Beijing Guofeng law firm
On the application of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. for initial public offering and listing on the gem
Lawyer work report
Gflzz [2020] No. an285-2
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 01088004488 / 66090088 Fax: 01066090016
catalogue
interpretation…… 2 Introduction 5 text ten
1、 Approval and authorization of this offering and listing ten
2、 The issuer’s subject qualification for this issuance and listing fourteen
3、 The substantive conditions of this offering and listing fourteen
4、 Establishment of the issuer nineteen
5、 Independence of the issuer twenty-four
6、 Initiator or shareholder of the issuer (actual controller) twenty-six
7、 The share capital and evolution of the issuer forty-two
8、 Issuer’s business fifty-one
9、 Related party transactions and horizontal competition fifty-seven
10、 The principal property of the issuer eighty-two
11、 Significant creditor’s rights and debts of the issuer eighty-eight
12、 Significant asset changes and mergers and acquisitions of the issuer ninety-one
13、 Formulation and amendment of the issuer’s articles of Association ninety-two
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors ninety-three
15、 Directors, supervisors and senior managers of the issuer and their changes ninety-five
16、 Issuer’s tax ninety-seven
17、 The issuer’s environmental protection, product quality and technical standards ninety-nine
18、 Application of funds raised by the issuer one hundred
19、 The issuer’s business development objectives one hundred and one
20、 Litigation, arbitration or administrative punishment one hundred and one
21、 Evaluation of the legal risk of the issuer’s prospectus one hundred and three
22、 Relevant commitments and binding measures involved in this offering and listing one hundred and three
23、 Other issues that our lawyers think need to be explained one hundred and five
24、 Concluding observations 109 Annex I. financial subsidies one hundred and eleven
interpretation
In this lawyer’s work report, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The issuer / Prius / gongprius (Shanghai) Pharmaceutical Technology Development Co., Ltd. is a joint stock limited company established by Prius (Shanghai) Co., Ltd. on November 9, 2016
Prius Co., Ltd. refers to Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd., which was established on February 22, 2013 and is the predecessor of the issuer
Huangpu branch refers to the Huangpu branch of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd., which is the branch of the issuer
Beijing branch refers to the Beijing Branch of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd., which is the branch of the issuer
Ganzhou Prius refers to Prius (Ganzhou) Pharmaceutical Technology Development Co., Ltd., which is a wholly-owned subsidiary of the issuer
Quanrong pharmaceutical refers to Quanrong (Shanghai) Pharmaceutical Technology Development Co., Ltd., a joint-stock subsidiary of the issuer
Suzhou Quanrong refers to Quanrong (Suzhou) Pharmaceutical Technology Development Co., Ltd., a wholly-owned subsidiary of Quanrong pharmaceutical
Xitai investment refers to Shihezi Xitai equity investment partnership (limited partnership), which is the controlling shareholder of the issuer
Xibao investment refers to Shanghai Xibao Investment Management Co., Ltd., which is the executive partner of Xitai investment
Ruixin investment refers to Shihezi Ruixin equity investment partnership (limited partnership), which is the shareholder of the issuer
Ruizesheng refers to Shihezi ruizesheng Equity Investment Co., Ltd., which is the shareholder of the issuer
Guanyou Zhaotai refers to Guanyou Zhaotai (Jiaxing) equity investment partnership (limited partnership), which is the shareholder of the issuer
Huiqiao Hongjia refers to Ningbo Huiqiao Hongjia equity investment partnership (limited partnership), which is the shareholder of the issuer
Tairui investment refers to Xinjiang Tairui equity investment partnership (limited partnership), which is the shareholder of the issuer
Hongrun Yingke refers to Pingtan Hongrun Yingke new materials venture capital partnership (limited partnership), which is the shareholder of the issuer
Taiming investment refers to Xi’an Taiming equity investment partnership (limited partnership), which is the shareholder of the issuer
Gaolingsiheng refers to Zhuhai gaolingsiheng equity investment partnership (limited partnership), which is the shareholder of the issuer
Huimei health refers to Huimei health (Tianjin) equity investment fund partnership (limited partnership), which is the shareholder of the issuer
Primax refers to primax (Beijing) Pharmaceutical Technology Development Co., Ltd., which is a former shareholder of the issuer
Smo refers to the abbreviation of site management organization, i.e. clinical trial site management organization
Contract research organization is an academic or commercial scientific organization that provides cro with professional services in the process of drug research and development through contract
The articles of association / issue refers to the articles of association of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
Articles of Association
