Shanghai jintiancheng law firm
About Suzhou fujilai Pharmaceutical Co., Ltd
Legal opinion on initial public offering and listing on the gem of Shenzhen Stock Exchange
Address; 9/11/12, Shanghai Center Tower, No. 501, Yingcheng Middle Road, Pudong New Area, Shanghai.
Telephone; 02120511000 fax; 02120511999 zip code; two hundred thousand one hundred and twenty
Shanghai jintiancheng law firm
About Suzhou fujilai Pharmaceutical Co., Ltd
Initial public offering of shares and listing on the gem of Shenzhen Stock Exchange
Legal opinion
To; Suzhou fujilai Pharmaceutical Co., Ltd
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – Legal opinions and lawyer work report on public securities issuance, and the measures for the administration of securities legal business of law firms This legal opinion is issued in accordance with the provisions of relevant laws, regulations and normative documents, such as the securities legal business practice rules of law firms (for Trial Implementation), the GEM Listing Rules of Shenzhen Stock Exchange and so on.
In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the issuer and obtained the following guarantees from the issuer; The issuer has provided the lawyers of this firm with the original written materials, copies, copies, photocopies, confirmation letters or certificates necessary for issuing this legal opinion, and all facts and documents sufficient to affect this legal opinion have been disclosed to the lawyers of this firm; All documents, confirmations and certificates provided and the facts stated are true, accurate and complete without any concealment, false statement and omission; If the document is a copy, copy or photocopy, it is completely consistent and consistent with the original or the original, and the signature and seal on the document are true and valid. The validity of the original and the original of each document has not been revoked by the government department within its validity period, and they are held by their respective legal holders as of the date of issuance of this legal opinion. 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 by government departments, issuers or other relevant units to make judgments.
In accordance with the provisions of relevant laws, regulations and normative documents and the entrustment of the issuer, our lawyers have checked the legitimacy of the issuer’s authorization and approval of this issuance and listing, the subject qualification of this issuance and listing, the conditions of this issuance and listing, the reporting documents and relevant facts, And give legal opinions on the facts that have occurred and existed before the issuance of this legal opinion according to the lawyers’ understanding of the facts and Chinese law.
Our lawyers only express opinions on legal issues related to the issuer’s issuance and listing, and only express legal opinions in accordance with the relevant provisions of China’s current effective laws, regulations and normative documents, and do not express opinions on professional matters such as audit, asset evaluation and internal control. Our lawyers have performed the necessary duty of care when quoting some data and conclusions in professional reports such as accounting reports, audit reports, asset evaluation reports and internal control reports in this legal opinion, but such quoting is not deemed to be any express or implied guarantee for the authenticity and accuracy of these data and conclusions, Our lawyers are not qualified to verify and evaluate such data and conclusions. Therefore, our lawyers rely on the opinions in the professional report issued by qualified institutions to make judgments.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation) and the facts that have occurred or exist before the date of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements and major omissions.
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. Our lawyers agree that the issuer shall take this legal opinion as the necessary legal document for applying for this issuance and listing, report it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law. Based on the above, our lawyers have examined and verified the relevant documents and facts provided by the issuer in accordance with the requirements of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, and now issue the following legal opinions.
interpretation
In this legal opinion, unless the context otherwise requires, the following words or abbreviations have the following meanings;
Abbreviation full name or meaning
The issuer and the company refer to Suzhou fujilai Pharmaceutical Co., Ltd
This issuance refers to the issuer’s application for initial public offering of RMB common shares
The issuer applies for the initial public offering of RMB ordinary shares, and this issuance and listing refers to
Listing its shares on the growth enterprise market of Shenzhen Stock Exchange
Fujilai Co., Ltd. refers to Changshu fujilai pharmaceutical and Chemical Co., Ltd., which is the predecessor of the issuer.
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Sponsor and Oriental Investment Bank refer to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Shanghai jintiancheng law firm
Rongcheng certified public accountants means Rongcheng Certified Public Accountants (special general partnership)
“Rong Cheng Yan Zi [2022] No. 230z0049” capital verification report issued by Rong Cheng certified public accountants refers to
Capital verification report
The articles of association refers to the articles of association of Suzhou fujilai Pharmaceutical Co., Ltd
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for the registration of initial public offerings on the gem (Trial)
(2020)
Shenzhen Stock Exchange GEM Listing Rules (the Listing Rules in 2020 refers to
Revised in December)
The laws, administrative regulations and rules of China currently promulgated and in force shall be referred to by laws, regulations and normative documents
And normative documents
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Text
1、 Approval of the issuer for this issuance and listing
The sixth meeting of the third board of directors of the issuer and the third extraordinary general meeting of shareholders in 2020 deliberated and adopted the proposal on Amending the company’s plan for applying for initial public offering and listing and other proposals related to this stock listing. The validity period of the resolution is 36 months from April 22, 2019.
