Shanghai jintiancheng law firm
About Suzhou fujilai Pharmaceutical Co., Ltd
IPO and listing on GEM
Legal opinion
Address: 11, 12, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters 1 interpretation 3 text 6 I. approval and authorization of this issuance and listing 6 II. The issuer's subject qualification for this issuance and listing 6 III. substantive conditions for this offering and listing 8 IV. establishment of the issuer 11 v. independence of the issuer 6. Sponsors and shareholders of the issuer 14 VII. Share capital and evolution of the issuer 17 VIII. Business of the issuer IX. related party transactions and horizontal competition of the issuer 19 X. main property of the issuer 20 Xi. Major creditor's rights and debts of the issuer 21 XII. Major asset changes and mergers and acquisitions of the issuer 22 XIII. Formulation and amendment of the articles of association of the issuer 22 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 23 XV. Directors, supervisors and senior managers of the issuer and their changes 23 XVI. Tax of the issuer 24 XVII. Environmental protection, product quality, technology and other standards of the issuer 24 XIX. Application of funds raised by the issuer 25 XX. Business development objectives of the issuer 26 XX. Litigation, arbitration or punishment of the issuer 26 21. Issues related to the capital increase and issuance of the original targeted raising company 27. Evaluation of legal risks in the prospectus 27. Other matters to be explained 27. 24. Concluding comments on this offering and listing twenty-eight
Shanghai jintiancheng law firm
About Suzhou fujilai Pharmaceutical Co., Ltd
IPO and listing on GEM
Legal opinion
To: Suzhou fujilai Pharmaceutical Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Suzhou fujilai Pharmaceutical Co., Ltd. (hereinafter referred to as "the issuer" or "the company" or "the joint stock company"), and according to the lawyer employment contract signed between the issuer and the firm, As a special legal adviser for the issuer's initial public offering and listing on the gem (hereinafter referred to as "this issuance and listing").
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"), the measures for the administration of the registration of initial public offerings on the gem (hereinafter referred to as the "Registration Office law") and other relevant laws, regulations, rules and normative documents, This legal opinion is issued on relevant matters related to this issuance and listing.
Declaration matters
1、 The firm and its handling lawyers shall, in accordance with the securities law, the measures for the administration of securities legal business of law firms (hereinafter referred to as the "measures for the administration of securities legal business") and the rules for the practice of securities legal business of law firms (for Trial Implementation) The rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work reports on public securities issuance (hereinafter referred to as "the rules for the preparation and reporting of No. 12") and other provisions, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion 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 bear corresponding legal liabilities.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance and listing, but do 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's work report issued for this issuance and listing (hereinafter referred to as "lawyer's work report") 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.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units. 6、 The issuer agrees to submit the legal opinions and other legal documents of the issuer together with the legal opinions of the issuer. 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 examination requirements of the China Securities Regulatory Commission (hereinafter referred to as 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 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 abbreviations have the following full names or meanings:
Abbreviation full name or meaning
The issuer / company / joint stock company refers to Suzhou fujilai Pharmaceutical Co., Ltd
This issuance refers to the issuer's application for initial public offering of RMB common shares
The issuer applies for the initial public offering of RMB ordinary shares and lists its shares in this offering
Shenzhen Stock Exchange GEM Listing
The reporting period refers to January June of 2017, 2018, 2019 and 2020
Shanghai jintiancheng law firm
The work report on the first public development lawyer of Suzhou fujilai Pharmaceutical Co., Ltd. issued by this office refers to
Lawyer's work report on issuing shares and listing on GEM
The legal opinion on the first public development of Suzhou fujilai Pharmaceutical Co., Ltd. issued by the exchange refers to
Legal opinion on issuing shares and listing on GEM
Fujilai Co., Ltd. refers to Changshu fujilai pharmaceutical and Chemical Co., Ltd., which is the predecessor of the issuer
Changshu fujilai chemical plant, established in July 1998, refers to fujilai chemical plant, the controlling shareholder of the issuer
The predecessor of fujilai development
Suzhou fujilai technical service development center (limited partnership) is the controlling fujilai development index of the issuer
Shareholder
Jiangsu fujilai Paper Co., Ltd.
Its predecessor was Jiangsu fujilai Paper Co., Ltd., which was established in June 1994. It refers to fujilai group company. It was restructured into Jiangsu fujilai Paper Co., Ltd. in November 1997. Since July 2006, the enterprise name has been changed to Jiangsu fujilai Industrial Co., Ltd
Jiangsu fujilai Industrial Co., Ltd. changed its name to Jiangsu Jitai fujilai industry / gitelli Hang Seng Index in June 2019
Liheng Industrial Co., Ltd
Wujiang Guofa refers to Wujiang Dongfang Guofa Venture Capital Co., Ltd
Suzhou Guofa refers to Suzhou Guofa Angel venture capital enterprise (limited partnership)
Suzhou Longju refers to Suzhou Longju Chuanglian venture capital enterprise (limited partnership)
Suzhou Hetao refers to Suzhou Hetao venture capital partnership (limited partnership)
Rixin International Inc., a company registered in Maryland, USA, once referred to Rixin
It is the foreign shareholder of fujilai Co., Ltd
Meilai pharmaceutical refers to Jiangsu Meilai Pharmaceutical Co., Ltd., a wholly-owned subsidiary of the issuer
CSRC refers to the China Securities Regulatory Commission
Share transfer system refers to the national share transfer system for small and medium-sized enterprises
Share transfer company refers to the national small and medium-sized enterprise share transfer system Co., Ltd
Orient Securities Company Limited(600958) / sponsor / principal
Refers to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
underwriter
Rongcheng certified public accountants means Rongcheng Certified Public Accountants (special general partnership)
Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd. and Huapu Tianjian Certified Public Accountants
The firm (special general partnership) is the predecessor of Rongcheng certified public accountants
Zhongshui Zhiyuan refers to Zhongshui Zhiyuan Assets Appraisal Co., Ltd
The prospectus of Suzhou fujilai Pharmaceutical Co., Ltd. refers to
Prospectus for listing on the stock exchange (draft application)
The audit report issued by Rongcheng Certified Public Accountants (special general partnership) on September 17, 2020 refers to the audit report of Suzhou fujilai Pharmaceutical Co., Ltd. (Rongcheng Shenzi [2020] No. 230z3721)
The "appraisal report of Zhongshui Zhiyuan pingbao Zi (2013)" issued by Zhongshui Zhiyuan on July 31, 2013 refers to the "assets appraisal report of Changshu fujilai pharmaceutical and Chemical Co., Ltd. on the proposed overall change to establish a joint stock limited company" No. 2061
Sponsor agreement refers to the sponsor agreement of Changshu fujilai pharmaceutical and Chemical Co., Ltd. initiating the establishment of Suzhou fujilai Pharmaceutical Co., Ltd. by way of overall change
The internal control assurance report issued by Rongcheng Certified Public Accountants (special general partnership) on September 17, 2020 refers to the "Rongcheng zhuanzi (2020) No. 230z1756" internal control assurance report of Suzhou fujilai Pharmaceutical Co., Ltd
The report on non recurring profit and loss assurance issued by Rongcheng Certified Public Accountants (special general partnership) on September 17, 2020 refers to the "Rongcheng zhuanzi [2020] No. 230z1757" report on non recurring profit and loss assurance of Suzhou fujilai Pharmaceutical Co., Ltd
Major tax categories and tax revenue yourongcheng Certified Public Accountants (special)