Sponsor agreement refers to the sponsor agreement of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
“Three meetings” refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
This IPO refers to the issuer’s application for an initial public offering of 15 million RMB common shares and listing on the gem
The reporting period refers to 2017, 2018, 2019 and January June 2020
Sponsor refers to Huatai United Securities Co., Ltd
Lixin certified public accountants refers to Lixin Certified Public Accountants (special general partnership)
Lixin appraiser refers to Shanghai Lixin Asset Appraisal Co., Ltd
Beijing Guofeng law firm
“Prospectus” refers to the prospectus for initial public offering of shares and listing on the gem (application draft) prepared by the issuer for this offering and listing
On September 22, 2020, Lixin Certified Public Accountants issued the “audit report of Xinhui” refers to Shi Bao Zi [2020] No. za15412 “audit report of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
The internal control assurance report of pris (Shanghai) Pharmaceutical Technology Development Co., Ltd. issued by Lixin Certified Public Accountants on September 22, 2020
With regard to the overall change of the capital contribution of the promoters of the establishment of a joint stock limited company, Lixin certified public accountants Yi 201 “capital verification report” refers to the “Xin Kuai Shi Bao Zi [2016] No. 116461” capital verification report of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. issued on October 12, 2016
The articles of association and company seal of the issuer refer to the articles of association of Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of registration refer to the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation)
The management of securities legal business refers to the measures for the administration of law firms engaging in securities legal business, and the implementation of securities legal business refers to the rules for the practice of securities legal business of law firms (Trial)
The Compilation Rules No. 12 refers to the Compilation Rules for information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work reports on public securities issuance
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Fund industry association refers to China Securities Investment Fund Industry Association
Administration for Industry and Commerce / Municipal Supervision Bureau refers to the Administration for Industry and Commerce / market supervision administration
Enterprise publicity system refers to the national enterprise credit information publicity system
China and China refer to the people’s Republic of China, which is only for the purpose of issuing this lawyer’s work report, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Yuan refers to RMB unless otherwise specified
Note: in this lawyer’s work report, if the total is inconsistent with the mantissa of the sum of the sub items, it is caused by rounding.
Beijing Guofeng law firm
About Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd
Applying for IPO and listing on GEM
Lawyer work report
Gflzz [2020] No. an285-2
To: Prius (Shanghai) Pharmaceutical Technology Development Co., Ltd. (issuer)
According to the lawyer service agreement signed between the exchange and the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser of the issuer for this issuance and listing.
introduction
The office was reorganized and established in January 2005 by the former Beijing Guofang law firm established in 1994, and was renamed “Beijing Guofeng law firm” in January 2015. Our business scope includes providing legal services in the fields of company, finance, securities, taxation, real estate, intellectual property, foreign investment, arbitration and litigation agency.
The brief introduction of the signing lawyer is as follows:
Lawyer Zhu Rui, master of law, Shanghai Academy of social sciences. He is now a partner of the exchange, mainly engaged in capital market legal business such as securities issuance, M & A and reorganization. He has provided domestic and overseas IPO, refinancing, merger and reorganization, corporate bonds and perennial legal services for many companies, including Wuxi Xuelang Environmental Technology Co.Ltd(300385) , Wuxi ruinian International Co., Ltd., Shanghai Industrial Development Co.Ltd(600748) , AVIC International Leasing Co., Ltd., Shanghai Pharmaceuticals Holding Co.Ltd(601607) Co., Ltd., Zhejiang Medicine Co.Ltd(600216) , Ningbo Fangzheng Automobile Mould Co.Ltd(300998) , etc.
Contact information of lawyer Zhu Rui: Tel.: 02123122000, fax: 02123122100, e-mail: [email protected]. 。
Lawyer Xu Wenhua, master of law, East China University of political science and law. He is now a practicing lawyer of the firm, mainly engaged in corporate compliance, equity investment and financing, mergers and acquisitions, securities issuance, private equity funds and other capital market legal businesses. He has worked for Shangshi energy, Heshun technology, Corelli software, healthy smile, Tongling technology, CIC Guoxin, norkang, Jingshang Tourism group, haoluowei, Xinyue logistics (logistics exchange), Hualong wine (wine direct), Xinchao group
