Beijing Zhonglun law firm
About Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
Initial public offering of A-Shares and listing on GEM
Legal opinion
March, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
1、 Approval of this listing 1 II. The issuer’s subject qualification for this listing III. substantive conditions for this offering and listing IV. sponsors and sponsors of this listing 4 v. concluding comments four
Beijing Zhonglun law firm
About Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
Legal opinion on initial public offering of A-Shares and listing on GEM
To: Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. (hereinafter referred to as “the company” or “the issuer”) to act as the special legal adviser for the issuer’s initial public offering of A-Shares and listing on the gem, provide legal advisory services for its current offering and listing, and is authorized to issue legal opinions for the issuer’s current offering and listing.
In order to issue this legal opinion, the firm and its handling lawyer hereby make the following statement:
(I) in order to issue this legal opinion, the firm and its handling lawyer have obtained the following guarantee from the issuer: the issuer has provided the firm with the original written materials, copies or oral and written testimony that the handling lawyer of the firm considers necessary for the issuance of this legal opinion, and all facts and documents sufficient to affect the issuance of this legal opinion have been disclosed to the firm without any concealment, falsehood or misleading, All copies and copies are consistent with the original.
(II) in accordance with the business rules, the lawyers in charge of the office have adopted the methods of interview, written examination, field investigation, inquiry and review, and fulfilled the obligation of verification and verification of the authenticity, accuracy and integrity of the contents of the documents and materials on which they are based according to law.
(III) the lawyers of the firm shall perform the special duty of care of legal professionals for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions and other institutions, and serve as the basis for issuing legal opinions for other business matters after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
(IV) for the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments, issuers, other relevant units or relevant persons as the basis for issuing legal opinions.
(V) this legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and the handling lawyers do not have the appropriate qualifications to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves asset evaluation, accounting audit, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
(VI) this legal opinion is issued in accordance with the laws, administrative regulations, rules and normative documents in force in China or in force when the issuer’s acts and relevant facts occur or exist, and based on the lawyers’ understanding of such laws, administrative regulations, rules and normative documents.
(VII) the firm and its handling lawyers promise to abide by the principles of honesty, trustworthiness, independence, diligence and due diligence, abide by the professional ethics and practice discipline of lawyers, and strictly perform their legal duties in accordance with the company law, the securities law, 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 other relevant laws and regulations as well as the relevant provisions of the CSRC, We have fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and the application for this issuance, and ensure that there are no false records, misleading statements and major omissions in this legal opinion, ensure the authenticity, accuracy and integrity of the documents issued, and are willing to bear corresponding legal responsibilities.
(VIII) the exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for this issuance and listing, report it to Shenzhen stock exchange together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
(IX) 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.
The interpretation in the lawyer’s work report on the initial public offering of A-Shares and listing on the gem of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. issued by our lawyer is also applicable to this legal opinion. Based on the above premise, our lawyer issues this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
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1、 Approval of this listing
(I) the issuer’s issuance and listing has been deliberated and approved at the sixth meeting of the first board of directors, the eighth meeting of the first board of directors, the sixth meeting of the second board of directors, the second extraordinary general meeting in 2020, the third extraordinary general meeting in 2020 and the first extraordinary general meeting in 2022.
(II) on January 18, 2022, China Securities Regulatory Commission issued the reply on Approving the registration of initial public offering of shares of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. (Zhengjian license (2022) No. 126) to the issuer, agreeing to the issuer’s application for registration of initial public offering of shares.
(III) the listing of the issuer needs the consent of Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the issuer has fulfilled the internal approval procedures for this listing and has obtained the approval of the CSRC for the registration of the issuer’s initial public offering.
The listing of the issuer needs the consent of Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this listing
(I) the issuer currently holds the business license (Unified Social Credit Code: 91210112ma0p432u8r) issued by Shenyang market supervision and Administration Bureau. At present, it effectively exists in accordance with the law, and there is no situation that needs to be terminated according to laws, regulations, normative documents or the articles of association.
(II) the issuer is a joint stock company established by Ho Co., Ltd. in accordance with the company law and other relevant provisions. Since its predecessor ho Co., Ltd. was established on October 15, 2009, it has been in continuous operation for more than three years.
In conclusion, our lawyers believe that the issuer is a joint stock limited company registered and established according to law and has continued to operate for more than three years, and has the subject qualification of this listing.
3、 Substantive conditions of this listing
(I) basic information of the issuer’s current offering
1. According to the reply on Approving the registration of initial public offering of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. (zjxk [2022] No. 126) issued by the CSRC, the issuer’s application for issuance registration has been approved by the CSRC.
2. This issuance of the issuer is conducted by the combination of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding non restricted A-share shares in Shenzhen market or the market value of non restricted depositary receipts.
