Beijing zhonglunwende law firm
About Chengda Pharmaceutical Co., Ltd
Initial public offering and listing on GEM
of
Legal opinion
19th floor, Jintai building, No. 1, Xiba Henan Road, Chaoyang District, Beijing 100028
19/F, Golden Tower, No.1, Xibahe South Road, Chaoyang District, Beijing, China. 100028 Tel: 8610-64402232 Fax: 8610-64402915
September, 2002
catalogue
interpretation...... 2 Introduction 5 text 10 I. approval and authorization of this issuance and listing 2. The issuer's subject qualification for this offering and listing 10 III. substantive conditions for this public offering and listing IV. establishment of the issuer 15 v. independence of the issuer 15 VI. sponsors, shareholders and actual controllers of the issuer 17 VII. Share capital of the issuer and its evolution 18 VIII. Business of the issuer 19 IX. related party transactions and horizontal competition of the issuer 19 X. main property of the issuer 29 Xi. Major creditor's rights and debts of the issuer 30 XII. Major asset changes and mergers and acquisitions of the issuer 30 XIII. Formulation and amendment of the articles of association of the issuer 31 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 31 XV. Directors, supervisors, senior managers and core technicians of the issuer and their changes 32 XVI. Tax of the issuer 32 XVII. Environmental protection, product quality, technology and other standards of the issuer 32 XVIII. Application of funds raised by the issuer 33 XIX. Business development objectives of the issuer 33 XX. Litigation, arbitration or administrative punishment 33 21. Evaluation of legal risk of the issuer's prospectus 34. General concluding observations thirty-four
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: company, issuer, Chengda Pharmaceutical Co., Ltd., Chengda Pharmaceutical Co., Ltd
Chengda Co., Ltd. refers to Zhejiang Jiashan Chengda Pharmaceutical Co., Ltd., which is the predecessor of the issuer
Chengcheng chemical refers to Jiashan Chengcheng Chemical Co., Ltd
Huideng environmental protection refers to Jiashan huideng Environmental Protection Technology Co., Ltd., a holding subsidiary of the issuer, which has been cancelled
Hangzhou jinjiangrui refers to Hangzhou jinjiangrui Pharmaceutical Technology Co., Ltd., which is a holding subsidiary of the issuer
Noel bio refers to Shanghai Noel bio Pharmaceutical Co., Ltd., which is one of the sponsors of the issuer
JiuHeng investment refers to Shenzhen JiuHeng Investment Consulting Co., Ltd., which is one of the sponsors of the issuer
Dayou chemical refers to Zhejiang Dayou Chemical Co., Ltd., which is one of the sponsors of the issuer
Qianhai Shengtai refers to Shenzhen Qianhai Shengtai investment enterprise (limited partnership), which is the shareholder of the issuer
Huida investment refers to Jiashan Huida investment partnership (limited partnership), which is the shareholder of the issuer
Chenghe Shanda refers to Hangzhou Chenghe Shanda investment partnership (limited partnership), which is the shareholder of the issuer
Jiashan Hecheng refers to Jiashan Hecheng equity investment partnership (limited partnership), which is a shareholding platform for equity incentive of the issuer
Jiashan Huicheng refers to Jiashan Huicheng equity investment partnership (limited partnership), which is a shareholding platform for equity incentive of the issuer
Shanghai fujiurong refers to Shanghai fujiurong enterprise management center (limited partnership), which is the shareholder of the issuer
Jiaxing maierte refers to Jiaxing maierte equity investment partnership (limited partnership), which is the shareholder of the issuer
Common stock refers to domestic listed RMB common stock
This issuance and listing refers to the company's initial public offering of RMB common shares and listing on the gem
Sponsor agreement means the sponsor agreement of Chengda Pharmaceutical Co., Ltd
Everbright Securities Company Limited(601788) . The sponsor refers to Everbright Securities Company Limited(601788) organization, lead underwriter zhonglunwende, our firm, our lawyer, and zhonglunwen refers to Beijing zhonglunwende law firm or its handling lawyer
Zhonghua Huyin refers to Shanghai Zhonghua Huyin certified public accountants Co., Ltd
Zhonghua and certified public accountants refer to Zhonghua Certified Public Accountants (special general partnership)
The "Zhong Hui Zi (2020) No. 6388" audit report of Chengda pharmaceutical issued by Zhonghua for this issuance and listing refers to the consolidated financial statements and audit reports of Zhonghua Pharmaceutical Co., Ltd. for 2017, 2018, 2019 and January June 2020
Internal control assurance refers to the "Zhong Hui Zi (2020) No. 6387" internal control assurance report of Chengda Pharmaceutical Co., Ltd. issued by zhonghuawei in this issuance and listing
The "Zhong Hui Zi (2020) No. 6392" special assurance report of Chengda pharmaceutical issued by zhonghuawei for this issuance and listing refers to the special assurance report on tax payment of the company in 2017, 2018, 2019 and January June 2020
