Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
of
Supplementary legal opinion (III)
September 2021
Supplementary legal opinion (III)
Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
Supplementary legal opinion (III)
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 offering of convertible corporate bonds (hereinafter referred to as “supplementary legal opinion (I)”) and 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)”).
Now, according to the letter on making preparations for the meeting of the issuance and Examination Committee of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible bonds (hereinafter referred to as the “notification letter”) issued by the CSRC and some changes in the issuer’s situation during the period from January 1, 2021 to June 30, 2021 (hereinafter referred to as the “update period”), On the basis of further inspection of the issuer and the issuance, our lawyers issue this supplementary legal opinion to 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) and supplementary legal opinion (II) are still valid.
Supplementary legal opinion (III)
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 (III)
catalogue
Text 4 part I reply to the notification letter 4 about horizontal competition 4 the second part is the update of matters related to the issuance of convertible bonds 30 I. approval and authorization of this offering 30 II. Subject qualification of this offering 30 III. substantive conditions of this offering IV. establishment of the issuer and initial public offering of shares 36 v. independence of the issuer 36 VI. major shareholders and actual controllers of the issuer 36 VII. Share capital and its evolution after the issuer’s initial public offering of shares 36 VIII. Business of the issuer 37 IX. related party transactions and horizontal competition 39 X. main property of the issuer 40 Xi. Major creditor’s rights and debts of the issuer 41 XII. Major asset changes and mergers and acquisitions of the issuer 42 XIII. Formulation and amendment of the articles of association of the issuer 42 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 42 XV. Directors, supervisors and senior managers of the issuer and their changes 43 XVI. The issuer’s taxation, preferential policies and financial subsidies 43 XVII. Environmental protection, product quality, technology and other standards of the issuer 43 XVIII. Application of funds raised by the issuer 44 XIX. The issuer’s business development objectives 45 XX. Litigation, arbitration or administrative punishment 45 XXI. Evaluation of the legal risk of the issuer’s prospectus 46. Conclusion forty-six
Text
Part I reply to notification letter
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
The core technical personnel of the applicants, Meng Zhiliang and Zhang Hongwei, are the core technical personnel of the applicant, and the core technical personnel of the applicant, Meng Zhiliang and Zhang Hongwei are the core technical personnel of the applicant.
