Shanghai Jinmao Kaide law firm
About the initial public offering and listing on the gem of Guangdong taienkang Pharmaceutical Co., Ltd
Matters related to strategic investors
of
Special legal opinions
March 2022
Jin Mao Partners
Jinmao Kaide law firm
13F, Hong Kong New World Tower, No. 300 Huaihai Zhong Rd, Shanghai, 200021, P.R.C.
13th floor, Hong Kong Shanghai New World Co.Ltd(600628) building, 300 Huaihai Middle Road, Shanghai, China zip code: 200021
Shanghai Jinmao Kaide law firm
About Guangdong taienkang Pharmaceutical Co., Ltd
In the process of IPO and listing on GEM
Matters related to strategic investors
Special legal opinions
To: Guotai Junan Securities Co.Ltd(601211) Dear Sirs:
Shanghai Jinmao Kaide law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” and “sponsor (lead underwriter)”, and appoints lawyer you Guang and Lawyer Zhang Bowen (hereinafter referred to as “handling lawyer” and “the firm’s lawyer”) to serve as Guotai Junan Securities Co.Ltd(601211) as the sponsor Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as “taienkang” or “the issuer”) as the lead underwriter engaged special legal counsel during the initial public offering of shares and listing on the gem (hereinafter referred to as “the offering”), on the selection criteria of strategic investors related to the placement of strategic investors in the issuer’s offering The qualification of placing and the prohibition of placing have been verified. Now, in accordance with the measures for the administration of securities issuance and underwriting (hereinafter referred to as the “measures”) and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “Registration Measures”) The special provisions on the issuance and underwriting of initial public offerings on the gem (hereinafter referred to as the “special provisions”) The provisions of relevant laws, regulations, normative documents and self regulatory requirements, such as the detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) and the code for underwriting initial public offerings under the registration system (hereinafter referred to as the “underwriting code”), Issue this special legal opinion (hereinafter referred to as “this legal opinion”).
The firm and its handling lawyers have strictly performed their statutory duties in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, 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), and the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured 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 responsibilities.
During the investigation for issuing this legal opinion, the sponsor (lead underwriter) guarantees to truthfully provide all the original written materials, copies and oral testimony deemed necessary by our lawyers for issuing this legal opinion, and ensure its authenticity, accuracy, completeness and effectiveness; Ensure that the seals and signatures on relevant documents are true, and the photocopies of relevant documents are consistent with their originals; We promise not to make false or misleading statements to our lawyers. If there are false, misleading statements or major omissions, we are willing to bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as a necessary legal document for this issuance, report it together with other materials, and is willing to bear corresponding legal liabilities. This legal opinion is only used for the purpose of placement verification of strategic investors in this issuance of tynkon, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange issues the following legal opinions:
1、 On the subject qualification of strategic investors in this offering
According to the information of the strategic placement plan of Guangdong taienkang Pharmaceutical Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “placement plan”), the strategic placement object of this issuance is composed of the special asset management plan of the issuer’s senior managers and core employees and the follow-up investment of relevant subsidiaries of the sponsor.
The strategic investors participating in the strategic placement of the issuer are Guotai Junan Securities Co.Ltd(601211) Zhengyu Investment Co., Ltd. (hereinafter referred to as “Zhengyu investment”) and Guotai Junan Securities Co.Ltd(601211) Junxiang gem tyenkang No. 1 strategic placement collective asset management plan (hereinafter referred to as “tyenkang No. 1 asset management plan”).
1. Details of Zhengyu investment
(1) Basic information
After consulting the business license and other materials held by Zhengyu investment, our lawyers found that Zhengyu investment now holds the business license issued by Shanghai market supervision and Administration Bureau, with the unified social credit code of 91310000ma1fl54t3m and the type of limited liability company (sole proprietorship of legal person invested or controlled by non natural person), The business term is from February 12, 2018 to no fixed term. The legal representative is Wen Zhi, whose domicile is room 1106, No. 3255, Zhoujiazui Road, Yangpu District, Shanghai, with a registered capital of 300 million yuan. The business scope is “equity investment and investment in financial products. [projects subject to approval according to law can only be carried out with the approval of relevant departments]”.
(2) Controlling shareholder and actual controller
As of the date of issuance of this legal opinion, Zhengyu investment is a wholly-owned subsidiary established by the sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) with Guotai Junan Securities Co.Ltd(601211) holding 100% of its equity and Guotai Junan Securities Co.Ltd(601211) actually controlling Zhengyu investment. (3) Strategic placement qualification
According to the provisions of “strategic placement” in Chapter III and “follow-up investment of relevant subsidiaries of the sponsor” in Chapter IV of the implementation rules, as a sponsor (lead underwriter) Guotai Junan Securities Co.Ltd(601211) legally established, csyu investment has the provisions of item (IV) of Article 32.
