Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
of
Supplementary legal opinion (II)
August 2021
Supplementary legal opinion (II)
Beijing Ruiqiang law firm
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Public issuance of convertible corporate bonds
Supplementary legal opinion (II)
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") has been issued to the issuer 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 "lawyer work report") and the supplementary legal opinions of Beijing Ruiqiang law firm on Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) public offering of convertible corporate bonds (I) (hereinafter referred to as "supplementary legal opinion (I)").
According to the oral feedback of the CSRC and the requirements of the issuer, our lawyers issue this legal opinion on the basis of further checking the issuer's situation related to the issuance and listing, 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 and legal opinion are still valid.
Unless otherwise specified, the premises, assumptions and relevant abbreviations issued in this supplementary legal opinion are the same as lawyers' work report and legal opinion.
The statements made in our legal opinion and lawyer work report are also applicable to this supplementary legal opinion.
Supplementary legal opinion (II)
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.
catalogue
Text 4 supplementary question 1 4 supplementary question 2 7 supplementary question 3 21 supplementary question 4 26 supplementary question 5 thirty-one
Text
Supplementary question 1
According to the application documents, the convertible bonds issued in this public offering will be placed preferentially to the original shareholders. The applicant is requested to supplement and disclose whether the shareholders or directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds; If yes, whether there is any situation or arrangement to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose it. The recommendation institution and lawyers are invited to give verification opinions.
reply:
(I) plans or arrangements of shareholders holding more than 5% of the issuer's shares, directors, supervisors and senior managers on the issuance and subscription of convertible bonds
As of the date of issuance of this supplementary legal opinion, the plans or arrangements of shareholders, directors, supervisors and senior managers holding more than 5% of the issuer for the issuance and subscription of convertible bonds are as follows:
Serial name / name position shareholding quantity (shares) shareholding proportion No. subscription
1 Xie Xiaolin holds more than 5% of the shareholders and 37171000 directors, and 42.89% are directors and general managers
2 horizontal directors 11317501.31%
3. Director and deputy general manager of Zhang Zhihong 11250001.30%
4. Director Xie Xiaofeng 7350000.85%
5 Wu Jie, director, deputy general manager and 675000 of the board of directors, 0.78% are secretaries
6. Director Zhu Wenfeng 900000.10%
7 Li Junde independent director -- no
8 Jiao leipeng independent director -- no
9 independent director of Haiyun - no
10 Luo Qingshui, chairman of the board of supervisors 2000000.23%
11 Liu Zhao Shareholder Representative Supervisor 2341000.27% yes
12 supervisor He Jun -- yes
13 Jian Baoliang employee representative supervisor 750000.09%
14 Li Hongwei, employee representative supervisor -- yes
15 Meng Zhong, deputy general manager -- yes
16 Zhu Fengming CFO 2475000.29% yes
17 Zhang Dezhu deputy general manager 1125000.13% yes
18 Huang Jilin, deputy general manager 3000000.03%
(II) whether there is any situation or arrangement to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds
According to the information publicly disclosed by the issuer and verified by our lawyers, the issuer has not issued convertible corporate bonds since its initial public offering and listing.
According to the information publicly disclosed by the issuer, the register of shareholders and the objects of this commitment to subscribe, Xie Xiaolin, Wu Jie, Xie Xiaofeng, Zhang Pingping, Zhang Zhihong, Zhu Wenfeng, Luo Qingshui, Liu Zhao, He Jun, Jian Baoliang, Li Hongwei, Zhang Dezhu, Huang Jilin, Meng Chong Zhu Fengming's stock trading records of 15 natural persons and the letter of commitment on the issuance and subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) convertible bonds issued by Zhu Fengming and verified by the lawyers of the exchange, the shareholders, directors, supervisors and senior managers holding more than 5% of the shares participating in the issuance and subscription of convertible bonds did not reduce the shares of the issuer within six months before the issuance of this supplementary legal opinion; As of the issuance date of this supplementary legal opinion, there is no plan or arrangement to reduce its shares in the company.