The prospectus refers to the prospectus of Chengda Pharmaceutical Co., Ltd. for initial public offering and listing on the gem (application draft) prepared by the issuer for this offering and listing
The articles of association refers to the articles of association of Chengda Pharmaceutical Co., Ltd
The articles of Association (draft approved by the company's fifth extraordinary general meeting in 2020 in accordance with the company law and the draft) refers to the articles of Association (Draft) of Chengda Pharmaceutical Co., Ltd. formulated by the guidelines for the articles of association of listed companies (revised in 2019) and other relevant laws and regulations and applicable after the issuer is listed
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 gem registration management refers to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), and the gem listing regulations refer to the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020)
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
Legal opinion refers to the legal opinion of Beijing zhonglunwende law firm on the initial public offering of shares and listing on the gem of Chengda Pharmaceutical Co., Ltd
Lawyer work report refers to the lawyer work report of Beijing zhonglunwende law firm on Chengda Pharmaceutical Co., Ltd.'s initial public offering and listing on the gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China means the people's Republic of China for the purpose of issuing this report only, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan and 10000 yuan refer to the legal tender of the people's Republic of China, RMB yuan and 10000 yuan
The reporting period refers to January June of 2017, 2018, 2019 and 2020
(in this legal opinion, if there are differences in the mantissa between the total and the sum of the sub items, these differences are caused by rounding.)
Beijing zhonglunwende law firm
About Chengda Pharmaceutical Co., Ltd
Initial public offering and listing on the gem
Legal opinion
To: Chengda Pharmaceutical Co., Ltd
According to the special legal adviser contract signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal adviser for its IPO and listing project. According to the securities law, the company law, the measures for the administration of gem registration and the measures for the administration of law firms engaging in securities legal business The lawyers of the law firm issue this legal opinion in accordance with the rules for securities legal business practice of law firms (for Trial Implementation), the rules for preparation and reporting and other laws, administrative regulations, normative documents and other relevant provisions of the CSRC, in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry.
Declaration matters
1、 The exchange and its handling lawyers shall, in accordance with the securities law and the measures for the administration of law firms engaging in securities legal business The securities legal business practice rules of law firms (for Trial Implementation), the rules for preparation and reporting and other provisions, as well as the facts that have occurred or exist before the date of this legal opinion, have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that this legal opinion The facts identified 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 they shall bear corresponding legal liabilities.
2、 The exchange only expresses opinions on legal issues related to the issuer's issuance and listing, and does not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion and the lawyer work report issued by the exchange 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:
1. The issuer has provided the original written materials, copies, copies, confirmation letters 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 shall be consistent with the original. 5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, we and our lawyers issue legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units.
6、 The exchange agrees to take this legal opinion as a necessary legal document for the issuer's issuance and listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
7、 The bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its lawyers issue legal opinions 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.
introduction
1、 Introduction to law firms and handling lawyers
(i) Introduction to law firm
Beijing zhonglunwende law firm was established on September 3, 2003 with the approval of Beijing Municipal Bureau of justice. After years of development, it has become a large comprehensive law firm rooted in China and facing international development. Its main professional fields include: fund and financial legal business, company and securities legal business, real estate and construction engineering legal business, insurance fund application legal business, trust and asset securitization legal business, M & A and foreign investment legal business Intellectual property and information technology legal business, litigation and arbitration legal business, etc.
Contact information:
Address: 19th floor, Jintai building, No. 1, Xiba Henan Road, Chaoyang District, Beijing, 100028
Tel: 8610-64402232; Fax: 8610-64402915
