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About Zhejiang Haizheng biomaterials Co., Ltd
Initial public offering of shares and listing on the science and Innovation Board
Supplementary legal opinion (I)
Kangda Gufa Zi [2021] No. 0261-1
December, 2021
catalogue
catalogue 1 interpretation 3 part I reply to inquiry letter 8 I. question 4 of the inquiry letter on share holding and cancellation 8 II. Question 11 of the inquiry letter on equity incentive 19 III. question 16 of the inquiry letter about the gambling agreement 24 IV. question 17 of the inquiry letter on connected transactions 43 v. question 18 of the inquiry letter on the changes of directors and senior management 47 VI. question 20 of the inquiry letter on other non-financial issues Part II update of matters related to this offering and listing 57 I. approval and authorization of this issuance and listing 57 II. The issuer’s subject qualification for this issuance and listing 57 III. substantive conditions for this offering and listing 57 IV. establishment of the issuer 62 v. independence of the issuer 6. Promoters and shareholders (actual controllers) of the issuer 67 VII. The share capital of the issuer and its evolution VIII. Business of the issuer 73 IX. related party transactions and horizontal competition of the issuer 75 X. main property of the issuer 84 Xi. Major creditor’s rights and debts of the issuer 87 XII. Major asset changes and mergers and acquisitions of the issuer 91 XIII. Formulation and amendment of the issuer’s articles of Association XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 91xv. Directors, supervisors, senior managers and core technicians of the issuer and their changes 92 XVI. Tax of the issuer 92 XVII. Environmental protection, product quality, technical standards and labor security of the issuer 96 XVIII. Application of funds raised by the issuer 97 XIX. Business development objectives of the issuer ninety-eight
20、 Litigation, arbitration or administrative punishment of the issuer 98 21. Evaluation of the legal risk of the issuer’s prospectus 100. General concluding comments on this offering and listing one hundred
interpretation
In this supplementary legal opinion, unless the context otherwise requires, the following words have the following meanings: the issuer, the company and Haizheng biological refer to Zhejiang Haizheng biomaterials Co., Ltd
RMB ordinary shares and A-Shares refer to ordinary shares approved to be issued, listed, subscribed and traded in RMB on domestic stock exchanges, with a par value of RMB 1.00 per share
The issuer intends to publicly issue no more than 50669517 shares to the public. The issuer’s issuance / listing this time refers to the listing and trading of civilian currency common shares (A shares) on Shanghai Stock Exchange after examination and approval
Lawyers of the firm and the issuer refer to Beijing Kangda law firm and lawyers
The lawyer work report of Beijing Kangda law firm on Zhejiang Haizheng biomaterials Co., Ltd. refers to the lawyer work report of the company’s initial public offering and listing on the science and Innovation Board (Kangda Gufa Zi [2021] No. 0259)
The legal opinion of Beijing Kangda law firm on Zhejiang Haizheng biomaterials Co., Ltd. refers to the legal opinion of the company’s initial public offering and listing on the science and Innovation Board (Kangda Gufa Zi [2021] No. 0261)
The supplementary legal opinion of Beijing Kangda law firm on Zhejiang Haizheng biomaterials Co., Ltd. refers to the legal opinion of the company’s initial public offering and listing on the science and Innovation Board (Kangda Gufa Zi [2021] No. 0261-1)
The eight promoters of Haizheng biology at the time of its establishment, including Haizheng group, Taizhou promoters and all promoters, refer to SDIC, Jiaojiang foundation investment, Suzhou weiqi, Changchun Yinghua technology, Bian Xinchao, Chen Zhiming and Chen Xuesi
Haizheng group refers to Zhejiang Haizheng Group Co., Ltd., which is the controlling shareholder of the issuer
Guoyun group refers to Taizhou Jiaojiang District State owned capital operation group Co., Ltd., formerly known as “Taizhou Jiaojiang District State owned Assets Management Co., Ltd.”,
It is the actual controller of the issuer
Taizhou SDIC refers to Taizhou state owned Assets Investment Group Co., Ltd., formerly known as “Taizhou state owned Assets Management Co., Ltd”, which is the shareholder of the issuer
Jiaojiang infrastructure investment refers to Taizhou Jiaojiang District infrastructure investment company, which is the shareholder of the issuer
Suzhou Weiqi refers to Suzhou Weiqi Biotechnology Co., Ltd., which is the shareholder of the issuer
Changchun Yinghua technology refers to Zhongke Yinghua (Changchun) Technology Co., Ltd., formerly known as “Changchun Applied Chemical Technology Corporation of Chinese Academy of Sciences”, which is the shareholder of the issuer
