Beijing zhonglunwende law firm
About Chengda Pharmaceutical Co., Ltd
Legal opinion on the listing of IPO shares on the gem of Shenzhen Stock Exchange
19th floor, Jintai building, No. 1, Xiba Henan Road, Chaoyang District, Beijing 100028
19/F,GoldenTower,No.1,XibaheSouthRoad,ChaoyangDistrict,Beijing,China. one hundred thousand and twenty-eight
Tel: 8610-64402232 Fax: 8610-64402915
January 2002
Beijing zhonglunwende law firm
About Chengda Pharmaceutical Co., Ltd
IPO shares listed on the gem of Shenzhen Stock Exchange
Legal opinion
To: Chengda Pharmaceutical Co., Ltd
According to the special legal counsel contract signed between the issuer and the exchange, the exchange accepts the entrustment of the issuer to act as the special legal counsel for its application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange.
In accordance with the securities law, the company law, the GEM Listing Rules, the measures for the administration of gem registration, the measures for the administration of law firms engaging in securities legal business, the securities legal business practice rules of law firms (for Trial Implementation) and other laws, administrative regulations, normative documents and other relevant provisions of the CSRC, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence. In order to issue this legal opinion, our lawyers have verified and verified the documents and facts related to the issuer’s issuance and listing in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of the business rules of the exchange and in the principle of prudence and importance.
In order to issue this legal opinion, we hereby declare as follows:
(I) in accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by 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 and followed the principles of diligence and good faith, The company has conducted sufficient verification and verification 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 is willing to bear corresponding legal responsibilities.
(II) this legal opinion is issued in accordance with the laws, administrative regulations, rules and normative documents in force in China or in force when the issuer’s acts and relevant facts occur or exist, and based on the lawyers’ understanding of such laws, administrative regulations, rules and normative documents.
(III) this legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification, audit, asset evaluation, investment decision-making, internal control, etc. When accounting, capital verification, audit, asset evaluation, investment decision-making, internal control and overseas legal matters are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and it does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
(IV) our lawyers have obtained the following assurance from the issuer in the process of verification, that is, the issuer has provided the original written materials, duplicate materials or oral testimony that our lawyers believe is necessary for issuing legal opinions, the signatures and seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals. The documents and materials provided by the issuer are true, accurate, complete and effective without any concealment, falsehood and major omission.
(V) for the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions as the basis for issuing this legal opinion.
(VI) the exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for this issuance and listing, report it to the Shenzhen stock exchange along with other materials for review, and bear corresponding legal liabilities for the legal opinion issued according to law.
(VII) the firm and its lawyers have not authorized any unit or individual to make any interpretation or explanation on this legal opinion.
(VIII) this legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose or purpose without the written consent of the exchange.
In accordance with the provisions of Article 19 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers, on the basis of checking and verifying the documents and relevant facts provided by the issuer, hereby issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) July 31, 2020, The issuer convened the fifth extraordinary general meeting of shareholders in 2020 according to law, deliberated and passed the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s application for initial public offering and listing on the gem And other proposals related to this issuance and listing.
(II) on December 7, 2021, the CSRC issued the reply on Approving the registration of Chengda Pharmaceutical Co., Ltd. for initial public offering (zjxk [2021] No. 3857) to the issuer, agreeing to the issuer’s application for registration of public offering of shares.
(III) in addition to the approval and authorization obtained by the above-mentioned issuer, according to Article 1.3 of the GEM Listing Rules, the issuer’s listing has yet to be reviewed and approved by Shenzhen Stock Exchange and sign a listing agreement with it. Our lawyers believe that as of the date of issuance of this legal opinion, the issuer has obtained the necessary internal approval and authorization for this issuance and listing, and has obtained the approval of the CSRC for registration. This listing still needs the consent of Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this issuance and listing
The issuer is a joint stock limited company established with all shareholders of Chengda Co., Ltd. as the sponsors, in accordance with the provisions of the company law and relevant laws and regulations, and the audited book net asset value of Chengda Co., Ltd. converted into shares as a whole as of June 30, 2009.
