Shanghai jintiancheng law firm
About Maiwei (Shanghai) Biotechnology Co., Ltd
Legal opinions on verification matters of strategic investors for initial public offering and listing on the science and Innovation Board
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Maiwei (Shanghai) Biotechnology Co., Ltd
Legal opinions on verification matters of strategic investors for initial public offering and listing on the science and Innovation Board
To: Haitong Securities Company Limited(600837)
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" and "lead underwriter"), This legal opinion is issued to verify the strategic placement of strategic investors participating in the initial public offering of shares by Maiwei (Shanghai) Biotechnology Co., Ltd. (hereinafter referred to as the "issuer" and "Maiwei biotechnology") and listing on the science and Innovation Board (hereinafter referred to as the "issuance").
The lawyers of the firm shall act 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") This legal opinion is issued in accordance with the 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") and other laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
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 verified 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 recommendation institution (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 since they were provided to the exchange and this legal opinion was issued. 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 for any other purpose by anyone 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, the sponsor (lead underwriter) and the strategic investor, and issued the following legal opinions:
1、 Basic information of strategic investors
(i) Haitong venture capital
1. Subject information
According to the business license, articles of association and relevant registration materials provided by Haitong innovation Securities Investment Co., Ltd. (hereinafter referred to as "Haitong venture capital") and verified by our lawyers, as of the date of issuance of this legal opinion, the basic information of Haitong venture capital is as follows:
Company name: Haitong innovation Securities Investment Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: room 107n, building 2, No. 774, Changde Road, Jing'an District, Shanghai
Legal representative: Shi Jianlong
Registered capital: RMB 1.15 billion
Date of establishment: April 24, 2012
Business term: from April 24, 2012 to non agreed term
Business scope: securities investment, financial product investment, equity investment. [projects subject to approval according to law,
Business activities can be carried out only with the approval of relevant departments]
Shareholders Haitong Securities Company Limited(600837) hold 100% equity
According to the business license, articles of association, letter of commitment, etc. provided by Haitong venture capital and verified by our lawyers, Haitong venture capital 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 Haitong venture capital and verified by our lawyers, as of the date of issuance of this legal opinion, Haitong Securities Company Limited(600837) holds 100% equity of Haitong venture capital.
3. Strategic placement qualification
According to Article 18 of the implementation measures, the science and Innovation Board tries out the follow-up investment system of relevant subsidiaries of the recommendation institution. The relevant subsidiaries legally established by the recommendation institution of the issuer or other relevant subsidiaries legally established by the securities company that actually controls the recommendation institution participate in the strategic placement of this offering.
Haitong venture capital is a wholly-owned alternative investment subsidiary of Haitong Securities Company Limited(600837) . Therefore, Haitong venture capital has the qualification of strategic placement as the relevant subsidiary of the sponsor.
4. Relationship with the issuer and the lead underwriter
According to the business license and articles of association provided by Haitong venture capital and verified by our lawyers, Haitong venture capital is a wholly-owned subsidiary of the lead underwriter, and Haitong venture capital has an associated relationship with the lead underwriter.
After verification by lawyers of the exchange, Haitong venture capital held 1.65% of the shares of the issuer before the issuance, and Haitong venture capital did not appoint directors to the issuer; Haitong venture capital and the issuer are completely independent individuals in business decision-making, and Haitong venture capital does not have a substantive impact on the issuer's business and decision-making. Haitong venture capital's participation in the strategic placement of Maiwei biological IPO is a compulsory follow-up investment in accordance with the requirements of laws and regulations. It is not affected by the above relationship, and there is no "6. Other direct or indirect transfer of interests" in Article 9 of the underwriting guidelines. In addition to the above, Haitong venture capital has no other related relationship with the issuer.
5. Sources of funds involved in strategic placement
The working capital of venture capital is sufficient to cover the subscription capital of the strategic placement agreement signed with the issuer; Meanwhile, Haitong venture capital issued a commitment, and the funds used by Haitong venture capital to pay this strategic placement are its own funds.
