Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
of
Legal opinion
June 2021
catalogue
interpretation…… 3 Introduction 5 text 9 I. approval and authorization of this issuance 9 II. Subject qualification of this offering 21 III. substantive conditions of this offering 23 IV. establishment of the issuer and initial public offering of shares 28 v. independence of the issuer 29 VI. major shareholders and actual controllers of the issuer 29 VII. Share capital and its evolution after the issuer’s initial public offering of shares VIII. Business of the issuer IX. related party transactions and horizontal competition 30 X. main property of the issuer 34 Xi. Major creditor’s rights and debts of the issuer 37 XII. Major asset changes and mergers and acquisitions of the issuer 38 XIII. Formulation and amendment of the articles of association of the issuer 39 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors XV. Directors, supervisors and senior managers of the issuer and their changes 41 XVI. The issuer’s taxation, preferential policies and financial subsidies 42 XVII. Environmental protection, product quality, technology and other standards of the issuer 42 XVIII. Application of funds raised by the issuer 43 XIX. Business development objectives of the issuer 44 XX. Litigation, arbitration or administrative punishment 44 21. Evaluation of legal risks of the issuer’s prospectus 45. Conclusion forty-six
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
CSRC / CSRC refers to the China Securities Regulatory Commission
Beijing Ruiqiang law firm
Zhongtai Securities Co.Ltd(600918) / lead underwriter / sponsor refers to Zhongtai Securities Co.Ltd(600918) organization
Lixin means Lixin Certified Public Accountants (special general partnership)
Issuer / company / Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) means Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
A share refers to RMB common shares listed in China
This issuance refers to the public issuance of convertible corporate bonds by the issuer after being approved by the China Securities Regulatory Commission
Legal opinion of Beijing Ruiqiang law firm on the public issuance of convertible corporate bonds by Shaanxi Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) collection of legal opinions
Beijing Ruiqiang law firm’s lawyer work report on the public issuance of convertible corporate bonds by Shaanxi Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) collection “lawyer work report”
The articles of association refers to the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of association and all amendments thereto
Company law of the people’s Republic of China (the company law of the 13th National People’s Congress refers to the sixth meeting of the Standing Committee of the people’s Congress, which was revised on October 26, 2018 and shall enter into force as of October 26, 2018)
Securities Law of the people’s Republic of China (Revised and adopted at the 15th meeting of the Standing Committee of the people’s Congress on December 28, 2019 and implemented as of March 1, 2020)
Lawyers Law of the people’s Republic of China (revised at the 29th meeting of the Standing Committee of the people’s Congress on September 1, 2017 and effective as of January 1, 2018)
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies (Order No. 163 of the China Securities Regulatory Commission)
Rules for the preparation and reporting of information disclosure by public securities companies No. 12 refers to No. 12 – legal opinions and lawyer work report on public securities issuance
The measures for the administration of securities legal business refers to the measures for the administration of securities legal business by law firms (Order No. 41 of the CSRC and the Ministry of Justice)
The securities legal business practice rules refer to the securities legal business practice rules of law firms (Trial) (announcement [2010] No. 33 of China Securities Regulatory Commission and the Ministry of Justice)
Panlong pharmaceutical and Panlong Pharmaceutical Co., Ltd. refer to Shaanxi Panlong Pharmaceutical Group Co., Ltd. or Shaanxi Panlong Pharmaceutical Co., Ltd. ( Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) predecessor)
Panlong Pharmaceutical Co., Ltd. refers to Shaanxi Panlong Pharmaceutical Co., Ltd
Panlong Pharmaceutical Research Institute refers to Shaanxi Panlong Pharmaceutical Research Institute
Panlong plant pharmaceutical refers to Shaanxi Shangluo Panlong Plant Pharmaceutical Co., Ltd
Panlong health industry refers to Shaanxi Panlong Health Industry Holding Co., Ltd
Panlong health products refer to Shaanxi Panlong medical and Health Products Co., Ltd
Gansu Panlong refers to Gansu Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Co., Ltd
Bohua pharmaceutical refers to Shaanxi Bohua Pharmaceutical Co., Ltd
Panlong Yunkang refers to Shaanxi Panlong Yunkang Network Technology Co., Ltd
Special account for repurchase refers to the special securities account for Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) repurchase
Yongle Kunwu Jiuding Investment Holdings Co.Ltd(600053) refers to Suzhou Yongle Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership)
Zhongshan Kunwu Jiuding Investment Holdings Co.Ltd(600053) refers to Suzhou Tianshu Zhongshan Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership)
Jinwen Kunwu Jiuding Investment Holdings Co.Ltd(600053) refers to Jiaxing Chunqiu Jinwen Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership)
Chuzhuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) refers to Jiaxing Chunqiu Chuzhuang Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership)
Qiheng Kunwu Jiuding Investment Holdings Co.Ltd(600053) refers to Jiaxing Chunqiu Qiheng Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership)
The reporting period / recent three years refers to 2018, 2019 and 2020
The audit report xksbz [2019] issued by Lixin certified public accountants refers to the audit report zf10314, xksbz [2020] zf10205 and xksbz [2021] zf10237
Yuan refers to RMB yuan and 10000 yuan
Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
Legal opinion
To: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
The exchange accepts the entrustment of the issuer as the special legal adviser for the issuer’s public offering of convertible corporate bonds. On the basis of checking the relevant materials provided by the issuer, in accordance with the securities law, the company law, the lawyer law, the administrative measures, the Compilation Rules No. 12, the administrative measures for securities legal business, the practice rules for securities legal business and other current laws This legal opinion is issued in accordance with administrative regulations, rules and relevant provisions, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
introduction
1、 Introduction to law firm and undertaking lawyer
(I) the exchange was established in August 2020 and has completed the filing of law firms engaged in securities legal business. The firm is a new type of law firm, which is jointly established by several senior lawyers who have practiced in large comprehensive law firms for more than 10 years. Finance, securities, companies and their related capital market legal services are one of the main businesses of the firm.
