Guangdong Huashang law firm
About Jiangsu Jicui Yaokang Biotechnology 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 Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Special verification of strategic investors for initial public offering and listing on the science and Innovation Board
of
Legal opinion
To: Huatai United Securities 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" or "sponsor (lead underwriter)" or "lead underwriter"), Check the strategic placement of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as "the issuer" or "the company") in the initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "the offering") by two strategic investors including relevant subsidiaries of the sponsor (the lead underwriter). 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), the measures for the administration of securities issuance and underwriting (Order No. 144 of the China Securities Regulatory Commission), the code for underwriting initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 213), and the measures for the implementation of stock issuance and underwriting on the science and Innovation Board of Shanghai Stock Exchange (Shanghai Zheng Fa [2021] No. 76) (hereinafter referred to as "the measures")“ This legal opinion is issued in accordance with the provisions of the implementation measures, the guidelines for the application of the issuance and underwriting rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 - initial public offering of shares (revised in 2021) (SSE Fa [2021] No. 77) (hereinafter referred to as the "No. 1 guidelines") and other laws, regulations and normative documents, 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, the recommendation institution (lead underwriter) and the strategic investor have guaranteed that the materials and documents provided to the lawyers of the exchange are true, accurate and complete, and there is no 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, the sponsor (lead underwriter) and the strategic investor, and now issue the following legal opinions:
1、 Basic information of strategic investors
According to Article 8 of the No. 1 guidance, 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 of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. for initial public offering and listing on the science and Innovation Board (hereinafter referred to as the "strategic placement plan") and other materials provided by the lead underwriter, a total of two strategic investors participated in the strategic placement of this offering. The specific information is as follows:
Serial number name of strategic investor type of investor
1. Huatai Innovation Investment Co., Ltd. (hereinafter referred to as "relevant subsidiaries of the sponsor of Huatai Investment Co., Ltd.")
Thai innovation ")
2. The senior management personnel and core employees of the issuer of employee owned collective assets of Huatai collective medicine kangxiangying participate in the special asset management plan established by the strategic placement of this management plan (hereinafter referred to as "Xiangying asset management plan")
(I) Huatai innovation
1. Subject information
According to the information 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
Legal representative: Sun Ying, with a registered capital of 350 million yuan
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: 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; Ticket agency service.
("1. No fund shall be raised in public without the approval of relevant departments; 2. No trading activities of securities products and financial derivatives within the scope of securities business shall be carried out in public; 3. No loans shall be granted; 4. No guarantee shall be provided to enterprises other than the invested enterprises; 5. No promise to investors that the investment principal will not be lost or the minimum income shall be promised" ； 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; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
The shareholder Huatai Securities Co.Ltd(601688) (hereinafter referred to as " Huatai Securities Co.Ltd(601688) ") holds 100% of the shares
Chairman: Sun Ying
Main members and general manager: Jin Haibo
Person in charge of compliance risk control: Zhang Hua
According to the 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 according to relevant laws and regulations and the articles of association. The funds it participates in this strategic placement 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 information 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 confirmation of Huatai innovation and the verification of our lawyers, Huatai innovation is a wholly-owned alternative investment subsidiary of Huatai Securities Co.Ltd(601688) and belongs to the "relevant subsidiary of the sponsor participating in the follow-up investment". It is qualified to participate in the strategic placement of the issuer, and meets the provisions of Article 8 (IV) of the No. 1 guidance.
4. Relationship with the issuer and the lead underwriter
According to the information provided by the issuer, the lead underwriter and Huatai innovation, and verified by the lawyers of this firm, as of the date of issuance of this legal opinion, Huatai innovation and Huatai United are relevant subsidiaries under the same control of Huatai Securities Co.Ltd(601688) and Huatai innovation has an associated relationship with the lead underwriter; Huatai innovation has no relationship with the issuer.
5. Sources of subscription funds participating in strategic placement
After verification of Huatai innovation's written commitment and the strategic placement 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 or entrusting other investors to participate in the strategic placement.
6. Letter of commitment related to this offering
According to the implementation measures, No. 1 guidance and other laws and regulations, Huatai innovation issued a letter of commitment on participating in this strategic placement. The specific contents are as follows:
"I. The company has the corresponding legal qualification of securities investor, and has performed the internal and external approval procedures in accordance with the law to participate in this strategic placement.
2、 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.
3、 The company will not transfer the shares held in this placement in any form during the restricted sale period.
4、 There is no transfer of improper interests between the company and the issuer or other interested parties.
5、 The holding period of the company's shares obtained this placement 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.
6、 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.
7、 The company does 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 right of the issuer during the restricted sale period of the allocated shares.
8、 The company opens a special securities account to deposit the allocated shares, and effectively separates, manages and keeps accounts with the securities of the company and Huatai Securities Co.Ltd(601688) self operated, asset management and other businesses, and does not mix with other businesses. The above-mentioned special securities account can only be used to sell after the expiration of the sales restriction period or borrow and recover the allocated shares from securities finance companies in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, and do not buy stocks or other securities. Except for the listed company's allotment of shares or conversion of share capital.
9、 The company is not prohibited or restricted from participating in this strategic placement by any laws, regulations or normative documents and relevant contracts. "
(II) Xiangying asset management plan
1. Basic information
According to the materials provided by the issuer and Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd. (hereinafter referred to as "Huatai asset management") and verified by our lawyers, as of the date of issuance of this legal opinion, Xiangying asset management plan currently exists legally and has completed relevant filing procedures. The basic information is as follows:
Name: Huatai collective medicine kangxiangying ESOP collective asset management plan
Date of establishment: February 15, 2022
Filing time: February 18, 2022
Filing Code: sva896
The amount of strategic placement involved is 68.43 million yuan (excluding breeding interest)
Manager Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
Custodian Bank Of Nanjing Co.Ltd(601009)
Actual controlling entity Huatai Securities Co.Ltd(601688) (Shanghai) Asset Management Co., Ltd
2. Actual dominant subject
The actual dominant subject of Xiangying asset management plan is Huatai asset management.
According to the employee stock ownership of kangxiangying, Huatai medicine
