Shanghai jintiancheng law firm
About Ningbo Tianyi Medical Instrument Co., Ltd
Legal opinion on initial public offering and listing on the gem of Shenzhen Stock Exchange
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters 3 text 5 I. approval and authorization of this issuance and listing 5 II. The issuer's subject qualification for this issuance and listing 5 III. The issuer's substantive conditions for this issuance and listing 7 IV. establishment of the issuer 11 v. independence of the issuer 14 VI. sponsors, shareholders and actual controllers VII. Evolution of the issuer's share capital and 17 VIII. Business of the issuer 18 IX. related party transactions and horizontal competition 19 X. main property of the issuer 23 Xi. Major creditor's rights and debts of the issuer 26 XII. Major asset changes and mergers and acquisitions of the issuer 27 XIII. Formulation and amendment of the articles of association of the issuer 28 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 28 XV. Directors, supervisors and senior managers of the issuer and their changes 28 XVI. Tax of the issuer 29 XVII. Labor employment and social insurance of the issuer 29 XVIII. Environmental protection, product quality, technology and other standards of the issuer 30 XIX. Application of funds raised by the issuer 20. The issuer's business development objectives 31. Litigation, arbitration or administrative punishment 31. Other matters to be explained 32. Evaluation of the legal risk of the issuer's prospectus 32. Concluding comments thirty-two
Shanghai jintiancheng law firm
About Ningbo Tianyi Medical Instrument Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
2015 jlfz No. 0490 to: Ningbo Tianyi Medical Instrument Co., Ltd
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Ningbo Tianyi medical device Co., Ltd. (hereinafter referred to as "the issuer" or "the company" or "Tianyi shares"), and according to the project special legal service contract and its supplementary agreement signed between the issuer and the firm, As a special legal adviser for the issuer's initial public offering and listing on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this issuance and listing").
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law"), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "measures for initial registration") and other relevant laws, regulations, rules and normative documents, This legal opinion is issued on relevant matters related to this issuance and listing.
Declaration matters
I The exchange and its handling lawyers shall act in accordance with the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work reports on public securities issuance And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records The material omission or misleading statement shall bear the corresponding legal liability.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion and the lawyer's work report issued for this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this legal opinion has been guaranteed by the issuer as follows: (I) the issuer has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange for the issuance of this legal opinion; (II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original.
5、 For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units. 6、 The exchange agrees to take this legal opinion and lawyer work report as the necessary legal documents for the issuer's issuance and listing, report them together with other materials, and is willing to bear corresponding legal liabilities. 7、 The exchange agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus by itself or in accordance with the examination requirements of Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
8、 This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
9、 Unless otherwise specified, the definitions of the words involved in this legal opinion are consistent with those contained in the lawyer work report issued for this legal opinion.
Based on the above, the firm and its handling lawyers, in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, issue the following legal opinions:
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1、 Approval and authorization of this issuance and listing
(I) the issuer held the ninth meeting of the second board of directors on October 10, 2020 and the fourth extraordinary general meeting of shareholders in 2020 on October 26, 2020, The proposal on the company's initial public offering and listing, the proposal on the company's initial public offering and listing plan, and the proposal on the feasibility of the investment projects and use of the funds raised by the company's initial public offering were unanimously deliberated and adopted by open ballot Proposals related to this offering and listing, such as the proposal on sharing the accumulated profits of the company before the initial public offering of shares by new and old shareholders, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle the application for initial public offering and listing, and the proposal on Amending the Charter (Draft) of Ningbo Tianyi medical device Co., Ltd, Agree to the relevant arrangements of the issuer for this issuance and listing.
(II) according to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the application for IPO and listing, which was deliberated and adopted by the fourth extraordinary general meeting of shareholders in 2020, the general meeting of shareholders of the issuer has authorized the board of directors to handle matters related to this IPO and listing.
According to the inspection of the lawyers of the exchange, the convening and convening method, the qualification of shareholders and the voting method of the fourth extraordinary general meeting of shareholders of the issuer in 2020 comply with the relevant provisions of the company law and the articles of association. The general meeting of shareholders of the issuer has made a resolution to approve the issuance and listing and authorize the board of directors to handle matters related to the issuance and listing in accordance with legal procedures. The content of the resolution complies with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, and the resolution is legal and effective.
