Anhui Chengyi law firm
about
Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
IPO and listing on GEM
Legal opinion
Anhui Chengyi law firm
China. 5th floor, Baiyue center, No. 200 Huaining Road, Hefei government district, post code: 230022
Tel: (86-551) 65609815 Fax: (86-551) 65608051
Website: www.chengyi-law.com com. E-mail: [email protected].
catalogue
interpretation…… 2 I. approval and authorization of this issuance and listing 5 II. The issuer’s subject qualification for this issuance and listing 5 III. substantive conditions for this offering and listing 6 IV. establishment of the issuer 14 v. independence of the issuer 14 VI. sponsors and shareholders of the issuer 15 VII. Share capital and evolution of the issuer 16 VIII. Business of the issuer 16 IX. related party transactions and horizontal competition 17 X. main property of the issuer 20 Xi. Major creditor’s rights and debts of the issuer 21 XII. Major asset changes and mergers and acquisitions of the issuer 22 XIII. Formulation and amendment of the articles of association of the issuer 22 XIV. Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors 23 XVI. Tax of the issuer 24 XVII. Environmental protection, product quality, technology and other standards of the issuer 24 XVIII. Application of funds raised by the issuer 25 XIX. Business development objectives of the issuer 25 XX. Litigation, arbitration or administrative punishment XXI. Evaluation of the legal risk of the issuer’s prospectus 27. Other matters to be explained 28. Concluding observations twenty-eight
interpretation
In this legal opinion, unless the context otherwise requires, the following words have the following meanings: Hualan vaccine, the issuer and the company of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
This offering and this offering refer to the issuer’s application for initial public offering of RMB common shares (A shares) and listing on the gem of Shenzhen Stock Exchange
This spin off and this spin off refer to the listing of Hualan Biological Engineering Inc(002007) vaccine City Co., Ltd., a subsidiary of Hualan Biological Engineering Inc(002007) spin off, on the gem of Shenzhen Stock Exchange
Company law of the people’s Republic of China (the company law of the 13th National People’s Congress on October 26, 2018 refers to the amendment and adoption of the sixth meeting of the Standing Committee of the people’s Congress and shall enter into force on October 26, 2018)
Securities Law of the people’s Republic of China (the securities law of the 13th National People’s Congress on December 28, 2019 refers to the revised and adopted at the 15th meeting of the Standing Committee of the people’s Congress and shall enter into force on March 1, 2020)
Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (the measures for the administration of China Securities refer to order No. 167 of the China Securities Regulatory Commission, which was deliberated and adopted at the 5th meeting of the China Securities Regulatory Commission in 2020 on June 1, 2020 and will come into force on June 12, 2020)
Shenzhen Stock Exchange GEM Listing Rules (SZS [2020] 500 listing rules, approved by China Securities Regulatory Commission, revised by Shenzhen Stock Exchange, issued and implemented on June 12, 2020)
Spin off Provisions refer to several provisions on pilot domestic listing of subsidiaries of listed companies under spin off
Sponsor agreement refers to the sponsor agreement of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
The articles of association refers to the articles of association of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. currently in force by the issuer
The articles of Association (Draft) refers to the articles of Association (Draft) of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. reviewed and approved by the issuer’s second extraordinary general meeting in 2020 and to be implemented after the issuance and listing
Hualan Co., Ltd. refers to Hualan Biological Engineering Inc(002007) vaccine Co., Ltd., which is the predecessor of the issuer
Hualan Biological Engineering Inc(002007) refers to Hualan Biological Engineering Inc(002007) , which is the controlling shareholder of the issuer
Hong Kong Kekang refers to cybercreator limited, which is the current shareholder of the issuer
Gaoling Huaying refers to Henan Gaoling Huaying enterprise management consulting partnership (limited partnership), which is the current shareholder of the issuer
Chenyi Qiming refers to Xinxiang Chenyi Qiming management consulting partnership (limited partnership), which is the current shareholder of the issuer
Taihang poultry industry refers to Xinxiang Taihang poultry industry Co., Ltd., a subsidiary of the issuer
Hualan Changchun Biotechnology Co., Ltd., a wholly-owned subsidiary of the original issuer, has obtained the notice of approval for cancellation of registration (Changchun New Area Registration neixiao Zi [2020] No. 601023) issued by Changchun New Area Branch of Changchun municipal market supervision administration on September 30, 2020
CSRC refers to the China Securities Regulatory Commission
Huatai united, sponsor, refers to the lead underwriter of Huatai United Securities Co., Ltd
Dahua means Dahua Certified Public Accountants (special general partnership)
Anhui Chengyi law firm
The lawyer of the exchange refers to the handling lawyer assigned by the exchange for this issuance and listing, that is, the lawyer who signs in the column of “handling lawyer” on the signature page of this legal opinion
The reporting period, the last three years and the first refer to 2017, 2018, 2019 and January June 2020
Audit report refers to the audit report dhsz [2020] No. 0012865 issued by Dahua on September 25, 2020
Prospectus refers to the prospectus of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. for initial public offering and listing on the gem (application draft)
The lawyer’s work report of Anhui Chengyi law firm (2020) Chengyi FA Zi No. 00367-2 issued by the exchange refers to the lawyer’s work report of the office on the initial public offering of Hualan Biological Engineering Inc(002007) vaccine Co., Ltd. and its listing on the gem
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Anhui Chengyi law firm
About Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
Legal opinion on initial public offering and listing on GEM (2020) Chengyi Fazi No. 00367-1 to: Hualan Biological Engineering Inc(002007) vaccine Co., Ltd
According to the lawyer engagement agreement signed between the exchange and the issuer, the lawyers of the exchange participate in the issuance and listing as special legal counsel.
