Beijing Deheng Law Firm
On issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
catalogue
interpretation…… two
1、 Approval and authorization of this offering eight
2、 The issuer’s subject qualification for this offering nine
3、 The substantive conditions of this offering ten
4、 Establishment of the issuer fourteen
5、 Independence of the issuer fifteen
6、 Major shareholders and actual controllers of the issuer seventeen
7、 The issuer’s share capital and its evolution process nineteen
8、 Issuer’s business twenty
9、 Related party transactions and horizontal competition twenty-one
10、 The principal property of the issuer thirty-four
11、 Significant creditor’s rights and debts of the issuer thirty-five
12、 Major asset changes and mergers and acquisitions of the issuer thirty-six
13、 Formulation and amendment of the issuer’s articles of Association thirty-six
14、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors thirty-six
15、 Directors, supervisors and senior managers of the issuer and their changes thirty-seven
16、 Issuer’s tax thirty-seven
17、 The issuer’s environmental protection, product quality, technology and other standards thirty-eight
18、 Application of funds raised by the issuer thirty-eight
19、 The issuer’s business development objectives forty-one
20、 Litigation, arbitration and administrative penalties forty-one
21、 Evaluation of the legal risk of the issuer’s application documents for this issuance forty-two
22、 Concluding observations forty-two
interpretation
In this legal opinion, unless the context otherwise requires, the following abbreviations and words have the following meanings:
Zhejiang Taitan Co.Ltd(003036) / company / issuing Shanghai Titan Scientific Co.Ltd(688133)
pedestrian
Titan Co., Ltd. refers to Shanghai Titan Chemical Co., Ltd., which was renamed Shanghai Shanghai Titan Scientific Co.Ltd(688133) Co., Ltd. on July 2, 2012, and is the predecessor of the issuer
Shanghai WeiPai refers to Shanghai WeiPai Investment Consulting Co., Ltd
Hebei industry fund refers to Hebei industry fund venture capital Co., Ltd
Hebei Industrial investment refers to Hebei Industrial Investment Management Co., Ltd
Shanghai Yuze refers to Shanghai Yuze Investment Management Co., Ltd
Shanghai Danfeng refers to Shanghai Danfeng venture capital partnership (limited partnership)
Venture relay refers to Shanghai venture relay Investment Center (limited partnership)
Shanghai Jingjia venture relay Investment Center (limited partnership), renamed Jingjia venture capital index
Shanghai Jingjia entrepreneurship relay venture capital center (limited partnership)
Shanghai Kechuang refers to Shanghai Science and Technology Venture Capital Co., Ltd
Venture guarantee refers to Shanghai venture relay Financing Guarantee Co., Ltd
Shanghai Maofeng refers to Shanghai Maofeng investment management partnership (limited partnership)
Shanghai Shoufeng refers to Shanghai Shoufeng Information Technology Co., Ltd
Shanghai Chuangfeng refers to Shanghai Chuangfeng Xinzhou venture capital partnership (limited partnership)
Wenzhou dongkai refers to Wenzhou dongkai Fuwen venture capital partnership (limited partnership)
The original name was Xiamen Chuangfeng Xinhua venture capital partnership (limited partnership), which was renamed Tianjin Chuangfeng Xinhua venture capital partnership (limited partnership) in November 2020
Zhongding investment refers to Suzhou Zhongding No. 5 equity investment fund partnership (limited partnership)
Suzhou Zhongding No. 5 Qinglan equity investment fund partnership (Co., Ltd.)
