Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
of
Supplementary legal opinion (IV)
September 2021
Supplementary legal opinion (IV)
Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
Supplementary legal opinion (IV)
To: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Beijing Ruiqiang law firm (hereinafter referred to as "the firm") accepts the entrustment of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as "the issuer") as the special legal adviser for the issuer's public offering of convertible corporate bonds (hereinafter referred to as "the offering"), The legal opinion of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as the "legal opinion") and the lawyer work report of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as the "lawyer work report") have been issued to the issuer Supplementary legal opinion (I) of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public issuance of convertible corporate bonds (hereinafter referred to as "supplementary legal opinion (I)") Supplementary legal opinion (II) of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as "supplementary legal opinion (II)") and supplementary legal opinion (III) of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (hereinafter referred to as "supplementary legal opinion (III)".
According to the oral feedback of the CSRC and the requirements of the issuer, our lawyers issue this supplementary legal opinion on the basis of further inspection of the issuer and the issuance, and modify, supplement or further explain the relevant contents of the legal opinion and lawyer work report already issued by our lawyers. In addition to the amendments or supplements made in this supplementary legal opinion, the contents of lawyer work report, legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) are still valid.
Supplementary legal opinion (IV)
Unless otherwise specified, the premises, assumptions and relevant abbreviations issued in this supplementary legal opinion are the same as the lawyer's work report and legal opinion.
The statements made in our legal opinion and lawyer work report are also applicable to this supplementary legal opinion.
In order to issue this supplementary legal opinion, our lawyers have checked and verified the relevant issues involved in this supplementary legal opinion in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
The exchange agrees to take this supplementary legal opinion as the legal document necessary for the issuer to apply for this issuance, and report it together with other materials, and is willing to bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
Supplementary legal opinion (IV)
catalogue
About peer competition four
Text
About horizontal competition
Ouke pharmaceutical, acquired by the actual controller of the applicant in 2019, is also engaged in the R & D, production and marketing of Chinese patent medicines
Sales business: during the reporting period, the applicant has associated purchase and sales with Ouke pharmaceutical. Please go further
Notes: (1) whether the applicant forms a horizontal competition with Ouke pharmaceutical, and the actual controller of the applicant will pay in 2019
The reason and background of purchasing Ouke pharmaceutical, and the reason and background of not arranging the applicant to purchase Ouke pharmaceutical; (2) Report
The reasons for the related purchase and sales between the applicant and Ouke pharmaceutical during the reporting period explain the necessity of the above related transactions
Whether necessary review procedures have been performed to ensure fairness and fairness; (3) Certificate issued by the applicant's actual controller
In the specific content of the commitment to avoid horizontal competition, combined with the actual controller of the applicant and the applicant on the acquisition (or
Abandoning the acquisition) the performance of the procedures of Ouke pharmaceutical, indicating that the applicant's actual controller acquired Ouke pharmaceutical
Whether it violates its public commitment; if so, whether it constitutes an obstacle to this offering; (4) For Ouke pharmaceutical,
Whether the applicant has plans for further acquisition or integration, and if so, whether relevant information has been properly disclosed. please
The sponsor and the applicant's lawyer shall explain the verification process and basis, and issue clear verification opinions.
reply:
1、 Whether the applicant forms horizontal competition with Ouke pharmaceutical, and the actual controller of the applicant will acquire it in 2019
The reason and background of Ouke pharmaceutical, and the reason and background of not arranging the applicant to acquire Ouke pharmaceutical
(I) does the applicant form horizontal competition with Ouke pharmaceutical
The applicant and Ouke pharmaceutical are independent in history, assets and personnel, specific characteristics of leading products
There are obvious differences in technology, no substitutability and competitiveness, and no sharing of procurement or sales channels
I. there is no new horizontal competition in this raised investment project, so the two do not constitute horizontal competition, as follows:
1. Historical evolution and independence
The brief historical evolution of Ouke pharmaceutical is as follows:
Registered capital after change of matters (10000 yuan)
In November 2003, the predecessor of Ouke pharmaceutical, jinjinguishou pharmaceutical, was founded by 7 natural persons including Yu Wenzhan, and 300.00 Guishou pharmaceutical was established
In February 2004, the name of the enterprise was changed to "Shaanxi Zhashui Ouke Pharmaceutical Co., Ltd." with the name of jinguishou pharmaceutical. At 120000, the capital was increased for the first time. Yu Wenzhan and other seven natural persons subscribed their newly increased registered capital to 12 million yuan
In January 2006, the enterprise name was changed to "Shaanxi Zhashui Ouke Pharmaceutical Co., Ltd." and the enterprise name was changed to "Shaanxi Ouke pharmaceutical 120000 Co., Ltd."