The issuer now holds the business license with the unified social credit code of 913300007044199935. The issuer is not dissolved by the shareholders’ meeting, ordered to close down or revoked by the revocation of its business license, or other legal dissolution situations stipulated by laws and administrative regulations.
After verification, our lawyers believe that the issuer is a joint stock limited company established according to law and has continued to operate for more than 3 years, and has the subject qualification for this issuance and listing.
3、 Substantive conditions for this offering and listing
(I) according to the reply on Approving the registration of initial public offering of Chengda Pharmaceutical Co., Ltd. (zjxk [2021] No. 3857) issued by the CSRC, this offering has been approved and registered by the CSRC, and complies with the provisions of Article 12 of the securities law and item (I) of paragraph 1 of article 2.1.1 of the GEM Listing Rules.
(II) according to the capital verification report “Zhong Hui Yan Zi (2022) No. 00137” issued by Zhonghua, after the completion of this issuance, the total share capital of the issuer is RMB 96.69614 million, not less than RMB 30 million, which is in line with the provisions of item (II) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(III) the issuer issued 24174035 new shares this time. After the completion of this issuance, the total number of shares of the issuer is 96.696140 million. The shares publicly issued by the issuer shall not be less than 25% of the total number of shares after this issuance, which is in line with the provisions of item (III) of paragraph 1, article 2.1.1 of the GEM Listing Rules.
(IV) according to the prospectus of Chengda Pharmaceutical Co., Ltd. on initial public offering and listing on GEM and the audit report “Zhong Hui Zi (2020) No. 6388” issued by Zhonghua, the issuer’s net profit attributable to the owner of the parent company in 2019 and 2020 (based on the lower before and after deducting non recurring profits and losses) was 50.994 million yuan and 84.5787 million yuan, with a positive net profit in the last two years, and the accumulated net profit is not conducive to 50 million yuan, which meets the provisions of item (IV) of paragraph 1 of article 2.1.1 and the standard of item (I) of article 2.1.2 of the GEM Listing Rules.
(V) the issuer and its directors, supervisors and senior managers have issued a commitment to ensure that the contents of the listing application documents submitted to the Shenzhen Stock Exchange are true, accurate and complete, there are no false records, misleading statements or major omissions, and comply with article 2.1.7 of the GEM Listing Rules.
In conclusion, our lawyers believe that the issuance and listing of the issuer meets the substantive conditions specified in the securities law and the GEM Listing Rules.
4、 Recommendation institutions and recommendation representatives for this issuance and listing
The issuer has hired Everbright Securities Company Limited(601788) as the recommendation institution for this issuance and listing, Everbright Securities Company Limited(601788) has the qualification of recommendation business and the membership of Shenzhen Stock Exchange, which is in line with the provisions of paragraph 1 of Article 10 of the securities law and article 3.1.1 of the GEM Listing Rules.
Everbright Securities Company Limited(601788) two recommendation representatives have been designated to be specifically responsible for the recommendation of the issuer for this issuance and listing, which is in line with Article 3.1.3 of the GEM Listing Rules.
5、 Concluding observations
In conclusion, our lawyers believe that the issuer has fulfilled the internal approval procedures for this issuance and listing and has obtained the consent and registration of the CSRC; The issuer has the subject qualification for this issuance and listing; This issuance and listing meets the substantive conditions stipulated in the securities law, GEM Listing Rules and other regulations; The issuer has hired a recommendation institution with recommendation qualification, and the recommendation institution shall designate a recommendation representative to be responsible for the recommendation work; The issuer needs to obtain the examination and approval of Shenzhen stock exchange for this listing.
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(there is no text on this page, which is the signature page of Beijing zhonglunwende law firm’s legal opinion on the listing of Chengda Pharmaceutical Co., Ltd.’s IPO shares on the gem of Shenzhen Stock Exchange)
Responsible person: Handling lawyer: Chen Wen, Zhang Yanzhou
Handling lawyer: Zhang Xiaoxia
Handling lawyer: Li Shuai
specific date