Changchun Yinghua Institute refers to Changchun Institute of Applied Chemistry, Chinese Academy of Sciences and is the controlling shareholder of Changchun Yinghua technology
Sinopec capital refers to China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd., which is the shareholder of the issuer
Sinopec Group refers to Petrochina Company Limited(601857) Chemical Group Co., Ltd., which is the controlling shareholder of Sinopec capital, the shareholder of the issuer
Zhongqi Dongjian refers to Hunan Zhongqi Dongjian private equity investment partnership (limited partnership), which is the shareholder of the issuer
Jiaojiang Federation of industry and commerce refers to Taizhou Jiaojiang Federation of industry and Commerce Equity Investment Co., Ltd., which is the shareholder of the issuer
Jiaojiang city refers to Taizhou Jiaojiang Urban Development Investment Group Co., Ltd., which is the shareholder of the issuer
Taizhou Chuangyi refers to Taizhou Chuangyi Enterprise Management Service Center (limited partnership), which is the shareholder of the issuer
Taizhou CHUANGYOU refers to Taizhou Jiaojiang CHUANGYOU enterprise management partnership (limited partnership), which is an issuer
Shareholders of shareholders
Taizhou CHUANGHE refers to Taizhou Jiaojiang CHUANGHE enterprise management partnership (limited partnership), which is the shareholder of the issuer
Taizhou Chuangya refers to Taizhou Jiaojiang Chuangya enterprise management partnership (limited partnership), which is the shareholder of the issuer
Jiaojiang District SASAC refers to the state owned assets supervision and Administration Office of the people’s Government of Jiaojiang District, Taizhou city
Jiaojiang District People’s government refers to the people’s Government of Jiaojiang District, Taizhou city
Hynor refers to Zhejiang Hynor biomaterials Co., Ltd., which is a wholly-owned subsidiary of the issuer
Haichuangda refers to Zhejiang haichuangda biomaterials Co., Ltd., which is a wholly-owned subsidiary of the issuer
Changchun Haizheng refers to Changchun Haizheng biomaterials Co., Ltd., which is a joint-stock company of the issuer and has been cancelled
Plastics Institute refers to Taizhou Haichuang Plastics Research Institute, which is a subsidiary of the issuer
Zhejiang Hisun Pharmaceutical Co.Ltd(600267) refers to Zhejiang Hisun Pharmaceutical Co.Ltd(600267) , which is the holding subsidiary of Haizheng group, the controlling shareholder of the issuer
Shunyi Co., Ltd. refers to Shunyi Co., Ltd., formerly known as “Zhejiang Haizheng Chemical Co., Ltd”, which is a joint-stock company of Haizheng group, the controlling shareholder of the issuer
Changchun shengboma refers to Changchun shengboma biomaterials Co., Ltd. Chen Xuesi, the former director of the issuer, holds the post of director of the company
Changchun chentai refers to Changchun chentai Technology Co., Ltd
China Securities Co.Ltd(601066) , sponsor, sponsor
Tianjian refers to Tianjian Certified Public Accountants (special general partnership)
Kunyuan appraisal refers to Kunyuan Asset Appraisal Co., Ltd
The inquiry letter on the initial public offering of shares of Zhejiang Haizheng biomaterials Co., Ltd. refers to the examination and inquiry letter on the application documents for listing on the science and Innovation Board (SSE Keshen (examination) [2021] No. 654)
The articles of association refers to the articles of association of Zhejiang Haizheng biomaterials Co., Ltd., which is the current effective articles of association of the issuer
The articles of Association (Draft) of the fourth extraordinary shareholders in 2021 held by the Issuer on May 26, 2021 refers to the articles of Association (Draft) of Zhejiang Haizheng biomaterials Co., Ltd. deliberated and adopted by the general meeting, which is applicable after being approved for listing
The reply of the state owned assets supervision and Administration Office of Taizhou Jiaojiang District People’s Government on the same reform plan refers to the reply of Zhejiang Haizheng biomaterials Co., Ltd. on the rectification plan of historical shareholding (Jiao Guo Zi ban [2021] No. 8)
Examination questions and answers (II) refers to the examination questions and answers (II) on the issuance and listing of shares on the science and Innovation Board of Shanghai Stock Exchange
Prospectus refers to the prospectus of Zhejiang Haizheng biomaterials Co., Ltd. for initial public offering and listing on the science and Innovation Board (application draft)
Audit report refers to the audit report issued by Tianjian Certified Public Accountants (TJs [2021] No. 10458)
Internal control assurance report refers to the assurance report on internal control of Zhejiang Haizheng biomaterials Co., Ltd. (TJs [2021] No. 10459) issued by Tianjian certified public accountants
The non recurring profit and loss assurance report and the report on Zhejiang Haizheng biomaterial shares issued by Tianjian certified public accountants refer to the recent three years and
