin medicine refers to Zhejiang Tailin Medical Engineering Co., Ltd
Gaode investment refers to Ningbo Gaode equity investment management partnership (limited partnership)
This issuance refers to Zhejiangtailin Bioengineering Co.Ltd(300813) issuing convertible corporate bonds to unspecified objects
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor and lead underwriter refer to China Greatwall Securities Co.Ltd(002939)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
The prospectus refers to the prospectus for issuing convertible corporate bonds to unspecified objects on the Zhejiangtailin Bioengineering Co.Ltd(300813) gem
Audit report refers to the audit report (TJs [2019] No. 8998 and TJS [2020] No. 3148) issued by Tianjian certified public accountants
Lawyer work report refers to the lawyer work report of Shanghai jintiancheng law firm on Zhejiangtailin Bioengineering Co.Ltd(300813) issuing convertible corporate bonds to unspecified objects
This legal opinion refers to the legal opinion of Shanghai jintiancheng law firm on Zhejiangtailin Bioengineering Co.Ltd(300813) issuing convertible corporate bonds to unspecified objects
The articles of association refers to the Zhejiangtailin Bioengineering Co.Ltd(300813) articles of association in force of the issuer
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the registration of securities issuance by companies listed on the gem (for Trial Implementation)
The compilation and reporting rules refer to the compilation and reporting rules for information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work reports on public securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020)
The report period refers to the period from January 1, 2017 to September 30, 2020
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In this legal opinion, if the total is inconsistent with the sum of the mantissa of the listed values, it is caused by rounding.
text
1、 Approval and authorization of this offering
After checking the proposals and resolutions of the 12th meeting of the second board of directors of the issuer, the notice on convening the first extraordinary general meeting of the company in 2021, the proposals and resolutions of the first extraordinary general meeting of the company in 2021 and other materials, our lawyers believe that the issuer has complied with the company law, the securities law The resolution on this issuance is made in accordance with the procedures specified in the management measures and the articles of association.
(i) On January 8, 2021, the issuer held the 12th meeting of the second board of directors, deliberated and adopted the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects, and the proposal on the company issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company’s scheme for issuing convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of convertible corporate bonds to unspecified objects, proposal on the special report on the use of funds raised by the company in the previous time Proposal on the impact of the company’s issuance of convertible corporate bonds to unspecified objects on the company’s financial indicators and the filling measures taken by the company, proposal on the formulation of rules for the meeting of convertible corporate bondholders The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the bond issuance and other proposals related to the issuance, and decided to submit the above proposals to the first extraordinary general meeting of shareholders in 2021 held by the Issuer on January 25, 2021 for deliberation.
（2） On January 25, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company issuing convertible corporate bonds to unspecified objects, and the proposal on the company issuing convertible corporate bonds to unspecified objects The proposal on the demonstration and analysis report on the company’s scheme of issuing convertible corporate bonds to unspecified objects, the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of convertible corporate bonds to unspecified objects, the proposal on the special report on the use of funds raised by the company in the previous time The proposal on the impact of the company’s issuance of convertible corporate bonds to unspecified objects on the company’s financial indicators and the filling measures taken by the company, the proposal on formulating the rules of the meeting of convertible corporate bond holders, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to this bond issuance with full powers, and other proposals, The main contents are as follows:
1. Type of issue
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible bonds and A-share shares to be converted in the future will be listed on Shenzhen Stock Exchange.
2. Issuance scale
According to relevant laws and regulations and the current situation of the company, the total amount of convertible corporate bonds issued this time shall not exceed RMB 21 million (including this amount), and the specific amount of issuance shall be determined by the board of directors authorized by the general meeting of shareholders within the above limit.
3. Face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
4. Duration of convertible corporate bonds
According to the relevant regulations and the implementation schedule of the project to be invested by the funds raised from the convertible corporate bonds of the company, combined with the issuance scale of the convertible corporate bonds and the future operation and finance of the company, the term of the convertible corporate bonds issued this time is 6 years from the date of issuance.
5. Bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance
