Beijing Guofeng law firm
On the application of Shandong Sanyuan Biotechnology Co., Ltd. for initial public offering and listing on the gem
Lawyer work report
Gflzz [2020] No. an339-2
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
catalogue
interpretation…… 2 Introduction 5 text 11 I. approval and authorization of this issuance and listing II. The issuer’s subject qualification for this offering and listing 15 III. substantive conditions for this offering and listing 16 IV. establishment of the issuer 21 v. independence of the issuer 27 VI. initiator or shareholder of the issuer (actual controller) 30 VII. Share capital and evolution of the issuer 42 VIII. Business of the issuer 53 IX. related party transactions and horizontal competition 58 X. main property of the issuer 71 Xi. Major creditor’s rights and debts of the issuer 77 XII. Significant asset changes and mergers and acquisitions of the issuer 82 XIII. Formulation and amendment of the articles of association of the issuer 83 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 85 XV. Directors, supervisors and senior managers of the issuer and their changes 87 XVI. Tax of the issuer 89 XVII. Environmental protection, product quality and technical standards of the issuer 92 XVIII. Application of funds raised by the issuer 94 XIX. Business development objectives of the issuer 95 XX. Litigation, arbitration or administrative punishment 96 XXI. Evaluation of the legal risk of the issuer’s prospectus 97 XXII. Relevant commitments and binding measures involved in this offering and listing 97 XXIII. Other issues that our lawyers think need to be explained 98. Concluding observations one hundred and one
interpretation
In this lawyer’s work report, unless the context otherwise requires, the following words or abbreviations have the following meanings:
The issuer, Sanyuan biology and Shandong Sanyuan Biotechnology Co., Ltd. are referred to by Binzhou Sanyuan Biotechnology Co., Ltd
The company was wholly changed into a joint stock limited company on November 23, 2012
Binzhou Sanyuan Biotechnology Co., Ltd., established on January 26, 2007, is an issuer of Sanyuan Biotechnology Co., Ltd
Human predecessor
Shandong Luxin capital market development equity investment fund partnership (limited partnership), Luxin capital refers to
Is a shareholder of the issuer
Shandong Kexin refers to Shandong Kexin Venture Capital Co., Ltd., which is the shareholder of the issuer
Sanyuan home textile refers to Binzhou Sanyuan Home Textile Co., Ltd., a former shareholder of the issuer
Innovation textile power refers to Binzhou Innovation textile Power Co., Ltd., which is an affiliated enterprise of the issuer
Qunyi dyeing and finishing refers to Binzhou Qunyi dyeing and finishing Co., Ltd., which is an affiliated enterprise of the issuer
“Three meetings” refers to the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
The issuer applied for an initial public offering of 33721000 RMB ordinary shares and listed in the venture capital market
Board listing
The reporting period refers to 2017, 2018, 2019 and January June 2020
Sponsor, China CITIC construction
Refers to China Securities Co.Ltd(601066)
Investment and lead underwriter
Shanghui certified public accountants refers to Shanghui Certified Public Accountants (special general partnership)
Beijing Guofeng law firm
The prospectus of Shandong Sanyuan Biotechnology Co., Ltd. prepared by the issuer for this offering and listing refers to
Prospectus for initial public offering and listing on GEM (draft application)
The audit report of Shandong Sanyuan Biotechnology Co., Ltd. issued by SHK accountant on October 30, 2020 refers to the audit report of Shandong Sanyuan Biotechnology Co., Ltd. (ksbz (2020) No. 8417)
The “internal control report” issued on October 30, 2020 by the certified public accountants of Shanghai Stock Exchange on the issue and listing refers to
Huishi Bao Zi (2020) No. 8418 “Shandong Sanyuan Biotechnology Co., Ltd
Internal control assurance report
The capital verification report of Shandong Huanghe certified public accountants Co., Ltd. on the overall change and establishment of shares of Sanyuan Co., Ltd. refers to
Capital verification report (lhkyz (2012) No. 71) issued by the company
The capital verification review report of Shandong Sanyuan Biotechnology Co., Ltd. (shzbz (2020) No. 8421) issued by Shanghui Certified Public Accountants on the changes of the issuer’s registered capital since the establishment of Sanyuan Co., Ltd
Shanghui certified public accountants conducted special review on the special audit of net assets of the issuer established since the overall change of Sanyuan Co., Ltd. and issued “Shanghui Shi Bao Zi (2020) No. 8416” Shandong index
Special audit report on net assets of Sanyuan Biotechnology Co., Ltd. on the benchmark date of overall change
“Shksbz (2020) No. 8422” issued by the accountant of the special audit on tax payment
Special audit report on tax payment of main taxes of Sanyuan Biotechnology Co., Ltd
Articles of association and company of the issuer
Refers to the articles of association of Shandong Sanyuan Biotechnology Co., Ltd
constitution
The articles of Association (Draft) of Shandong Sanyuan Biotechnology Co., Ltd. effective after the issuer’s listing refers to
Articles of association of joint stock limited company (Draft)
Company law means the company law of the people’s Republic of China
Securities Law means 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)
Securities legal business
Means the measures for the administration of law firms engaging in securities legal business
Administrative measures for securities legal business
Refers to the practicing rules for securities legal business of law firms (for Trial Implementation)
Practice rules
Rules for the preparation and reporting of information disclosure by companies offering securities to the public No. 12 – public
Legal opinion and lawyer work report on securities issuance
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The share transfer system and the new third board refer to the national share transfer system for small and medium-sized enterprises
Share transfer company refers to the national small and medium-sized enterprise share transfer system Co., Ltd
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd
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
Binzhou banking and Insurance Regulatory Bureau refers to Binzhou branch of Shandong regulatory bureau of Bank Of China Limited(601988) Insurance Regulatory Commission
Enterprise publicity system refers to the national enterprise credit information publicity system, and its website is: http://www.gsxt.gov.cn.