The registered address of the office is: room 4 and 5, 10th floor, West Second office building, Oriental Economic and Trade City, Oriental Plaza, No. 1, East Chang’an Street, Dongcheng District, Beijing.
(II) the lawyers in charge of this issuance project of the company are lawyer Zheng Ruizhi and lawyer Shi Jiewei. Their main professional experience is as follows:
Lawyer Zheng Ruizhi, master of civil and commercial law, Tsinghua University. He has successively worked in the Ministry of civil affairs of the people’s Republic of China and the Legislative Affairs Office of the State Council, engaged in administrative law enforcement and legislation, and participated in the drafting and research of many laws and regulations. Lawyer Zheng Ruizhi has been engaged in lawyer business for more than 10 years. He has successively provided relevant legal services such as reorganization, IPO and post listing asset reorganization for listed companies such as Beijing Security Control Technology Co., Ltd., Hebei Sitong new metal materials Co., Ltd. Zhejiang Crystal-Optech Co.Ltd(002273) , Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) and companies to be listed, and has rich experience in capital market legal services.
Shi Jiewei, a lawyer, graduated from the law department of China Youth Political College and obtained a bachelor’s degree in law. His main fields of practice are company, investment and securities. Since his practice, lawyer Shi Jiewei has successively sponsored or participated in joint-stock transformation and investment projects of more than ten companies. Lawyer Shi Jiewei has sponsored or participated in the administrative rectification project of Hebei Securities Co., Ltd. Gf Securities Co.Ltd(000776) backdoor Yanbian highway listing project and the investment and joint-stock transformation projects of several companies. He has served as perennial legal counsel for many companies.
Both lawyers have no records of violations of laws and regulations since their practice.
(III) contact information of the firm and the signing lawyer
Office address: room 4 and 5, 10th floor, West Second office building, Oriental Economic and Trade City, Oriental Plaza, No. 1, East Chang’an Street, Dongcheng District, Beijing
Postal Code: 100738
Tel: 01058116099
E-mail： [email protected].
Zheng Ruizhi [email protected].
Shi Jiewei [email protected].
2、 Working process of making legal opinion and lawyer work report
(I) the exchange and the company reached an agreement on the legal counsel of this offering, and both parties signed a legal counsel agreement to clarify the rights and obligations of both parties and determine the scope of work and responsibilities of the exchange.
(II) after accepting the entrustment of the company, the exchange shall appoint lawyers to carry out due diligence at the location of the company. Our lawyers consulted the company’s documents and materials related to this offering, inquired in detail about the company’s directors, supervisors, senior managers, heads of finance, securities and other departments or other relevant personnel on relevant issues, and understood the issuer’s assets and operating conditions.
After completing the above work, our lawyers put forward a detailed investigation list for the company, and accordingly retrieved, consulted and reviewed all documents and materials related to the issuance, collected and verified the legal documents required for the issuance, and prepared the working paper.
The lawyers of the firm have conducted necessary examination and verification on the company’s subject qualification, equity structure, organization, articles of association, business status, property rights, related relationships, horizontal competition, major contracts, major creditor’s rights and debts, taxation and litigation, as well as the approval and authorization, substantive conditions, application of raised funds and other matters of this issuance.
In the above work process, the working methods used by our lawyers mainly include: conducting on-site investigation of the company’s business site, checking the materials provided by the company, asking the company’s directors, senior managers and heads of relevant departments on relevant issues, checking relevant announcements, web pages or other relevant information, attending the general meeting of shareholders related to this offering We have fully communicated and negotiated with the sponsor Zhongtai Securities Co.Ltd(600918) and other intermediaries on relevant issues. At the same time, our lawyers have also obtained opinions from relevant law enforcement departments on the issuer’s compliance with the law.
The securities project approval team of the exchange reviewed the first draft of the lawyer’s work report and legal opinion issued by the lawyer of the exchange for the issuer’s offering