To sum up, our lawyers believe that the issuer's initial public offering and listing has obtained the necessary approval and authorization from the issuer's general meeting of shareholders. The scope of authorization and procedures for the issuer's general meeting of shareholders to authorize the board of directors to handle matters related to this issuance and listing are legal and effective, in accordance with the securities law, the company law, the measures for initial registration and other relevant laws, regulations and rules According to the provisions of the normative documents, the issuer needs to obtain the examination and approval of the Shenzhen stock exchange for this issuance and listing, and report to the CSRC to perform the issuance registration procedures. 2、 The issuer's subject qualification for this issuance and listing
(I) basic information of the issuer
As of the date of issuance of this legal opinion, the basic information of the issuer is as follows:
Company name: Ningbo Tianyi Medical Instrument Co., Ltd
Formerly known as Ningbo Tianyi Medical Instrument Co., Ltd
Unified society 9133020170480869xq
Credit Code
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Address: No. 788, Mozhi North Road, Dongqian Lake Tourist Resort, Ningbo, Zhejiang
Legal representative: Wu Zhimin
The registered capital is 44210526 million yuan
Date of establishment: March 12, 1998
Business term: no fixed term
Registration authority: Ningbo market supervision and Administration Bureau
Manufacturing, processing, wholesale and retail of class I, class II and class III medical devices;
Manufacturing, processing, wholesale and retail of disinfection products; Plastic products, rubber products, gold
Manufacturing, processing, wholesale and retail of products and mechanical accessories; Of pharmaceutical packaging materials
Manufacturing, processing, wholesale and retail; Wholesale and retail of chemical raw materials (excluding hazardous chemicals)
Business scope: sales; Disinfection and sterilization services and technology research and development; Engaged in the field of medicine and medical device science and technology
Technology development, technical consultation, technical services and technology transfer within the; Technology of medical devices
Technical services; Daily mask (non-medical) production; Daily mask (non-medical) sales;
Self operated and acting for the import and export of various goods and technologies, but the state restricts or prohibits the import and export
Except for exported goods and technologies.
(II) the issuer is a joint stock limited company legally established and existing
According to the instructions of the issuer and the inspection of the issuer's industrial and commercial filing materials, relevant audit reports, tax payment materials and industrial and commercial annual inspection materials by the lawyers of the exchange, the issuer is a joint stock limited company established by the overall change of its predecessor Tianyi Co., Ltd. with the net assets converted into shares confirmed by audit. Tianyi Co., Ltd., the predecessor of the issuer, was established on March 12, 1998. On May 17, 2016, the registration of the company was completed in Ningbo Administration for Industry and commerce.
According to the instructions of the issuer and the certification documents issued by the relevant departments examined by the lawyers of the exchange, the issuer has not committed any major illegal acts in its production and business activities in the past three years, nor has it been terminated by the issuer in accordance with relevant laws, regulations, normative documents and the articles of association of the issuer. The issuer is a joint stock limited company established and legally existing according to law.
(III) the issuer has been in continuous operation for more than three years
The issuer was established by a limited company on May 17, 2016 in the form of overall change, and has continued to operate for more than 3 years since its establishment, which is in line with the provisions of Article 10 of the initial registration measures that "the issuer is a joint stock limited company established according to law and has continued to operate for more than 3 years".
(IV) the issuer's organizational structure is sound and in good operation
According to the instructions of the issuer and the verification of the lawyers of the exchange, the issuer has a perfect corporate governance structure, has established and improved the system of shareholders' meeting, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law, and has appointed senior managers such as general manager, deputy general manager, chief financial officer and Secretary of the board of directors. Relevant institutions and personnel can perform their duties according to law, Sound organization and good operation.
To sum up, the lawyers of this firm believe that the issuer is a joint stock limited company established according to law, which has an effective existence and continuous operation for more than three years, has a sound and well functioning organization, and the relevant institutions and personnel can perform their duties according to law, in line with the provisions of laws, regulations, rules and normative documents such as the securities law, the company law, the measures for initial registration and so on, Have the subject qualification of this issuance and listing. 3、 The issuer's substantive conditions for this issuance and listing
According to the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for initial registration and the GEM Listing Rules, the lawyers of the exchange believe that the issuer meets the following conditions:
(I) the issuer's offering and listing this time meets the relevant conditions stipulated in the company law and the securities law. 1. According to the proposal on the initial public offering and listing of the company and the proposal on the initial public offering and listing of the company approved by the issuer's fourth extraordinary general meeting in 2020, The issuer has made resolutions on the type, amount, price and issuing object of shares to be publicly issued to the public, which is in line with the provisions of Article 133 of the company law.
2. Upon the inspection of the lawyers of the exchange, the issuer has communicated with the recommendation institution about the issuance and listing