In accordance with the company law, the securities law, the administrative measures, the administrative measures for law firms engaging in securities legal business, the practicing rules for securities legal business of law firms (for Trial Implementation) and other relevant laws and regulations, as well as the relevant provisions of the CSRC, In accordance with the requirements of No. 12 rules for the preparation and reporting of information disclosure of public securities companies – legal opinions and lawyers’ work report on public securities issuance, and based on the recognized business standards, ethics and the spirit of diligence in the lawyer industry, this legal opinion is hereby issued.
In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. 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, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The issuer guarantees that it has provided the lawyers of the firm with authentic, complete and effective original written materials, copies or oral testimony necessary for the issuance of this legal opinion and lawyer work report. 3. Our lawyers only express their opinions on legal issues related to this issuance and listing, and do not express their opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in the financial report, audit report and asset evaluation report in this legal opinion and lawyer work report does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
4. Our lawyers agree to take this legal opinion as a necessary legal document for this issuance and listing, report it together with other application materials, and bear legal responsibility for the legal opinions issued according to law.
5. Our lawyers agree that the issuer may quote some or all of the contents of this legal opinion or lawyers’ work report in the prospectus by itself or in accordance with the review requirements of the CSRC or the stock exchange. 6. This legal opinion is only for the purpose of this issuance and listing, and shall not be used for any other purpose. Our lawyers have verified and verified the relevant documents and facts provided by the issuer in accordance with the requirements of laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Approval and authorization of this issuance and listing
（1） Approval of this issuance and listing
The board of directors and the general meeting of shareholders of the issuer have made a resolution to approve the issuance and listing in accordance with the law. The convening, convening and voting procedures of the board of directors and the general meeting of shareholders comply with the provisions of laws, regulations and the articles of association, and the contents of the resolution are legal and effective.
（2） Authorization for this issuance and listing
The second extraordinary general meeting of shareholders of the issuer in 2020 deliberated and approved the proposal on Authorizing the board of directors to handle matters related to the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem. The general meeting of shareholders authorized the board of directors to handle matters related to the listing of this offering, and its scope of authorization and procedures were legal and effective.
Our lawyers believe that the issuer has fulfilled the necessary approval and authorization procedures at this stage in accordance with the requirements of relevant laws, regulations and normative documents. The issuance and listing shall be examined and approved by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission.
2、 The issuer’s subject qualification for this issuance and listing
（1） The issuer is a legally established joint stock limited company
The issuer was established by its predecessor Hualan Co., Ltd. in the form of overall change. The issuer’s change of establishment has fulfilled the necessary legal procedures and complies with the provisions of relevant national laws, regulations and normative documents.
（2） The issuer is a joint stock limited company validly existing according to law
According to the records of the issuer’s current valid business license, the provisions of the articles of association and the verification of the issuer’s industrial and commercial registration materials by our lawyers, the issuer is not dissolved due to the resolution of the general meeting of shareholders, dissolved due to merger or division, dissolved by the people’s court in accordance with the provisions of the company law, unable to pay off its due debts and declared bankrupt according to law Violation of laws and regulations is revoked according to law
