Shanghai jintiancheng law firm
About Heyuan Biotechnology (Shanghai) Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on science and Innovation Board
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Heyuan Biotechnology (Shanghai) Co., Ltd
Legal opinion on verification matters of strategic investors in initial public offering and listing on science and Innovation Board
To: Haitong Securities Company Limited(600837) , Guotai Junan Securities Co.Ltd(601211)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") is entrusted by Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) ," sponsor (lead underwriter) ") and Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as" Guotai Junan Securities Co.Ltd(601211) ) ( Haitong Securities Company Limited(600837) and Guotai Junan Securities Co.Ltd(601211) collectively referred to as "joint lead underwriters"), This legal opinion is issued after verifying the strategic investors' participation in the strategic placement of Heyuan Biotechnology (Shanghai) Co., Ltd. (hereinafter referred to as the "issuer" and "Heyuan biotechnology") in the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as the "issuance").
The lawyers of this firm are in accordance with the securities law of the people's Republic of China, the measures for the administration of securities issuance and underwriting, the code for underwriting initial public offerings under the registration system, and the measures for the implementation of stock issuance and underwriting on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as 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 the "underwriting guidelines") This legal opinion is issued in accordance with the provisions of the self regulatory committee for the public offering of shares on the science and Innovation Board of Shanghai Stock Exchange to promote securities companies to optimize the industry advocacy suggestions for the issuance and underwriting of shares on the science and Innovation Board (hereinafter referred to as the "advocacy suggestions") and other laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the law firm.
In order to issue this legal opinion, we and our lawyers declare that:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, According to the requirements of the implementation measures and other laws, regulations and normative documents, the strategic investors of this issuance shall be checked 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. In order to issue this legal opinion, our lawyers checked the matters related to the strategic investors involved in this issuance and consulted the documents that our lawyers considered necessary to issue this legal opinion.
3. The issuer, the co lead underwriter and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the firm are true, accurate and complete, and there is no concealment, omission, falsehood or misleading; The materials and documents have not changed on the date of providing to the exchange and the date of issuing this legal opinion.
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the copies of supporting documents, testimony, written statements or documents issued or provided by relevant government departments, other units or individuals to issue legal opinions.
5. This legal opinion is only used by the issuer for the purpose of verifying the qualification of strategic investors in this offering, and shall not be used by anyone for any other purpose without the written permission of the exchange.
6. Our lawyers agree to take this legal opinion as one of the necessary documents for this issuance, record it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, our lawyers have verified the relevant documents and facts provided by the issuer, CO lead underwriters and strategic investors, and have issued the following legal opinions:
1、 Basic information of strategic investors
According to the strategic placement plan of Heyuan Biotechnology (Shanghai) Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "strategic placement plan"), the strategic investor of this issuance is Shanghai Guoxin Investment Development Co., Ltd. (hereinafter referred to as "Shanghai Guoxin") Shanghai Zhangjiang science and Technology Venture Capital Co., Ltd. (hereinafter referred to as "Zhangjiang science and technology venture capital"), Fucheng Haifutong and yuanbio employees participate in the strategic placement collective asset management plan of science and Innovation Board (hereinafter referred to as "Heyuan biology special asset management plan") and Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as "Haitong venture capital").
(I) Shanghai Guoxin
1. Subject information
According to the business license, articles of association and relevant registration materials provided by Shanghai Guoxin and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of Shanghai Guoxin is as follows:
Company name: Shanghai Guoxin Investment Development Co., Ltd
Unified social credit Code: 91310104703034848b
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: Building 1, No. 1, Nandan Road, Xuhui District, Shanghai
Legal representative: Lu Zhen
Registered capital: 400 million yuan
Date of establishment: October 9, 2000
Business term: October 9, 2000 to no agreed period
Business scope: investment and investment management, investment consulting, financial consulting, China trade. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The shareholder Shanghai state owned Assets Management Co., Ltd. holds 100% equity
According to the business license, articles of association and letter of commitment provided by Shanghai Guoxin and verified by our lawyers, Shanghai Guoxin is a legally established limited liability company, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association.