6. Commitments related to this offering
According to the implementation measures, business guidelines and other laws and regulations, Haitong venture capital issued a letter of commitment on participating in the strategic placement, with the specific contents as follows:
"(1) the company is an alternative investment subsidiary established by law as a recommendation institution Haitong Securities Company Limited(600837) . The company is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or entrusting other investors to participate in the strategic placement;
(2) The capital source of the company's participation in this strategic placement is its own capital;
(3) The company will not transfer the shares held in this placement in any form during the restricted sale period;
(4) There is no transfer of improper interests between the company and the issuer or other interested parties; (5) The holding period of the company's shares obtained from this placement is 24 months from the date of the issuer's initial public offering of RMB common shares (A shares) and listing; After the expiration of the restricted sale period, the reduction of the shares allocated to the company shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction;
(6) The company will not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and will not seek the control right of the issuer during the restricted sale period of the allocated shares;
(7) The issuer and the lead underwriter fail to promise the company that the share price will rise after listing, or if the share price does not rise, the issuer will buy back the shares or give any form of economic compensation;
(8) The lead underwriter did not commit to the company to share the underwriting fees, introduce to participate in the strategic placement of other issuers, return the brokerage commission for the placement of new shares, etc;
(9) The issuer has not promised the company to appoint any person associated with the company as the director, supervisor and senior management of the issuer during the restricted sale period of the shares allocated to the company.
(10) In case of violation of this letter, the company is willing to bear the relevant responsibilities arising therefrom and accept all losses and consequences arising therefrom. "
（2） Maiwei biological special asset management plan
1. Subject information
According to the asset management contract (hereinafter referred to as "asset management contract") and Filing Certificate of Fucheng Haifutong Maiwei biological employees participating in the strategic placement collective asset management plan on the science and Innovation Board (hereinafter referred to as "Maiwei biological special asset management plan"), and through the lawyers of this firm on the website of China Securities Investment Fund Association (www.amac. Org. CN.) Through inquiry, the basic information of Maiwei biological special asset management plan is as follows:
Product Name: Fucheng Haifutong Maiwei biological employees participate in the collective asset management plan for strategic placement of science and Innovation Board
Product Code: ste318
Name of manager: Shanghai Fucheng Haifutong Asset Management Co., Ltd
Custodian name Haitong Securities Company Limited(600837)
Filing date: December 8, 2021
Date of establishment: December 7, 2021
Maturity date: December 8, 2031
Investment type equity
2. Actual dominant subject
According to the relevant provisions of the asset management contract, the manager independently manages and uses the assets of the asset management plan in accordance with the provisions of the asset management contract; The voting rights of the shares held by the asset management plan shall be exercised by the manager on behalf of the asset management plan in accordance with the law. Therefore, Shanghai Fucheng Haifutong Asset Management Co., Ltd. (hereinafter referred to as "Fucheng Haifutong"), the manager of Maiwei biological special asset management plan, can independently decide the investment, management and internal operation of invested projects within the agreed scope of the asset management plan, and is the actual dominant subject of Maiwei biological special asset management plan.
3. Strategic placement qualification
Maiwei biological special asset management plan has obtained the Filing Certificate of China Securities Investment Fund Industry Association on December 8, 2021 and is qualified for this strategic placement.
4. Deliberations of the board of directors and personnel composition
According to the asset management contract, the name, position, whether the participant of Maiwei biological special asset management plan is the director, supervisor and senior manager of the issuer, payment amount, subscription proportion, etc. are as follows:
No. Name job actual contribution amount asset management plan share holding proportion of employee category (10000 yuan)
1 Liu Datao, director, 3600.0042.02% senior management and general manager of Maiwei biology
2 Xie ningmaiwei biological director, 300.003.50% senior management, general manager of Taikang biological
3 Zhang Jinchao, director, 350.004.09% senior management and deputy general manager of Maiwei biology
4 Wang Shuhai, deputy general manager of Maiwei biology, 260.003.03% of senior managers
Director of Maiwei biology
5 Hu Huiguo, deputy general manager, director, 150.001.75% senior management, Secretary of the board of directors
6. Dong Weiyi is the deputy general manager of Maiwei biology, and 125.001.46% of the senior managers are the managers
7 Li hanmaiwei, deputy general manager of biology, 253.002.95% senior managers
8 Chen Xi, deputy general manager of Maiwei biology, 1850.0021.59% of senior managers
9 Yu Shanshan, general manager of Maiwei biology, 1000.0011.67% Key Employee Assistant
10 Ding Mansheng, deputy general manager of Taikang biology, 680.007.94% of core employees
total
