Guohao law firm (Shenzhen)
about
Guangdong taienkang Pharmaceutical Co., Ltd
Initial public offering
Listed on the growth enterprise market of Shenzhen Stock Exchange
of
Legal opinion
Floors 24, 31, 41 and 42, special zone newspaper building, 6008 Shennan Avenue, Shenzhen zip code: 518034
24 / F, 31 / F, 41 / F, 42F, tequbaoye building, 6008 Shennan Avenue, Shenzhen, Guangdong Province 518034, China Tel: (+ 86) (755) 83515666 fax / Fax: (+ 86) (755) 83515333
Website: http://www.grandall.com.cn.
March, 2002
Guohao law firm (Shenzhen)
About Guangdong taienkang Pharmaceutical Co., Ltd
The IPO shares are listed on the gem of Shenzhen Stock Exchange
Legal opinion on listing
No.: GLG / SZ / a4793 / FY / 2022098 to: Guangdong taienkang Pharmaceutical Co., Ltd
Guohao law firm (Shenzhen) (hereinafter referred to as "the firm") has accepted the entrustment of Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as "taienkang" or "the issuer") to act as the special legal adviser for the issuer's initial public offering of RMB common shares (A shares) and listing on the gem (hereinafter referred to as "the 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"), and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the "administrative measures") The legal opinions on the issuance of securities on the Shenzhen Stock Exchange (hereinafter referred to as the legal opinions on the issuance of securities on the 12th edition of China Securities Regulatory Commission) and other relevant regulatory documents on the issuance of securities on the Shenzhen Stock Exchange This legal opinion is issued in the spirit of ethics and diligence. In order to issue this legal opinion, our lawyer declares as follows:
1、 In accordance with the provisions of the securities law, the administrative measures, the listing rules, the administrative measures for securities legal business of law firms and the practicing rules for securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, responsibility and good faith, Full verification and verification have been carried out to ensure that the facts identified in the legal opinions 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、 Our lawyers agree to take this legal opinion as a necessary legal document for the issuer's issuance and listing, report it together with other materials, and are willing to bear corresponding legal liabilities.
3、 In order to issue this legal opinion, the issuer has guaranteed to provide the lawyers of this firm with true, complete and effective original written materials, copies or oral testimony necessary for issuing this legal opinion, and ensure that the copies or copies are consistent with the original.
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 issued by relevant government departments, issuers or other relevant units.
5、 Our lawyers only express their opinions on the legality and relevant legal issues related to the issuer's issuance and listing, and do not express their opinions on the accounting, audit, asset evaluation and other professional matters involved in the issuer's participation in the issuance and listing. Unless our lawyers explicitly express their opinions, our legal opinions refer to some data and conclusions in the relevant accounting statements, audit reports and asset evaluation reports, It does not mean that we make any express or implied guarantee for the authenticity and accuracy of these data or conclusions. Our lawyers are not qualified to verify and evaluate the contents of these documents.
6、 Our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. 7、 This legal opinion is only used by the issuer for the purpose of this listing and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
Section I main body
1、 Approval and authorization of this issuance and listing
(I) on September 2, 2020, the issuer held the sixth extraordinary general meeting of shareholders in 2020 and approved the issuance and listing in accordance with legal procedures; On December 25, 2020, the issuer held the eighth extraordinary general meeting of shareholders in 2020 and adjusted the plan of this issuance and listing in accordance with legal procedures. The convening, convening and voting procedures of the aforesaid shareholders' meeting of the issuer comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the contents of the resolutions of the shareholders' meeting are legal and effective.
(II) the sixth extraordinary general meeting of shareholders of the issuer in 2020 authorized the board of directors of the issuer to handle matters related to the issuance and listing. The scope and procedures of the above authorization are legal and effective.
(III) on September 15, 2021, Shenzhen Stock Exchange issued the announcement on the results of the 58th review meeting of the municipal Party Committee on the gem in 2021. After the review of the 58th review meeting of the GEM Listing Committee of Shenzhen Stock Exchange in 2021, the issuer met the issuance conditions, listing conditions and information disclosure requirements.
(IV) on January 25, 2022, the China Securities Regulatory Commission approved and issued the reply on Approving the registration of initial public offering of shares of Guangdong taienkang Pharmaceutical Co., Ltd. (CSRC license [2022] No. 203), and approved the issuer's application for registration of initial public offering of shares.
In conclusion, our lawyers believe that the issuer's issuance and listing has been approved and authorized internally by the issuer in accordance with legal procedures, and the relevant resolutions are still within the validity period, which has been reviewed and approved by the municipal Party Committee on the gem of Shenzhen Stock Exchange and approved by the CSRC for registration.
The issuer needs to obtain the approval of Shenzhen stock exchange for this listing, and the Shenzhen Stock Exchange will sign a listing agreement with the issuer.
2、 The issuer's qualification to issue shares
(I) after verification by the lawyers of the firm, the issuer was established on January 22, 1999 as Shantou Taikang Pharmaceutical Co., Ltd. at the time of establishment, and changed its name to Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as "taienkang Co., Ltd.") on June 20, 2006. On December 12, 2011, taienkang Co., Ltd. was converted into a joint stock limited company according to the original book net asset value, The establishment and overall change of the issuer into a joint stock limited company comply with the provisions of the laws, regulations and normative documents in force at that time.
(II) after verification by the lawyers of the firm, the issuer now holds the business license with the unified social credit code of 9144050071228956x7 issued by Shantou market supervision and administration on June 29, 2020, which is valid according to law. The issuer does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association.
In conclusion, our lawyers believe that the issuer is a joint stock limited company established and effectively existing according to law and has the subject qualification of this issuance and listing.
3、 Substantive conditions for this issuance and listing
(I) according to the announcement on the results of the initial public offering of shares by Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as the "announcement on the issuance results") and the capital verification report (Huaxing Yan Zi [2022] No. 2 Fiyta Precision Technology Co.Ltd(000026) 0380) (hereinafter referred to as the "capital verification report") issued by Huaxing Certified Public Accountants (special general partnership) on the funds raised in this issuance and verified by the lawyers of this firm, The issuer has issued 59.1 million new shares to the public, and such issuance has been approved by the CSRC's zjxk [2022] No. 203 document, which complies with the provisions of Article 47 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the listing rules.
(II) according to the announcement on the initial public offering of shares by Guangdong taienkang Pharmaceutical Co., Ltd. (hereinafter referred to as the "issuance announcement"), the announcement on the issuance results and the capital verification report, and verified by the lawyers of the exchange, the total share capital of the issuer before the issuance is 177287500 yuan, and after the completion of the issuance, the total share capital of the issuer is 236387500 yuan, The total share capital shall not be less than 30 million yuan, in line with the provisions of Article 47 of the securities law and item (II) of paragraph 1 of article 2.1.1 of the listing rules.
(III) according to the issuance announcement, the issuance result announcement and the capital verification report and verified by the lawyers of the exchange, the issuer issued 59.1 million new shares this time, and the total number of shares after the completion of this issuance was 236387500. The new shares issued by the issuer this time accounted for more than 25% of the total number of shares after the completion of this issuance, which was in line with Article 47 of the securities law Article 2.1.1 (III) of the listing rules.
(IV) according to the audit report of Guangdong taienkang Pharmaceutical Co., Ltd. (hxsz [2021] No. 2 Fiyta Precision Technology Co.Ltd(000026) 0202) issued by Huaxing Certified Public Accountants (special general partnership) and verified by our lawyers, the net profit of the issuer in the last two years, i.e. 2019 and 2020, is positive, and the cumulative net profit is not less than 50 million yuan, which is in line with Article 47 of the securities law Item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph 1 of article 2.1.2 of the listing rules.
(V) according to the relevant commitments issued by the issuer and its directors, supervisors and senior managers, the issuer and its directors, supervisors and senior managers guarantee that the contents of the listing application documents submitted to Shenzhen Stock Exchange are true, accurate and complete, without false records, misleading statements or major omissions, and comply with article 2.1.7 of the listing rules.
(VI) the issuer has prepared the listing announcement, articles of association and other documents in accordance with relevant regulations, which complies with article 2.1.9 of the listing rules.
(VII) all shareholders of the issuer prior to the listing of this offering have locked up and restricted the transfer of their shares in the company in accordance with relevant regulations and their respective circumstances, which is in line with the provisions of articles 2.3.3, 2.3.4 and 2.3.8 of the listing rules.
(VIII) the controlling shareholders, actual controllers, directors, supervisors and senior managers of the issuer have respectively signed the statement and commitment of controlling shareholders and actual controllers and the statement and commitment of directors (supervisors and senior managers) in accordance with relevant regulations, and the above documents have been witnessed by our lawyers and submitted to Shenzhen Stock Exchange and the board of directors of the issuer for filing, which is in line with Article 4.2.1 of the listing rules Article 4.3.1. To sum up, our lawyers believe that the issuer's issuance meets the substantive conditions for stock listing stipulated in the securities law, listing rules and other laws, regulations and normative documents.
4、 Recommendation institution and recommendation representative
(I) the issuer has hired Guotai Junan Securities Co.Ltd(601211) as the recommendation institution for this issuance and listing. The company has been registered with the CSRC and listed in the list of recommendation institutions. At the same time, it has the membership of Shenzhen Stock Exchange and complies with the provisions of Article 49 of the Securities Law and article 3.1.1 of the listing rules. (II) according to the recommendation agreement signed between the issuer and the recommendation institution, the issuer and the recommendation institution have clarified the rights and obligations of both parties during the application for listing and continuous supervision of the shares issued by the issuer, which is in line with Article 3.1.2 of the listing rules.
(III) the recommendation institution has designated Liu Xiangmao and Xu Zhenyu as the recommendation representatives in accordance with the law to be specifically responsible for the recommendation of this listing and as the designated contact between the recommendation institution and Shenzhen Stock Exchange. Both of the above two recommendation representatives are natural persons registered with the CSRC and included in the list of recommendation representatives, which comply with the provisions of article 3.1.3 of the listing rules.
5、 Concluding observations
In conclusion, our lawyers believe that the issuer's issuance and listing has obtained the approval and authorization required by laws, regulations and normative documents at this stage; As of the date of issuance of this legal opinion, the issuer is a joint stock limited company legally established and effectively existing, and has the subject qualification of this listing; This listing of the issuer complies with the conditions for the listing of shares stipulated in the securities law, listing rules and other relevant laws, regulations and normative documents, and has been recommended by a suitably qualified recommendation institution; The issuer needs to obtain the approval of Shenzhen stock exchange for this listing, and the Shenzhen Stock Exchange will sign a listing agreement with the issuer. (there is no text below, followed by the signature page)
Section II signature page
[there is no text on this page, which is the signature page of the legal opinion of Guohao law firm (Shenzhen) on the listing of the initial public offering shares of Guangdong taienkang Pharmaceutical Co., Ltd. on the gem of Shenzhen Stock Exchange] this legal opinion is issued on mm / DD / YY, in quadruplicate, without copies.
Guohao law firm (Shenzhen)
Person in charge: Handling lawyer:
Ma zhuotan