2. Ownership structure
According to the business license, articles of association and other materials provided by Shanghai Guoxin and verified by our lawyers, as of the date of issuance of this legal opinion, Shanghai state owned Assets Management Co., Ltd. (hereinafter referred to as "Shanghai state owned assets management") holds 100% equity of Shanghai Guoxin and is the controlling shareholder of Shanghai Guoxin, Shanghai state owned assets supervision and Administration Commission (hereinafter referred to as "Shanghai SASAC") indirectly holds 100% equity of Shanghai Guoxin and is the actual controller of Shanghai Guoxin. The equity structure of Shanghai Guoxin is as follows:
3. Strategic placement qualification
Shanghai Guoxin is a wholly state-owned limited liability company established with the approval of Shanghai Municipal People's Government in October 2000. It is mainly engaged in industrial investment and management in the fields of high-tech industry, finance and modern service industry. The invested projects involve information industry, biomedicine, new energy, environmental protection and new materials, financial services, modern service industry and other fields. Shanghai Guoxin has participated in the strategic placement of IPO on the science and innovation board, including Shanghai Junshi Biosciences Co.Ltd(688180) ( Shanghai Junshi Biosciences Co.Ltd(688180) ), Everdisplay Optronics (Shanghai) Co.Ltd(688538) ( Everdisplay Optronics (Shanghai) Co.Ltd(688538) ), Shandong Weigao Orthopaedic Device Co.Ltd(688161) ( Shandong Weigao Orthopaedic Device Co.Ltd(688161) ), Zhuzhou Crrc Times Electric Co.Ltd(688187) ( Zhuzhou Crrc Times Electric Co.Ltd(688187) ), Baiji Shenzhou (688235), Tianyue advanced (688234), etc. As of December 31, 2020, Shanghai Guoxin had a registered capital of 4 billion yuan, total assets of 15.565 billion yuan and net assets of 10.522 billion yuan. At the end of 2020, the balance of foreign investment was nearly 14 billion yuan and the net profit was about 1.29 billion yuan. Therefore, Shanghai Guoxin is a large enterprise.
According to the commitment letter issued by Shanghai Guoxin: 1) Shanghai Guoxin has the corresponding legal qualification of securities investment subject, has performed the internal and external approval procedures for participating in this strategic placement in accordance with the law, and its participation in this strategic placement is in line with its investment scope and investment field. There are no laws, administrative regulations, China Securities Regulatory Commission The normative documents issued by Shanghai Stock Exchange and China Securities Association prohibit or restrict participation in this strategic placement; 2) As a large-scale enterprise or its subordinate enterprise with strategic cooperation relationship or long-term cooperation vision in business with the issuer, Shanghai Guoxin has good market reputation and influence, strong capital strength, recognizes the long-term investment value of the issuer, and will subscribe for the promised number of shares of the issuer according to the finally determined issuance price; 3) All funds of Shanghai Guoxin for subscribing the strategic placement shares come from its own funds. As the actual holder of the placement shares, it is not entrusted by other investors or entrusted by other investors to participate in the strategic placement.
According to the strategic cooperation agreement and strategic cooperation memorandum signed by the issuer and Shanghai Guoxin, the main contents are as follows:
(1) Shanghai Guoxin has been actively responding to the government's strategic deployment requirements for a long time, cooperating with the introduction and support of high-quality enterprises, and coordinating Shanghai resources, through the introduction of upstream reagents (such as culture medium, serum, etc.), consumables (such as biological reaction bag, filter membrane, etc.), equipment (such as bioreactor, purification system, filling equipment, etc.) and other gene therapy related industrial enterprises, Promote the sound growth of gene therapy cdmo industrial chain, promote domestic substitution, reduce the issuer's supply chain risk and reduce the issuer's supply chain cost;
(2) Shanghai Guoxin has arranged a number of relevant enterprises with industrial chain synergy with the issuer in the Yangtze River Delta, and has long-term and in-depth cooperation with biomedical industry clusters such as Zhangjiang pharmaceutical Valley and Port Free Trade Zone, It can actively cooperate with and support the issuer to expand the resources of downstream customers (including cell therapy such as car-t and car-nk, AAV gene therapy, oncolytic virus, mRNA and other subdivided fields), as well as technological innovation in the development of new gene therapy vectors (such as new serotype AAV, non viral gene vectors, etc.) and high-capacity gene vectors, suspension culture process and other fields, Then jointly promote the industrialization process of new gene therapy drugs in China;
(3) In the future, the issuer and Shanghai Guoxin will jointly explore cooperation opportunities, dig deep into the professional advantages of both sides in their respective professional fields, establish an investment platform for gene therapy industry, and look for suitable M & A targets outside China (such as enterprises with advantages or complementary advantages in R & D services, process capacity, etc. in the gene therapy industry chain) Cooperation targets (such as institutions with relevant underlying intellectual property rights, institutions that can jointly expand relevant new technology fields, etc.) to invest in the upstream and downstream industrial chains outside China, promote the issuer to be at the forefront of international technology and obtain more business development opportunities, so as to further develop rapidly.
