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Shenzhen meimeichuangyi Medical Technology Co., Ltd. issued RMB common shares for the first time and was listed on the gem
Supplementary legal opinion (VI)
11th and 12th floors, Taiping finance tower, 6001 Yitian Road, Futian District, Shenzhen, China Postal Code: 51801711,12f, Taiping finance tower, Yitian Road, Futian District, Shenzhen 518017 Tel: (0755) 88265288 Fax: (0755) 88265537
Email (e-mail): [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Shenzhen meimeichuangyi Medical Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
of
Supplementary legal opinion (VI)
Xinda shouchuangyi Zi [2021] No. 005-06 to: Shenzhen Meimei Chuangyi Medical Technology Co., Ltd
According to the employment agreement of special legal counsel signed by Shenzhen meimeimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “issuer” and “company”) and Guangdong Xinda law firm (hereinafter referred to as “Xinda”), Xinda accepted the entrustment of the company to act as its special legal counsel for its initial public offering of RMB common shares in China and listing on the gem of Shenzhen Stock Exchange.
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Xinda lawyer has verified and verified the documents and facts related to the issuance and listing, The legal opinion of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “legal opinion”) has been issued The lawyer work report of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “lawyer work report”) The supplementary legal opinion (I) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (I)”) The supplementary legal opinion (II) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (II)”) The supplementary legal opinion (III) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (III)” The supplementary legal opinion (IV) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (IV)”) The supplementary legal opinion (V) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Shenzhen meimeichuangyi Medical Technology Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (V)”).
Whereas the listing audit center of Shenzhen Stock Exchange issued the Audit Center’s opinion implementation letter on Shenzhen meimeichuangyi Medical Technology Co., Ltd. applying for initial public offering and listing on the gem (hereinafter referred to as the “implementation letter”) on March 25, 2022, Xinda lawyer, in accordance with the provisions of relevant laws, regulations and normative documents, in accordance with the business standards recognized by the lawyer industry In the spirit of ethics and diligence, after further checking the relevant situation of the issuer’s issuance and listing on the relevant issues involved in the implementation letter, Guangdong Xinda law firm issued the supplementary legal opinion (VI) of Shenzhen meimeichuangyi Medical Technology Co., Ltd. on the initial public offering of RMB common shares and listing on the gem (hereinafter referred to as the “supplementary legal opinion”).
In the process of issuing this supplementary legal opinion, Cinda has obtained the following guarantee from the issuer: the copy of the document provided by it is consistent with the original; All seals and signatures in the documents are true; The documents and relevant statements provided by it are true, accurate, complete, without omission, and do not contain any misleading information; All facts and documents sufficient to affect this offering have been disclosed to Cinda without any concealment or omission. For the fact that Xinda believes that it is very important to issue this supplementary legal opinion and cannot be supported by independent evidence, Xinda relies on the confirmation of relevant government departments, companies or supporting documents issued by other units or reports of relevant professional institutions to express its opinions.
Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings in the legal opinion and lawyer work report. The matters stated by Cinda in the legal opinion and lawyer work report are applicable to this supplementary legal opinion. This supplementary legal opinion constitutes a supplement to the legal opinion and the lawyer’s work report.
catalogue
Text 4 question 3: about the historical evolution 4 question 5: about revenue recognition and the largest customer ten
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Question 3: about historical evolution
The reply of application materials and audit inquiry shows that:
(1) Xiong Xiaochuan served as the general manager of the Overseas Department of Guangdong Meihao Pharmaceutical Co., Ltd. from 2006 to 2008, but did not hold the equity of Guangdong Meihao Pharmaceutical Co., Ltd. and there was no affiliated relationship between Guangdong Meihao Pharmaceutical Co., Ltd. and the issuer during the reporting period;
(2) In February 2014, the issuer absorbed and merged Meihao mould under the same control, among which Xiong Zhihui was the shareholder holding 7.50% equity of Meihao mould, and the above shareholding was held by Xiong Xiaochuan, the actual controller of the issuer; Xiong Zhizhi is the limited partner of meichuang JINDA, the issuer’s industrial shareholding platform.