According to the relevant provisions of the code for the management of alternative investment subsidiaries of securities companies, Guotai Junan Securities Co.Ltd(601211) since 2018, the alternative investment business beyond the list of self operated investment varieties has been fully undertaken by csyu investment, and the compliance and risk management of csyu investment have been incorporated into the Guotai Junan Securities Co.Ltd(601211) unified system of the parent company.
(4) Association relationship
Upon verification, zyu investment is a wholly-owned subsidiary of Guotai Junan Securities Co.Ltd(601211) and there is no relationship between zyu investment and the issuer.
(5) Sources of subscription funds participating in strategic placement
The funds used by Zhengyu investment to participate in this strategic placement are its own funds.
Based on the above, the exchange believes that csyu investment is a limited liability company established and legally existing in accordance with legal procedures, and csyu investment is a wholly-owned subsidiary of the sponsor Guotai Junan Securities Co.Ltd(601211) and Guotai Junan Securities Co.Ltd(601211) directly holds 100% of the equity of csyu investment, which is in line with the provisions of the implementation rules and special provisions, Zhengyu investment has the subject qualification of strategic investors participating in the strategic placement of this issuance.
2. Details of taienkang No. 1 asset management plan
(1) Basic information
The lawyers of the firm have consulted the management contract of Guotai Junan Securities Co.Ltd(601211) Junxiang gem taienkang No. 1 strategic placement collective asset management plan (hereinafter referred to as “asset management contract”) of taienkang No. 1 asset management plan, the Filing Certificate of asset management plan, the resolution of the board of directors of the issuer and other materials, And visit the website of China Securities Investment Fund Association (www.amac. Org. CN.) The specific information is as follows:
Taienkang No. 1 asset management plan was established on January 26, 2022. The manager is Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd. and the custodian is Industrial Bank Co.Ltd(601166) Guangzhou Branch. The scale of raised funds is 108.32 million yuan. The actual controlling entity is Shanghai Guotai Junan Securities Co.Ltd(601211) Securities Asset Management Co., Ltd; The actual controlling entity is not the senior management and core employees of the issuer. Tyenkang No. 1 asset management plan currently exists legally, has completed relevant filing procedures, and obtained the Filing Certificate of China Securities Investment Fund Industry Association on January 28, 2022. The product code is stw031.
The names, positions and proportions of the issuer’s senior managers and core employees participating in the establishment of tynkang No. 1 asset management plan are as follows:
Serial number name Title whether it is the share of special plan of listed company, the share of special plan is higher than that of senior managers and core employees (10000 yuan) (example (%)
1 the chairman and general manager of Zheng Hanjie is 389835.99
2 the director and deputy general manager of Chen Chun is 458 4.23
3 Li Ting’s director, deputy general manager and director are 458 4.23
Board Secretary
4 Lin Sanhua’s chief financial officer is 458 4.23
5 Lin Zili supervisor and general manager assistant is 458 4.23
6 Xu Lihong, chairman of the board of supervisors and auditor general 275 2.54
prison
The manager of Zheng hanqiang’s administrative department is 238 2.20
8. The director of Sun Tao’s marketing center is 183 1.69
9 the general manager of Xing Peiping taienkang pharmaceutical factory is 183 1.69
Luo Yihua, general manager of Anhui taienkang, is 183.1.69
The general manager of Zheng Ruihan technology industry is 183 1.69
The general manager of Xu Zhiyi taienkang equipment factory is 183 1.69
13 Zhong Qiang Shandong Huabo Kaisheng Chemical Pharmaceutical Research Co., Ltd. is 183 1.69
Project leader of development center
14 Chen Shaojun, deputy director of OTC promotion department, 147 1.36
15 Hu hanzhao, the manager of infrastructure department, is 147 1.36
16 Liang Ying’s manager of audit department is 147 1.36
17 Zhou Guixi the manager of finance department is 147 1.36
18. The cashier of Xu Xiaoyan’s finance department is 147.1.36
19 Cai Xiaoqiang, director of human resources department, 147 1.36
20 Zhang Songhui human resources manager is 147 1.36
21 He Zhenliang, director of sales control department, 147 1.36
22 Li Mingming, director of OTC promotion department, 147 1.36
23 Li Yongfeng, the director of sales department is 110 1.02
24 Wang Jianxin’s supervisor and deputy director of sales department is 147.1.36
25 Yi Rui