The people’s Republic of China is only for the purpose of issuing this lawyer’s work report, excluding Hong Kong and China
Special Administrative Region, Macao Special Administrative Region and Taiwan
RMB means 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.
About Shandong Sanyuan Biotechnology Co., Ltd
Applying for IPO and listing on GEM
Lawyer work report
Gflzz [2020] No. an339-2
To: Shandong Sanyuan Biotechnology 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 changed its name to “Beijing Guofeng law firm” in January 2015. Our business scope includes providing legal services in corporate, finance, securities, taxation, real estate, intellectual property, foreign investment, arbitration and litigation agency. The brief introduction of the signing lawyer is as follows:
Lawyer Guo Xin, Bachelor of law, University of foreign economic relations and trade, worked in Beijing Kaiyuan law firm in 2001 and joined the firm in 2005. Successively Jiangxi Jdl Environmental Protection Co.Ltd(688057) , Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) , Fuzhou Rockchip Electronics Co.Ltd(603893) , runjian Communication Co., Ltd., Xuancheng Valin Precision Technology Co.Ltd(603356) , China Nuclear Engineering & Construction Corporation Limited(601611) , Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) , Changshu Ruite Electric Co., Ltd., Xiamen Guang Pu Electronics Co.Ltd(300632) , Zhong Fu Tong Group Co.Ltd(300560) Co., Ltd., Sichuan Crun Co.Ltd(002272) , Fujian sanyuanda Communication Co., Ltd., Fujian Tengxin food Co., Ltd., Fiberhome Telecommunication Technologies Co.Ltd(600498) , Shandong Xinneng Taishan Power Generation Co.Ltd(000720) Power Generation Co., Ltd., Sinocare Inc(300298) Newcapec Electronics Co.Ltd(300248) , Beijing overpass Beida Bluebird Technology Co., Ltd., Cnnc Hua Yuan Titanium Dioxide Co.Ltd(002145) , Xi’an Jiaotong University Botong Information Co., Ltd., Sofitel Co., Ltd. and other companies provide legal services for IPO, M & A and refinancing projects.
Contact information of lawyer Guo Xin: Tel.: 010-66090088 / 88004488, fax: 010-66090016, e-mail: [email protected]. 。
Lawyer Du Lili has a Bachelor of law from Beijing Normal University and a master of law from China University of political science and law. Since she became a full-time lawyer, Du Lili has been mainly engaged in company and securities legal business, including Jiangxi Jdl Environmental Protection Co.Ltd(688057) , Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) , Fuzhou Rockchip Electronics Co.Ltd(603893) , Xiamen Guang Pu Electronics Co.Ltd(300632) , Sinocare Inc(300298) , Newcapec Electronics Co.Ltd(300248) , Shandong Xinneng Taishan Power Generation Co.Ltd(000720) , Shenwu Energy Saving Co.Ltd(000820) , Shanghai Haohai Biological Technology Co.Ltd(688366) , Toyou Feiji Electronics Co.Ltd(300302) , Huaneng energy Transportation Industry Holding Co., Ltd., Beijing Changjiang Culture Co., Ltd., Beijing Longcheng International Culture Development Co., Ltd Initial listing, restructuring, investment and financing of domestic large and medium-sized enterprises and listed companies such as China Hualu Group Co., Ltd., Beijing Hualubaina Film&Tv Co.Ltd(300291) , Aokai Airlines Co., Ltd., Fujian Sbs Zipper Scienceand Technology Co.Ltd(002098) , Guojin Fund Management Co., Ltd., tus venture capital management (Beijing) Co., Ltd., qingkong ginkgo venture capital management (Beijing) Co., Ltd., Tianjin Pengling hose Co., Ltd Domestic and foreign acquisitions