Please the issuer:
(1) Explain whether there is any dispute on trade name or trademark and other intellectual property rights between the issuer and Meihao pharmaceutical, and whether there is any capital, business or other interest arrangement between Meihao pharmaceutical and the issuer and its related parties during the reporting period;
(2) Combined with the high shareholding ratio of the actual controller, this paper explains how to ensure the effectiveness of corporate governance, how to prevent the risk of improper control by the actual controller, and the effective mechanism to be adopted to protect the interests of small and medium-sized investors;
(3) Explain whether Xiong Zhizhi is a relative of the issuer’s actual controller, whether the shares of the issuer held by the relative of the issuer’s actual controller are in line with the provisions of the Q & A on the IPO and listing of gem shares of Shenzhen Stock Exchange.
Ask the sponsor and the issuer’s lawyer to express clear opinions.
1、 Explain whether there is any dispute on trade name or trademark and other intellectual property rights between the issuer and Meihao pharmaceutical, and whether there is any capital, business or other interest arrangement between Meihao pharmaceutical and the issuer and its related parties during the reporting period
(I) whether there is any dispute over intellectual property rights such as trade names or trademarks between the issuer and Meihao pharmaceutical. Xiong Xiaochuan served as the general manager of Overseas Department of Guangdong Meihao Pharmaceutical Trading Co., Ltd. from 2006 to 2008, but did not hold the equity of Guangdong Meihao Pharmaceutical Trading Co., Ltd. at that time, the actual controller of Guangdong Meihao Pharmaceutical Trading Co., Ltd. was Wu Qihao.
Guangdong Meihao Pharmaceutical Trading Co., Ltd. was first renamed “Guangdong Mingsen Pharmaceutical Co., Ltd.” and then renamed to its current name – Guangdong Tianchen Pharmaceutical Co., Ltd. (hereinafter referred to as “Tianchen pharmaceutical”). Since 2008, the shareholders (including major shareholders) of Tianchen pharmaceutical have also experienced several changes. In March 2018, Guangzhou Tianchen Health Technology Co., Ltd., a holding subsidiary of Dashenlin Pharmaceutical Group Co.Ltd(603233) (stock code Dashenlin Pharmaceutical Group Co.Ltd(603233) ), acquired 40% equity of Tianchen pharmaceutical. From March 2018 to April 2020, Tianchen pharmaceutical was an associate of Dashenlin Pharmaceutical Group Co.Ltd(603233) . In April 2020, after Guangzhou Tianchen Health Technology Co., Ltd. transferred its 40% equity of Tianchen medicine, the shareholders of Tianchen medicine have always been natural persons Zhong Zonghua and Huang Xiaoyan. Wu Qihao has no longer held the equity of Tianchen medicine since 2013. During the reporting period, the issuer has no relationship with Tianchen pharmaceutical.
Tianchen pharmaceutical does not hold the registered trademark related to the word “Meihao” and has no longer used the “Meihao” trade name.
When the issuer’s predecessor Meihao Co., Ltd. was established, its name was “Shenzhen Meihao Chuangyi plastic mould Co., Ltd.” on March 15, 2013, its name was changed to “Shenzhen Meihao Chuangyi Medical Technology Co., Ltd.” in November 2019, Meihao Co., Ltd. was changed into a joint-stock company, and its name was changed to “Shenzhen Meihao Chuangyi Medical Technology Co., Ltd.” the font name of Meihao Co., Ltd. and the issuer has always been “Meihao Chuangyi”, It is different from “Meihao”, and the name of the issuer is approved by Shenzhen market supervision administration and protected by law.
After the inquiry of Xinda lawyer on China Trademark website, judgment document website and people’s court announcement website, and the confirmation of the issuer, the issuer and Tianchen pharmaceutical have no disputes over trademarks, trade names and other intellectual property rights.
To sum up, Xinda lawyer believes that there is a difference between the issuer’s trade name “Meihao Chuang Yi” and “Meihao”. Tianchen pharmaceutical has not held the registered trademark related to the word “Meihao” and has no longer used the “Meihao” trade name. There is no intellectual property dispute between the issuer and Tianchen pharmaceutical, such as trade mark and trade name.
(II) whether there was any capital, business or other interest arrangement between Meihao pharmaceutical and the issuer and its related parties during the reporting period
After verification, there was no capital, business or other interest arrangement between Meihao pharmaceutical and the issuer and its related parties during the reporting period.