In September 2008, Yu Wenzhan and seven other natural persons subscribed to the newly increased registered capital of Ouke pharmaceutical to 26 million yuan
In November 2009, the first equity transfer, Yu Wenzhan and seven other natural persons transferred their capital contribution of 26 million yuan to Li Miao 260000
In November 2009, the second equity transfer, Li Miao transferred the capital contribution of 26 million yuan to Tyne investment 260000
In April 2019, for the third capital increase, Tyne investment subscribed the newly increased registered capital of Ouke pharmaceutical to 107153907 yuan
In April 2019, for the third equity transfer, Tyne investment transferred its capital contribution of 107153907 yuan to Jiaxing real estate 107153907 yuan
In June 2019, Jiaxing real estate increased its capital for the fourth time and subscribed the newly increased registered capital of Ouke pharmaceutical to 120 million yuan
In December 2019, for the fourth equity transfer, Jiaxing real estate transferred its capital contribution of 70.56 million yuan to 24 natural persons such as Jiaxing Lizhi, shangyingshi 1200000, teger, Xi Huchen and Mao Dun
In January 2021, Jiaxing real estate transferred its capital contribution of 49.44 million yuan to Xie Nan 1200000 yuan for the fifth equity transfer
As of the date of issuance of this supplementary legal opinion, the equity structure of Ouke pharmaceutical has not been changed
The largest shareholder of the pharmaceutical industry is Xie Nan, the daughter of Mr. Xie Xiaolin, and the actual controller is Xie Xiaolin.
Applicant to Ouke
The pharmaceutical industry does not have any equity contribution, and the establishment and historical evolution of both parties are independent development and do not exist
Integration, inheritance or assignment. The leading drug varieties of both sides are their own exclusive varieties, "Panlongqi"
"Tablet" is the exclusive variety of the applicant, and "esophagus pingsan" is the exclusive variety of Ouke pharmaceutical, which has no confusion in history
In the case of the same operation, there are no conditions for mixed operation, and the main businesses of both parties develop independently.
2. Asset independence
Both the applicant and Ouke pharmaceutical production base are located in Zhashui County, Shangluo City, Shaanxi Province, but each has its own independent
Plant area: the production plant area of Ouke pharmaceutical is located in xialiang Industrial Development Zone, Zhashui County, and the applicant's production base is located in Shaanxi
Panlong Ecological Industrial Park, Zhashui County, Shangluo City, western province (near Shiqi Road, Zhashui County). Property and production facilities of both parties
Assets such as reserves are accumulated and continued through independent operation, and there is no sharing of equipment and facilities.
3. Personnel independence
(1) Senior management
From April 2019 to the issuance date of this notification letter, the senior management personnel of the applicant include Xie Xiaolin and Wu Xiaolin
Jie, Zhang Dezhu, Zhang Zhihong, Huang Jilin, Meng Chong, Zhu Fengming and Xie Xiaofeng, and senior management of Ouke pharmaceutical
There is no cross personnel, of which Xie Xiaofeng has ceased to serve as the deputy general manager of the applicant since May 9, 2019
He has been the general manager of Ouke pharmaceutical since May 10, 2019.
(2) Financial personnel
The applicant and Ouke pharmaceutical have an independent financial department, the financial system operates independently, and there is no financial confusion; Both parties sign labor contracts with their respective financial personnel, and pay salaries, social insurance and housing provident fund for their respective financial personnel to ensure that their financial personnel work full-time and that there is no cross between their financial personnel.
(3) R & D personnel
During the reporting period, the core technicians of the applicant were Zhang Zhihong, Zhang Dezhu, Jian Baoliang, Meng Chong, Li Hongwei, Li Boyang and Meng Jianguo. The core technicians of Ouke pharmaceutical were Liu baoshe and Bao Lizhi. There was no cross between the core technicians of the two sides.
Both the applicant and Ouke pharmaceutical have independent and complete R & D systems and R & D teams, sign labor contracts with their R & D personnel, pay salaries, pay social insurance and housing provident fund for their R & D personnel, and ensure that their R & D personnel work full-time, and there is no cross between other R & D personnel of both parties.
(4) Purchasing personnel, sales personnel and other personnel
The applicant and Ouke pharmaceutical signed labor contracts with their respective purchasers, salespeople and other personnel, and paid salaries, social insurance and housing provident fund for their respective purchasers, salespeople and other personnel to ensure that their respective purchasers, salespeople and other personnel work full-time, and there is no cross between their purchasers, salespeople and other personnel.
4. Main business
The specific characteristics, technology, trademark, customers and suppliers of the main products of the applicant and Ouke pharmaceutical are different. The specific analysis is as follows:
(1) The main products are not substitutable and competitive
The applicant's development is positioned in the field of rheumatic bone injury treatment. The representative product is Panlong seven tablets, which is an orthopaedic drug mainly for rheumatism. It is classified as a blood stasis and dampness removing agent in the national medical insurance catalogue (2020 Edition). The main raw materials include Panlong seven, Chonglou, Zhuangjin pill, guoshanlong, etc. In 2018, 2019, 2020 and January June 2021, the total income of the applicant's main products such as Panlong seven tablets and Xiaoeryanbian granules accounted for more than 90% of the income of self-produced Chinese patent medicines, as shown below:
Unit: 10000 yuan
January June 20212020
The main content of the product is the same
