Guangdong Huashang law firm
About Rongchang biopharmaceutical (Yantai) Co., Ltd
Special verification of strategic investors in initial public offering and listing on the science and Innovation Board
Legal opinion
Guangdong Huashang law firm
CHINA COMMERCIAL LAW FIRM. GUANG DONG
21-25 / F, Hong Kong China Travel Service building, 4011 Shennan Avenue, Futian District, Shenzhen
21-25/F,CTS Building,No.4011,ShenNan Road,Shenzhen PRC.
Tel: 00867558302555 Fax: 008675583025068
Postal code (P.C.): 518048 website http://www.huashang.cn.
Guangdong Huashang law firm
About Rongchang biopharmaceutical (Yantai) Co., Ltd
Special verification of strategic investors in initial public offering and listing on the science and Innovation Board
Legal opinion
To: Huatai United Securities Co., Ltd. and JPMorgan securities (China) Co., Ltd
Guangdong Huashang law firm (hereinafter referred to as "the firm") is entrusted by Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united" and "sponsor"), Check the strategic placement of six strategic investors, including Huatai Innovation Investment Co., Ltd., the relevant subsidiary of the sponsor, who participated in the initial public offering of shares by Rongchang biopharmaceutical (Yantai) Co., Ltd. (hereinafter referred to as "the issuer" or "Rongchang biopharmaceutical") and listed on the science and innovation board (hereinafter referred to as "the offering"). On the basis of full verification, The handling lawyer of the firm (hereinafter referred to as "the lawyer of the firm") issues this legal opinion.
The lawyers of this firm are in accordance with the securities law of the people's Republic of China (Order No. 37 of the president of the people's Republic of China) (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance and underwriting (Order No. 144 of the China Securities Regulatory Commission) (hereinafter referred to as the "administrative measures"), and the code for underwriting initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 213) (hereinafter referred to as the "underwriting code") The measures for the implementation of the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board (SZF [2021] No. 76) (hereinafter referred to as the "implementation measures"), the guidelines for the application of the rules for the issuance and underwriting of shares on the Shanghai Stock Exchange Kechuang board No. 1 - initial public offering of shares (SZF [2021] No. 77) (hereinafter referred to as the "underwriting guidelines") and other laws, regulations and normative documents, This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
For the issuance of this legal opinion, our lawyer hereby makes the following important tips and statements:
1. In accordance with the provisions of 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), and 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, followed the principles of diligence and good faith, and in accordance with the implementation measures and other laws In accordance with the requirements of laws and regulations and normative documents, the strategic investors of this issuance shall be checked 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, Huatai united, JPMorgan securities (China) Co., Ltd. (hereinafter referred to as "JPMorgan") (Huatai united and JPMorgan hereinafter collectively referred to as "joint lead underwriter") and strategic investors have guaranteed that the materials and documents provided to our lawyers are true, accurate and complete without any concealment, omission, falsehood or misleading; The materials and documents have not changed on the date of providing to the exchange and the date of issuing this legal opinion.
4. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony, written statements or copies of 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 by anyone for any other purpose 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.
Based on the above tips and statements, in accordance with the relevant requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have consulted the relevant documents and facts provided by the issuer, CO lead underwriters and strategic investors, and now issue the following legal opinions:
1、 Basic information of strategic investors
According to Article 8 of the underwriting guidelines, investors who can participate in the strategic placement of the issuer mainly include: (I) large enterprises or their subordinate enterprises with strategic cooperation relationship or long-term cooperation vision with the issuer; (II) large insurance companies or their subordinate enterprises, national large investment funds or their subordinate enterprises with long-term investment intention; (III) securities investment funds established by public offering, whose main investment strategies include investment strategy, allotment of shares and closed operation; (IV) relevant subsidiaries of the sponsor participating in the follow-up investment; (V) the senior management and core employees of the issuer participate in the special asset management plan established by this strategic placement; (VI) other strategic investors who comply with laws, regulations and business rules.
According to the strategic placement plan and other materials provided by the co lead underwriters, a total of 6 strategic investors participated in the strategic placement of this offering. The specific information is as follows:
Name and type of strategic investors
number
1. Related subsidiaries of the sponsor participating in the follow-up investment of Huatai Innovation Investment Co., Ltd
(hereinafter referred to as "Huatai innovation")
2 everyone Life Insurance Co., Ltd
(hereinafter referred to as "everyone life")
3 large insurance companies or their subordinate enterprises, national large investment funds or their subordinate 3-1 basic endowment insurance fund 15021 portfolio enterprises with long-term investment intention of the National Social Security Fund Council
3-2 national social security fund 114 portfolio
Shanghai Guosheng industry empowerment private investment fund partnership
4 (limited partnership)
(hereinafter referred to as "Guosheng Funeng") is a large enterprise or its subordinate enterprise 5 (hereinafter referred to as "Zhangjiang science and technology investment") that has a strategic cooperative relationship with the issuer or a long-term cooperative vision of Shanghai Zhangjiang science and Technology Venture Capital Co., Ltd
The senior managers and core employees of the issuer of Huatai Rongchang biological home No. 1 science and Innovation Board employee stock ownership collection participate in 6 asset management plan (hereinafter referred to as "the special asset management plan No. asset management plan established by Rongchang biological home No. 1 strategic placement")
(I) Huatai innovation
1. Subject information
According to the business license, articles of association and relevant industrial and commercial registration materials provided by Huatai innovation and verified by our lawyers, as of the date of issuance of this legal opinion, the industrial and commercial information of Huatai innovation is as follows: Company Name: Huatai Innovation Investment Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Address: 701-8 to 701-11, floor 7, building 28, Fengsheng Hutong, Xicheng District, Beijing
The legal representative Sun Ying has a registered capital of 350 million yuan (the following "Yuan" is "RMB")
Date of establishment: November 21, 2013
Business term: November 21, 2013 to November 20, 2033
Project investment; Investment management; Sales of precious metals; hotel management; Operating with branches at the lower limit: residential
Accommodation; Food and Beverages; Selling food; Fitness services; Swimming Pool; Laundry collection; Typing and copying;
Public parking service for motor vehicles; Conference services; Undertake exhibitions; Tourism information consultation; Ticketing
Agency services.
(1) no fund shall be raised in public without the approval of relevant departments; 2
The business scope is to publicly carry out trading activities of securities products and financial derivatives; 3. No loan shall be granted; 4. No
Providing guarantees to enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal is not
Loss or promised minimum return "; Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; no
May engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Shareholder Huatai Securities Co.Ltd(601688) (hereinafter referred to as " Huatai Securities Co.Ltd(601688) ")
According to the business license, articles of association, questionnaire and other materials provided by Huatai innovation and verified by our lawyers, Huatai innovation is a limited liability company established according to law, and there is no situation that it must be terminated in accordance with relevant laws and regulations and the articles of association. Its operating funds are its own funds, there is no situation that it is established by raising funds from investors in a non-public manner, and there is no situation that the assets are managed by the fund manager, Nor did he act as any private equity fund manager. Therefore, Huatai innovation is not a private investment fund or private placement manager regulated in accordance with the securities investment fund law of the people's Republic of China, the Interim Measures for the supervision and administration of private investment funds and the measures for the registration and filing of private investment fund managers (Trial), and does not need to perform the registration and filing procedures in accordance with relevant regulations. 2. Ownership structure
According to the business license, articles of association and other materials provided by Huatai innovation and verified by our lawyers, as of the date of issuance of this legal opinion, the only shareholder and actual controller of Huatai innovation is Huatai Securities Co.Ltd(601688) . The equity structure of Huatai innovation is as follows:
3. Strategic placement qualification
According to the information provided by Huatai innovation and verified by our lawyers, Huatai Securities Co.Ltd(601688) is the controlling shareholder and actual controller of the sponsor Huatai United. Huatai innovation is a wholly-owned subsidiary established by Huatai Securities Co.Ltd(601688) according to law. Therefore, Huatai innovation is a "relevant subsidiary of the sponsor participating in the follow-up investment", which is qualified to participate in the strategic placement of the issuer, and meets the provisions of Article 8 (IV) of the underwriting guidelines.
4. Relationship with the issuer and the joint lead underwriters
According to the business license and articles of association provided by the issuer and Huatai innovation, as well as the questionnaire provided by Huatai innovation, and verified by our lawyers, as of the date of issuance of this legal opinion, Huatai innovation is a wholly-owned subsidiary of the parent company Huatai Securities Co.Ltd(601688) of the sponsor Huatai united, and Huatai innovation has an associated relationship with the sponsor Huatai united; Huatai innovation has no relationship with the issuer and JPMorgan Chase.
5. Sources of subscription funds participating in strategic placement
According to the commitment letter provided by Huatai innovation and the strategic investor subscription agreement signed with the issuer, Huatai innovation promises to participate in the strategic placement with its own funds. It is the actual holder of the placement shares, and there is no situation of being entrusted by other investors or other investors to participate in the strategic placement.
6. Letter of commitment related to this offering
According to the implementation measures, underwriting guidelines and other laws and regulations, Huatai innovation issued a commitment letter on participating in this strategic placement, with the specific contents as follows:
"(I) the company has the corresponding legal qualification of securities investor, participates in this strategic placement and has performed the internal and external approval procedures according to law;
(II) 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. The source of funds used by the company to participate in the strategic placement is its own funds, and its participation in the strategic placement is in line with the investment direction of the funds;
(III) the company will not transfer the shares held in this placement in any form during the restricted sale period.
(IV) there is no act of transferring improper interests between the company and the issuer or other interested parties. (V) the holding period of the company's shares allocated this time is 24 months from the date of the issuer's initial public offering and listing. After the expiration of the sales restriction period, the reduction of the company's shares shall be subject to the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction.
(VI) the company is a wholly-owned alternative investment subsidiary of Huatai Securities Co.Ltd(601688) and is a self operated investment institution. The company fully uses its own funds to participate in the subscription of new shares, and does not involve the use of products to raise funds or private placement filing.
(VII) the company shall not use the shareholder status obtained by the allocated shares to affect the normal production and operation of the issuer, and shall not seek the control of the issuer during the restricted sale period of the allocated shares.
(VIII) the company shall open a special securities account to deposit the allocated shares, and effectively isolate, manage and account separately from the securities of the company and Huatai Securities Co.Ltd(601688) self operated, asset management and other businesses, and shall not be mixed with other businesses. Above special securities account