(partner)
Gujiao Jinniu refers to Gujiao Jinniu HuiFu venture capital enterprise (limited partnership)
Ningbo Free Trade Zone Chuangfeng Changmao venture capital partnership (Ningbo Chuangfeng)
(partner)
CIC Chuangfeng refers to CIC Chuangfeng Investment Management Co., Ltd
Tikem refers to Shanghai tikem Industrial Co., Ltd
Tanlian chemical refers to Shanghai Tanlian Chemical Technology Co., Ltd
Taibo biotechnology refers to Nanjing Taibo Biotechnology Co., Ltd
Chengdu Titan refers to Chengdu Titan Henglong Technology Co., Ltd
DeSO chemical refers to Rizhao DeSO Chemical Co., Ltd
Wansuo information refers to Shanghai Wansuo Information Technology Co., Ltd
Adamas means Shanghai adamas Reagent Co., Ltd
Ganglianhong refers to Shanghai ganglianhong dangerous goods transportation Co., Ltd
English: Shanghai Titan Scientific Co.Ltd(688133) (Hong Kong) Limited
Titan Science Technology (HK) Co., LIMITED
Titan development refers to Shanghai Titan Enterprise Development Co., Ltd
Shanghai Tantai Biotechnology Co., Ltd
Shanghai Jingxiang refers to Shanghai Jingxiang International Trade Co., Ltd
Ningbo Guantai refers to Ningbo Guantai Technology Co., Ltd
Shanghai Xiujia refers to Shanghai Xiujia Supply Chain Management Co., Ltd
Shanghai Jiuzhu refers to Shanghai Jiuzhu Technology Co., Ltd
Titan Juyuan refers to Shanghai Titan Juyuan Biotechnology Co., Ltd
Hangzhou Weiyuan refers to Hangzhou Weiyuan Detection Technology Co., Ltd
Ningbo Cuiying Chemical Technology Co., Ltd
Titan Hengyuan refers to Shanghai Titan Hengyuan Biotechnology Co., Ltd
Shanghai Fuxiang refers to Shanghai Fuxiang Optical Co., Ltd
Wuhan Hanhai refers to Wuhan Hanhai new enzyme Biotechnology Co., Ltd
The former Shanghai Administration for Industry and Commerce has changed its name to Shanghai market
Regulatory authority
Deheng / this refers to Beijing Deheng Law firm
Citic Securities Company Limited(600030) / lead underwriter refers to Citic Securities Company Limited(600030)
Sponsor / sponsor
Daxin refers to Daxin Certified Public Accountants (special general partnership)
Beijing Deheng lawyer’s work report (Deheng 02f20210530-00002) issued by the exchange refers to the lawyer’s work report of the law firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021
Beijing Deheng legal opinion (Deheng 02f20210530-00001) issued by the exchange refers to the legal opinion of the law firm on issuing A-Shares to specific objects in Shanghai Titan Scientific Co.Ltd(688133) 2021
The prospectus refers to the prospectus of Shanghai Shanghai Titan Scientific Co.Ltd(688133) for issuing A-Shares to specific objects in 2021
The audit report issued by Daxin in 2020 refers to
4-00151 Shanghai Titan Scientific Co.Ltd(688133) audit report
Annual report 2020
Refers to the report of Shanghai Titan Scientific Co.Ltd(688133) 2020 annual report
The 2021 semi annual report refers to the Shanghai Titan Scientific Co.Ltd(688133) 2021 semi annual report
The previous raised funds of Shanghai Shanghai Titan Scientific Co.Ltd(688133) Co., Ltd. issued by Daxin for this issuance
It refers to the review report on the use of the company’s previously raised funds (the review report on the use of Daxin zhuanshen)
[2021] No. 4-00239)
Issuance plan refers to the plan for Shanghai Titan Scientific Co.Ltd(688133) issuing A-Shares to specific objects in 2021
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 Administrative Measures refer to the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation)
The review rules refer to the review rules for securities issuance and listing of listed companies on the science and innovation board
The implementation rules refer to the implementation rules for securities issuance and underwriting of listed companies on the science and innovation board
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
Q & A on issuance Supervision — on guiding and regulating the financing of listed companies
Regulatory requirements for conduct (Revised)
The articles of association refers to the Shanghai Titan Scientific Co.Ltd(688133) articles of association in force
Shanghai Stock Exchange / stock exchange refers to Shanghai Stock Exchange
CSRC / CSRC refers to the China Securities Regulatory Commission
meeting
The reporting period refers to 2018, 2019, 2020 and January June 2021
The people’s Republic of China, for the purpose of this legal opinion, does not include the fragrant Chinese finger
Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
RMB (ten thousand yuan, hundred million yuan) refers to RMB (ten thousand yuan, hundred million yuan)
Beijing Deheng Law Firm
About Shanghai Titan Scientific Co.Ltd(688133)
Issuance of A-Shares to specific objects in 2021
Legal opinion
Deheng 02f20210530- 00001 to: Shanghai Titan Scientific Co.Ltd(688133)
Beijing Deheng Law firm has accepted the entrustment of the issuer to act as the special legal adviser on the issue of A-Shares to specific objects according to the special legal adviser agreement signed with the issuer.
In accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, departmental rules and normative documents, and with reference to the requirements of the CSRC on the compilation and reporting rules for information disclosure of companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering of securities, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued on matters related to this issuance in the spirit of ethics and diligence.
1、 Matters to be declared by lawyers
1. In order to issue this legal opinion, our lawyers carefully checked and verified the authenticity, accuracy and completeness of the documents related to this offering provided by the issuer, inquired about the relevant responsible personnel and handling personnel of the Issuer on relevant matters and held necessary discussions. The issuer has promised to the exchange: (1)