According to the provisions on "strategic investors" in Chapter II of the underwriting guidelines, as a large enterprise or its subordinate enterprise with strategic cooperation relationship or long-term cooperation vision with the issuer, the strategic investor is qualified to participate in the strategic placement of the issuer, and there is no violation of the management measures, implementation measures and underwriting guidelines The situations stipulated in relevant laws, regulations and normative documents such as business specifications and advocacy suggestions comply with the provisions of Article 8 (I) of the underwriting guidelines.
4. Relationship with the issuer and co lead underwriters
After verification by our lawyers and confirmation by Shanghai Guoxin, as of the date of issuance of this legal opinion, Shanghai state owned Assets Management Co., Ltd., the controlling shareholder of Shanghai Guoxin, holds Guotai Junan Securities Co.Ltd(601211) 21.34% of the equity of the joint lead underwriter and is the controlling shareholder of Guotai Junan Securities Co.Ltd(601211) . Shanghai International Group Co., Ltd., the controlling shareholder of Shanghai state owned Assets Management Co., Ltd., holds 7.66% of the equity of the joint lead underwriter Guotai Junan Securities Co.Ltd(601211) and is the actual controller of the joint lead underwriter Guotai Junan Securities Co.Ltd(601211) . Therefore, Shanghai Guoxin and Guotai Junan Securities Co.Ltd(601211) belong to enterprises under the same control.
According to the verification of our lawyers, Shanghai Guoxin is a large enterprise with strategic cooperation relationship or long-term cooperation vision with the issuer, and its selection criteria and strategic placement qualification are in line with the underwriting guidelines, implementation measures and other regulations. Shanghai Guoxin and Guotai Junan Securities Co.Ltd(601211) are subject to the same control relationship, but their participation in this strategic placement has made independent decisions in accordance with the provisions of their articles of association and internal rules and regulations, and there is no transfer of interests with the issuer and Guotai Junan Securities Co.Ltd(601211) , There is no prohibited situation in violation of Article 9 of the underwriting guidelines and Article 31 of the securities law, "securities companies shall not reserve the securities sold on a commission basis and pre purchase and retain the securities underwritten by the company".
In addition to the above, there is no other related relationship between Shanghai Guoxin and the issuer and the joint lead underwriter. After verification and confirmation by Shanghai Guoxin, there is no transfer of interests between Shanghai Guoxin and the issuer and the joint lead underwriter.
5. Sources of funds involved in strategic placement
According to the written commitment of Shanghai Guoxin, it participates in the subscription with its own funds. After verification of the latest annual audit report and relevant explanatory documents of Shanghai Guoxin, the working capital of Shanghai Guoxin is sufficient to cover the subscription capital of the strategic placement agreement signed between Shanghai Guoxin and the issuer.
6. Commitments related to this offering
According to the implementation measures, underwriting guidelines and other laws and regulations, Shanghai Guoxin issued a letter of commitment on participating in this strategic placement, with the specific contents as follows:
"(1) the company promises to subscribe for 100 million yuan (in words: 100 million yuan only) of A-Shares issued by the issuer this time. (the above amount includes the placement brokerage commission and corresponding taxes (if any), and the placement brokerage commission = the final allocation amount × 0.5% (rounded to the nearest cent). As a strategic investor, the company will not participate in the online issuance and offline inquiry of this issuance (except for the securities investment fund managed by the securities investment fund manager that does not participate in the strategic placement), and will obtain the placement according to the issuance price finally determined by this issuance. The company agrees to lock up the final strategic placement shares for at least 12 months from the listing date of the shares issued this time;
(2) The company has the corresponding legal qualification of securities investment subject, and its participation in this strategic placement has fulfilled the internal and external approval procedures according to law. The company's participation in this strategic placement is in line with its investment scope and investment field, and there are no laws, administrative regulations, normative documents issued by China Securities Regulatory Commission, Shanghai Stock Exchange and China Securities Association
