Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that Haisco Pharmaceutical Group Co., Ltd. has obtained the necessary internal approvals and authorizations for its upcoming issuance of A-shares to specific investors, pending review by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission [1][4][25]. Group 1: Approval and Authorization - The shareholders' meeting of the issuer has legally approved the issuance and authorized the board of directors to handle related matters [4]. - The issuer has obtained all necessary internal approvals and authorizations for the issuance of shares [4][25]. Group 2: Subject Qualification - The issuer is a joint-stock company established in accordance with the Company Law and has been registered since August 23, 2010 [4]. - The issuer is currently in good standing and possesses the qualifications required for the issuance of shares [4]. Group 3: Substantial Conditions for Issuance - The issuance complies with the conditions set forth in the Company Law and Securities Law, as well as relevant regulations [4][11]. Group 4: Share Capital Evolution - The issuer's total share capital has undergone several changes since its initial public offering, with the current total share capital amounting to 1,119,917,970 shares as of the latest issuance [5][8][17]. Group 5: Major Shareholders and Control - As of March 31, 2025, major shareholders include Wang Junmin, Fan Xiulian, and Zheng Wei, with Wang Junmin holding 35.68% of the total shares [9][10]. - Wang Junmin is identified as the actual controller of the issuer, with significant influence over strategic decisions [9][10]. Group 6: Independence of the Issuer - The issuer maintains independence in its assets, personnel, finance, and operations, ensuring its ability to operate continuously in the market [10]. Group 7: Business Operations - The issuer's main business involves the research, production, and sale of pharmaceuticals, with operations running normally and no significant changes in business nature [11]. Group 8: Related Transactions and Competition - The issuer has established clear procedures for related transactions, ensuring fairness and compliance with regulations, and there are no significant competitive issues with related parties [12][13]. Group 9: Major Assets - As of March 31, 2025, the issuer owns various assets, including land use rights, trademarks, and patents, with no disputes affecting the issuance [17][19]. Group 10: Fund Utilization - The total amount to be raised from the issuance is not to exceed 1,365.2567 million yuan, which will be used for new drug research and development projects and to supplement working capital [21][23].
海思科: 北京市中伦律师事务所关于海思科医药集团股份有限公司2025年度向特定对象发行A股股票的法律意见书