According to the online roadshow announcement of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. on initial public offering and listing on GEM, the announcement of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. on initial public offering and listing on GEM, and the announcement of the results of initial public offering and listing on gem of Liaoning Heshi ophthalmic hospital group Co., Ltd, The issuer issued 30.5 million new shares this time at an issue price of 42.50 yuan / share.
3. According to the capital verification report of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. (Rong Cheng Yan Zi [2022] No. 110z0006, hereinafter referred to as the “capital verification report”) issued by Rongcheng Certified Public Accountants (special general partnership) on March 16, 2022, as of March 16, 2022, the issuer has publicly issued 30.5 million RMB common shares (A shares) at an issue price of 42.50 yuan per share, The total amount of raised funds is RMB 129625000000, after deducting the issuance expenses of RMB 13193873578, the actual net amount of raised funds is RMB 11643126422, including an increase in share capital of RMB 3050000000 and an increase in capital reserve of RMB 113381126422. All shareholders of public shares contribute in currency. The registered capital after the change is RMB 12155882400, and the accumulated paid in capital (share capital) is RMB 12155882400.
(II) substantive conditions of this listing
1. The issuer’s registration of this offering has been approved by the CSRC and has completed the public offering, which complies with the provisions of Article 9 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the GEM Listing Rules. 2. The total share capital of the issuer before this issuance is 91058824 yuan. According to the capital verification report issued by Rongcheng Certified Public Accountants (special general partnership), the total share capital of the issuer after this issuance is 12155882400 yuan, not less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
3. The issuer issued 30.5 million new shares this time. After the completion of this issuance, the total share capital of the issuer is 121558824 shares, and the shares publicly issued by the issuer account for 25% of the total shares, which is in line with the provisions of paragraph 1 (III) of article 2.1.1 of the GEM Listing Rules.
4. According to the prospectus of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. for initial public offering and listing on the gem, the specific listing standard selected by the issuer for this offering and listing is “(I) the net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan.”
According to the online roadshow announcement of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. on initial public offering and listing on GEM, the announcement of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd. on initial public offering and listing on GEM, and the announcement of the results of initial public offering and listing on gem of Liaoning Heshi ophthalmic hospital group Co., Ltd, The issuer issued 30.5 million new shares at a price of 42.50 yuan per share. After the issuance, the total share capital of the issuer was 121558824 million shares. According to the audit report issued by Rongcheng Certified Public Accountants (special general partnership), the issuer’s net profit in the last two years is positive and the cumulative net profit is not less than 50 million yuan.
Based on the above, the issuer complies with the provisions of item (IV) of article 2.1.1 and item (I) of article 2.1.2 of the GEM Listing Rules.
5. According to the confirmation of the issuer, the issuer meets other listing conditions stipulated by Shenzhen Stock Exchange and the provisions of item (V) of article 2.1.1 of the GEM Listing Rules.
6. According to the confirmation of the issuer, the issuer and its shareholders, directors, supervisors, senior managers and other responsible subjects have made relevant commitments and binding measures of relevant commitments in accordance with the GEM Listing Rules and the relevant provisions of Shenzhen Stock Exchange, and the contents of commitments and binding measures of commitments made by the issuer and its shareholders, directors, supervisors, senior managers and other responsible subjects are legal and effective, Comply with Article 2.1.6 of the GEM Listing Rules.
7. According to the confirmation of the issuer, the issuer, the actual controller, directors, supervisors and senior managers have issued relevant commitments to ensure that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
In conclusion, our lawyers believe that the issuer’s listing meets the substantive conditions for initial public offering and listing on the gem stipulated in the securities law and the GEM Listing Rules.
4、 Sponsors and sponsors of this listing
According to the recommendation agreement, the issuer has hired Central China Securities Co.Ltd(601375) as the recommendation institution for this listing, which is in line with the provisions of paragraph 1 of Article 10 of the securities law.
5、 Concluding observations
To sum up, our lawyers believe that the issuer has the subject qualification for this listing, the issuer has fulfilled the internal approval procedures for this listing, and has obtained the approval of the CSRC for the registration of the issuer’s initial public offering, and the issuer’s listing meets the substantive conditions specified in the securities law, the GEM Listing Rules and so on. The listing of the issuer needs the consent of Shenzhen Stock Exchange.
This legal opinion is made in triplicate, which shall come into force after being sealed by the exchange and signed by the person in charge of the exchange and the handling lawyer.
(the following page is for signature and seal, without text)
(there is no text on this page, which is the legal opinion of Beijing Zhonglun law firm on the initial public offering of A-Shares and listing on the gem of Liaoning Heshi Ophthalmic Hospital Group Co., Ltd