2、 Combined with the high shareholding ratio of the actual controller, this paper explains how to ensure the effectiveness of corporate governance, how to prevent the risk of improper control by the actual controller, and the effective mechanism to be adopted to protect the interests of small and medium-sized investors
Since January 1, 2020, the actual controller has directly held 51.33% of the shares of the issuer and controlled 29.94% of the shares of the issuer through Mattel Union, meichuang JINDA, meichuang Union and meichuang Yintai. The actual controller controls 81.27% of the shares of the issuer in total, and the equity proportion of the issuer controlled by the actual controller is high.
The details of corporate governance such as the corporate governance structure, series of governance systems and the operation of the three sessions established by the issuer are as follows:
(I) the issuer has established a sound corporate governance structure
In accordance with the relevant provisions of the company law and the articles of association, the issuer has established the organizational structure of the general meeting of shareholders, the board of directors, the board of supervisors and the hierarchical structure of operation and management. There are 7 members of the board of directors, including 3 independent directors, no less than one third, and one of the independent directors is majoring in financial accounting. The board of directors has an audit committee, a remuneration and assessment committee, a nomination committee and a strategy committee. The issuer has a sound governance structure.
(II) the issuer has established perfect corporate governance documents and internal control system
When the issuer was established as a joint-stock company, it established and improved a series of corporate governance systems, such as the articles of association, the rules of procedure of the three meetings, external guarantee, external investment, related party transactions, the work of independent directors and preventing the occupation of funds by major shareholders. Prior to the application for this issuance, the issuer also formulated the articles of association, the rules of procedure of the third board of directors, external guarantee, external investment, related party transactions, work of independent directors, prevention of capital occupation by major shareholders, information disclosure, investor relations management, raised funds management and other relevant systems implemented from the date of listing in accordance with the requirements of companies listed on the gem. The above governance system includes related party transaction avoidance, prohibition of major shareholders from occupying the company’s funds, cumulative voting for the election of directors / supervisors and other arrangements to prevent major shareholders from improperly controlling the company and protect the legitimate rights and interests of small and medium-sized investors.
(III) the composition of the issuer’s board of directors, board of supervisors and senior managers is reasonable, the operation is standardized, and meets the requirements of modern enterprise governance system
1. Except that Xiong Xiaochuan, the actual controller, serves as the director (Chairman) and general manager, Xiong Xiaochuan’s close relatives do not serve as directors, supervisors or senior managers.
2. Among the members of the board of directors, except Xiong Xiaochuan, there are three independent directors, one external director (nominated by the minority shareholder Gongcheng Yongyi and elected by the general meeting of shareholders), and the other two directors are senior managers who hold the shares of the issuer through the employee stock ownership platform.
3. Among the senior managers, except Xiong Xiaochuan as the general manager, the other senior managers of the issuer are professional managers, and the senior managers of the issuer hold the shares of the issuer through the employee stock ownership platform. 4. Among the members of the board of supervisors, two shareholder representative supervisors are elected by the general meeting of shareholders and one employee representative supervisor is elected by the general meeting of employees. None of the supervisors is a close relative of the actual controller.
5. The directors, supervisors and senior managers of the issuer have studied the company law, the securities law and other laws and regulations. The sponsor and Cinda lawyers have also trained all directors, supervisors and senior managers of the Issuer on the governance, standardized operation and responsibilities of directors, supervisors and senior managers of the listed company. The directors, supervisors and senior managers of the issuer have understood the laws and the articles of association, Understand their respective responsibilities. (IV) decision making of the issuer’s general meeting of shareholders, board of directors and board of supervisors
Since the establishment of the joint stock company, the major decisions and authorization matters made by the shareholders’ meetings, the board of directors and the board of supervisors held by the issuer have performed appropriate decision-making procedures in accordance with the requirements of the company law, the articles of association and other internal governance systems. The convening of the third meeting and the signing of its resolutions are legal, and the corporate governance of the issuer is effective. (V) the company does not have any situation in which the actual controller improperly controls the company
During the reporting period, the issuer did not have any funds to be borrowed or compensated by the controlling shareholders, actual controllers and other enterprises under their control