(III) commitments of shareholders, directors, supervisors and senior managers holding more than 5% of the Issuer on the issuance and subscription of convertible bonds
On July 23, 2021, 14 natural persons, including Xie Xiaolin, Wu Jie, Zhang Pingping, Zhang Zhihong, Zhu Wenfeng, Luo Qingshui, Liu Zhao, He Jun, Jian Baoliang, Li Hongwei, Zhang Dezhu, Huang Jilin, Meng Chong and Zhu Fengming, issued the letter of commitment on the issuance and subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) convertible bonds respectively. On July 25, 2021, Xie Xiaofeng, the object of this commitment subscription, issued the commitment letter on the issuance and subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) convertible bonds; The contents are as follows:
"1. I promise to participate in the subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible bonds;
2. Within 6 months before and after the subscription of this convertible bond, I have no situation or arrangement to reduce Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) shares or Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) issued convertible bonds;
3. I will strictly abide by the relevant regulations on short-term trading and insider trading during the subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) convertible bonds in the future;
4. If I violate the above commitments to reduce my holdings of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) shares or Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) issued convertible bonds, the resulting income shall belong to Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) and I am willing to bear corresponding legal liabilities. "
On July 23, 2021, Jiao leipeng, Li Junde and Ren Haiyun, who did not participate in the subscription, respectively issued the letter of commitment on the issuance and subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) convertible bonds, which is as follows:
"1. I promise not to participate in the subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible bonds;
2. I will not entrust other entities to participate in the subscription of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) this public offering of convertible bonds. " (IV) verification procedures and verification opinions
1. In response to the above matters, our lawyers have performed the following verification procedures:
Obtained and consulted the register of shareholders of the issuer, the relevant commitment letters issued by shareholders holding more than 5%, directors, supervisors and senior managers on whether to participate in the subscription of this convertible bond issuance, consulted the public disclosure information of the issuer and the stock trading records of the object of this commitment subscription, and confirmed the intention of the above object on the subscription of this convertible bond issuance, It is confirmed that the object promised to subscribe does not have the situation or arrangement of reducing the shares of the listed company or the issued convertible bonds within six months before and after the subscription of the convertible bonds.
2. Verification opinions of the exchange
After verification, our lawyers believe that:
Shareholders, directors, supervisors and senior managers holding more than 5% of the issuer's shares have issued relevant commitment letters on whether to participate in the issuance and subscription of convertible bonds; Within six months before and after the subscription of the convertible bonds, the object promised to subscribe does not have the situation or arrangement of reducing the shares of the issuer or the issued convertible bonds, which is in line with the relevant laws and regulations such as the securities law, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange Regulations and normative documents.
Supplementary question 2
According to the application documents, Ouke pharmaceutical acquired by the actual controller of the applicant in 2019 is also engaged in the R & D, production and sales of Chinese patent medicine. During the reporting period, the applicant has associated procurement and sales with Ouke pharmaceutical. The applicant is requested to supplement and disclose the specific business situation and main products of Ouke pharmaceutical, and demonstrate whether the applicant constitutes horizontal competition and whether the actual controller violates the relevant public commitment to avoid horizontal competition in combination with the product type, technical characteristics, historical evolution, ownership structure, employment of personnel, overlap of customers and suppliers, etc, Whether the raised investment project adds horizontal competition. The recommendation institution and lawyers are invited to give verification opinions.
reply:
(I) specific operation and main products of Ouke pharmaceutical
In April 2019, Shaanxi Jiaxing Real Estate Development Co., Ltd. (hereinafter referred to as "Jiaxing real estate") acquired 100% equity of Shaanxi Ouke Pharmaceutical Co., Ltd. (hereinafter referred to as "Ouke pharmaceutical"), becoming a wholly-owned shareholder of Ouke pharmaceutical; After the second equity transfer, as of the date of issuance of this supplementary legal opinion, the largest shareholder of Ouke pharmaceutical is Xie Nan, the daughter of Mr. Xie Xiaolin, and the actual controller is Xie Xiaolin.
As of the date of issuance of this supplementary legal opinion, the basic information of Ouke pharmaceutical is as follows:
Enterprise name Shaanxi Ouke Pharmaceutical Co., Ltd
Unified social credit Code: 916110267588185000
Date of establishment: November 18, 2003
The registered capital is 120 million yuan
Registered address: xialiang Industrial Development Zone, Zhashui County, Shangluo City, Shaanxi Province
Legal representative: Xie Xiaofeng
The main business is the R & D, production and sales of Chinese patent medicine
General items: warehousing equipment leasing services; Sales of disinfectants (excluding hazardous chemicals); in
