Shanghai Hansheng law firm
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Chengda Pharmaceutical Co., Ltd
Legal opinion on the compliance of strategic placement of initial public offering and listing on GEM
Shanghai Hansheng law firm
Address: floor 22-23, building 1, Century Financial Plaza, No. 729, Yanggao South Road, Shanghai Postal Code: 200127 Tel: (021) 5187 7676 Fax: (021) 6185 9565
mail box: [email protected].
Shanghai Hansheng law firm
About Chengda Pharmaceutical Co., Ltd
Compliance of strategic placement of initial public offering and listing on GEM
Legal opinion
To: Everbright Securities Company Limited(601788)
Shanghai Hansheng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Everbright Securities Company Limited(601788) (hereinafter referred to as “sponsor”, “lead underwriter” or ” Everbright Securities Company Limited(601788) “), Check the selection criteria and placement qualifications of strategic investors of Chengda Pharmaceutical Co., Ltd. (hereinafter referred to as “the issuer”, “the company” or “Chengda pharmaceutical”) who have issued shares for the first time and are listed on the gem (hereinafter referred to as “this issuance and listing”). According to the measures for the administration of securities issuance and underwriting (revised in 2018) (CSRC order [No. 144]), the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (CSRC order [No. 167]), and the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21, hereinafter referred to as the “special provisions”), detailed rules for the implementation of the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919, hereinafter referred to as the “detailed rules”) and other relevant laws According to the provisions of laws, regulations and normative documents, our lawyers issue this legal opinion.
Declaration matters
1、 The firm and its lawyers have strictly performed their statutory duties in accordance with the provisions of laws, regulations, rules and normative documents such as the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms, 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 issuance date of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2、 The exchange and its lawyers only express opinions on the selection criteria, placement qualification and other relevant matters of the issuer’s strategic investors for this issuance and listing, but do not express opinions on professional matters such as accounting, audit, asset evaluation and internal control. The reference in this legal opinion to some data and conclusions in relevant accounting statements, audit reports, asset evaluation reports and internal control assurance reports 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, the sponsor (lead underwriter) and the strategic investor as follows:
(i) It has provided the original written materials, copies, copies, confirmation letters or certificates required by the exchange to issue this legal opinion.
（2） The documents and materials provided 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、 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.
6、 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. 7、 The exchange agrees to take this legal opinion as one of the necessary legal documents for the issuer’s issuance and listing, report it together with other materials, and is willing to bear corresponding legal liabilities.
8、 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 without the written consent of the exchange.
Based on the above, we and our lawyers issue this legal opinion in accordance with the provisions of relevant laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry.
Text
1、 Strategic placement scheme and selection criteria of strategic investors
(i) Strategic placement scheme
The lawyers of the exchange have verified the strategic placement plan of Chengda Pharmaceutical Co., Ltd. for initial public offering and listing on the gem (hereinafter referred to as the “strategic placement plan”), and the strategic placement agreement between Shanghai Everbright Securities Company Limited(601788) Asset Management Co., Ltd. and Chengda Pharmaceutical Co., Ltd. on initial public offering and listing on the gem According to the strategic placement agreement between Everbright fuzun Investment Co., Ltd. and Chengda Pharmaceutical Co., Ltd. on initial public offering and listing on the gem (hereinafter collectively referred to as the “strategic placement agreement”), the strategic placement scheme is as follows:
1. Number of strategic placements
The number of shares to be publicly issued by the issuer this time is 24174035 shares, accounting for 25.00% of the total number of shares of the company after issuance, all of which are new shares to be publicly issued, and the shareholders of the company do not offer shares to the public. In this offering, the number of initial strategic placement shares was 3.626105 million, accounting for 15.00% of this offering. The difference between the final strategic placement quantity and the initial strategic placement quantity will be reversed according to the principles specified in the callback mechanism.
2. Strategic placement object
In this offering, strategic placement investors include the following two categories:
(1) The issuer’s senior managers and core employees participated in the special asset management plan established by this strategic placement – Guangzheng asset management Chengda pharmaceutical employees participated in the gem strategic placement collective asset management plan (hereinafter referred to as “Chengda pharmaceutical employee salary management plan”);
(2) Relevant subsidiaries of the sponsor participating in the follow-up investment: if the offering price exceeds the lower of the median and weighted average of the quotations of offline investors after excluding the highest quotation, and the median and weighted average of the quotations of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, The relevant subsidiary of the sponsor, Everbright fuzun Investment Co., Ltd. (hereinafter referred to as “Everbright fuzun”) will participate in the strategic placement of this offering in accordance with relevant regulations.
There is no other strategic investor arrangement except Chengda pharmaceutical staff salary management plan and Everbright fuzun (contingent). 3. Participation scale
The number of Chengda pharmaceutical staff salary management plan participating in the strategic placement shall not exceed 10.00% of the scale of this public offering, i.e. 2417403 shares, and the scale of raised funds shall not exceed 66 million yuan.
(2) Everbright fuzun (contingent) follow-up investment scale
If the offering price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, Everbright fuzun will participate in the strategic placement of this offering in accordance with relevant regulations and subscribe for 2% – 5% of the issuer’s IPO shares. The specific proportion will be determined according to the size of the issuer’s IPO shares:
① If the issuance scale is less than 1 billion yuan, the follow-up investment ratio is 5%, but not more than 40 million yuan;
② If the issuance scale is more than 1 billion yuan and less than 2 billion yuan, the follow-up investment proportion is 4%, but not more than 60 million yuan;
③ If the issuance scale is more than 2 billion yuan and less than 5 billion yuan, the follow-up investment proportion is 3%, but not more than 100 million yuan;
④ If the issuance scale is more than 5 billion yuan, the follow-up investment ratio is 2%, but not more than 1 billion yuan.
Everbright fuzun expects the follow-up investment ratio to be 5% of the number of this public offering, that is, 1208702 shares, and no more than 40 million yuan. As the final subscription quantity of Everbright fuzun is related to the final issue price and issue scale, the sponsor (lead underwriter) will adjust the final subscription quantity of Everbright fuzun after determining the issue price. 4. Placing conditions
The issuer has signed a strategic placement agreement with the managers of Everbright fuzun and Chengda pharmaceutical staff salary management plan. The strategic placement object does not participate in the preliminary inquiry of this offering, and promises to subscribe for the number of shares it has promised to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter).
5. Placement period
The restricted period of shares allocated to Chengda pharmaceutical staff salary management plan is 12 months, which shall be calculated from the date of listing of the shares publicly issued on the Shenzhen Stock Exchange.
The sales restriction period of Everbright fuzun (contingent) and the allocated shares is 24 months, which shall be calculated from the date of listing of the shares in this public offering on the Shenzhen Stock Exchange.
After the expiration of the restricted sale period, the reduction of the allocated shares by the strategic placement investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
（2） Selection criteria of strategic investors
According to Article 32 of the implementation rules, the investors participating in the issuer’s strategic placement mainly include:
(i) Large enterprises or their subordinate enterprises with strategic cooperative relationship or long-term cooperative vision in business with the issuer;
（2） Large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention;
（3） A securities investment fund established by public offering, whose main investment strategies include investment strategy, placement of securities and closed operation;
（4） Where follow-up investment is implemented in accordance with the provisions of the detailed rules for the implementation of business, the alternative investment subsidiary legally established by the recommendation institution or the alternative investment subsidiary legally established by the securities company that actually controls the recommendation institution;
（5） The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
（6） Other strategic investors who comply with laws, regulations and business rules.
According to the strategic placement plan, the strategic placement investors in this offering include the following two categories:
(1) The senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement;
(2) Relevant subsidiaries of the sponsor participating in the follow-up investment: if the offering price exceeds the lower of the median and weighted average of the quotations of offline investors after excluding the highest quotation, and the median and weighted average of the quotations of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, Everbright fuzun, the relevant subsidiary of the sponsor, will participate in the strategic placement of this offering in accordance with the strategic placement agreement.
Except for the special asset management plan and Everbright fuzun (contingent), there are no other strategic investor arrangements.
（3） Verification opinions of our lawyers
Our lawyers believe that there are no more than 10 strategic investors in this offering, and the total number of shares allocated to strategic investors does not exceed 20% of the number of shares in this public offering; Senior managers and key employees participate in the strategic placement of this offering through the establishment of an asset management plan, and the number of shares allocated does not exceed 10% of the number of shares issued to the public; The relevant subsidiaries of the sponsor participate in the follow-up investment (contingent), and the expected follow-up investment proportion is 5% of the number of this public offering, but not more than 40 million yuan, which is in line with the relevant provisions of the special provisions and the implementation rules. The selection criteria of strategic investors comply with the relevant requirements of Article 32 of the implementation rules on Investors Participating in the issuer’s strategic placement.
2、 Placing qualification of strategic investors
(i) Chengda pharmaceutical staff salary management plan
1. Basic information
According to the asset management contract of Guangzheng asset management Chengda pharmaceutical employees participating in the gem strategic placement collective asset management plan (hereinafter referred to as the “asset management contract”), the Filing Certificate of Chengda pharmaceutical employees’ salary management plan and other materials, and through the lawyers of the exchange on the website of China Securities Investment Fund Association (www.amac. Org. CN.) Through inquiry, the basic information of Chengda pharmaceutical employee salary management plan is as follows:
Product Name: Guangzheng asset management Chengda pharmaceutical employees participate in the gem strategic placement collective asset management plan
Date of establishment: December 14, 2021
Filing date: December 14, 2021
Maturity date: December 13, 2026
Filing Code: stm610
Manager: Shanghai Everbright Securities Company Limited(601788) Asset Management Co., Ltd
Custodian Industrial Bank Co.Ltd(601166)
Investment type equity
The contributors of Chengda pharmaceutical employee salary management plan are the issuer’s senior management and core employees, totaling 90. The information of the contributors of Chengda pharmaceutical employee salary management plan is as follows:
Serial number name post holding subscription amount corresponding to whether the asset management plan is the proportion of participants in the issuance (10000 yuan) plan director, supervisor and Gao
1. Chairman Ge Jianli 2400.0036.36%
2. Lu Gang, director and general manager, 2100.0031.82%
3 Lu Jin, deputy general manager 1