On February 16, 2022, the CSRC approved and issued the reply on Approving the registration of Suzhou fujilai Pharmaceutical Co., Ltd. for initial public offering (zjxk [2022] No. 251), and approved the issuer’s application for registration of initial public offering. The reply shall be valid within 12 months from the date of consent to registration.
In conclusion, our lawyers believe that the issuer has obtained the necessary internal approval of the issuer for this issuance and listing, and has obtained the approval of the CSRC for registration. The listing of the issuer’s shares still needs the consent of Shenzhen Stock Exchange. 2、 The issuer’s subject qualification for this issuance and listing
The issuer now holds the business license (Unified Social Credit Code: 913205007205525400) issued by Suzhou administrative examination and approval Bureau. At present, it is valid in accordance with the law, and there is no need to terminate it in accordance with the current laws, regulations, normative documents and the articles of association of China.
The issuer is a joint stock limited company established by fujilai Co., Ltd. in November 2013. Since the overall change, the issuer has been in continuous operation for more than three years.
In conclusion, our lawyers believe that the issuer is a joint stock limited company established in accordance with the law and has continued to operate for more than three years, complies with the provisions of laws, regulations, rules and normative documents such as the securities law, the company law and the administrative measures, and has the subject qualification of this issuance and listing. 3、 The issuer’s substantive conditions for this issuance and listing
1. According to the reply on Approving the registration of initial public offering of Suzhou fujilai Pharmaceutical Co., Ltd. (zjxk [2022] No. 251) issued by the CSRC, this offering has been approved and registered by the CSRC and complies with the provisions of item (I) of paragraph 1 of article 2.1.1 of the listing rules;
2. According to the capital verification report issued by Rongcheng certified public accountants, the total share capital of the issuer after this issuance is 91.67 million shares and the registered capital is 91.67 million yuan, which is in line with the provisions of item (II) of paragraph 1 of article 2.1.1 of the listing rules;
3. According to the reply on Approving the registration of initial public offering of Suzhou fujilai Pharmaceutical Co., Ltd. (zjxk [2022] No. 251), the announcement on the results of initial public offering of Suzhou fujilai Pharmaceutical Co., Ltd. and the capital verification report issued by Rongcheng accountant, the number of shares issued by the issuer is 22.92 million. After the issuance is completed, The total share capital of the issuer is 91.67 million shares, and the shares issued to the public account for 25% of the total shares of the issuer, which meets the provisions of item (III) of paragraph 1 of article 2.1.1 of the listing rules;
4. According to the prospectus, the issuer is a domestic enterprise and there is no voting right difference arrangement. The specific listing criteria are: the net profit in the last two years is positive, and the cumulative net profit is not less than 50 million yuan, which is in line with the provisions of item (IV) of article 2.1.1 of the listing rules;
5. The issuer and its directors, supervisors and senior managers have issued a commitment to ensure that the listing application documents submitted to the Shenzhen Stock Exchange are true, accurate and complete, free from false records, misleading statements or major omissions, and comply with article 2.1.7 of the listing rules.
In addition, the relevant commitments made by the issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other responsible subjects on this listing and the binding measures for failing to fulfill the relevant commitments have been signed by the issuer, its controlling shareholders, actual controllers, directors, supervisors, senior managers and other responsible subjects, and the commitments made by the relevant subjects comply with laws, administrative regulations The provisions of departmental rules and other normative documents, as well as the requirements of the CSRC, and the binding measures that can be taken in case of breach of commitments proposed by relevant commitment subjects are legal and effective.
In conclusion, our lawyers believe that this issuance and listing of the issuer complies with the provisions of laws, regulations and normative documents such as the securities law, the administrative measures and the listing rules, and meets the substantive conditions for this issuance and listing. 4、 The sponsor institution and sponsor representative of the issuer for this issuance and listing
This listing of the issuer is sponsored by China Eastern Investment Bank, which is a securities operating institution registered by China Securities Commission and listed in the list of sponsors and has the membership of Shenzhen Stock Exchange, which complies with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the listing rules.
Dongfang investment bank designated Bian Jiazhen and Ge shaozheng as the sponsor representatives to be responsible for the sponsor of the issuer’s issuance and listing, and as the designated contact between the sponsor and Shenzhen Stock Exchange, which is in line with the provisions of article 3.1.3 of the listing rules. 5、 Concluding observations
To sum up, our lawyers believe that the issuer has the subject qualification for this issuance and listing. This issuance and listing has been approved by the general meeting of shareholders of the company and registered with the consent of the CSRC. This issuance and listing meets the conditions stipulated in laws, regulations and normative documents such as the securities law, the administrative measures and the listing rules, and has been sponsored by a suitably qualified sponsor; The listing of the issuer’s shares requires the consent of the Shenzhen Stock Exchange.
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(there is no text on this page, which is the signature page of the legal opinion of Shanghai jintiancheng law firm on the initial public offering of Suzhou fujilai Pharmaceutical Co., Ltd. and its listing on the gem of Shenzhen Stock Exchange)
Lawyer in charge of Shanghai jintiancheng law firm;
He niansheng
person in charge;
