Report of Jiangsu Taihe law firm on the first extraordinary general meeting of shareholders in Jinling Pharmaceutical Company Limited(000919) 2022
Legal opinion
Jiangsu Taihe law firm
About Jinling Pharmaceutical Company Limited(000919)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jinling Pharmaceutical Company Limited(000919)
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws and regulations According to the relevant provisions of the normative documents and the articles of association of Jinling Pharmaceutical Company Limited(000919) (hereinafter referred to as the “articles of association”), Jiangsu Taihe law firm (hereinafter referred to as the “firm”) accepts the entrustment of Jinling Pharmaceutical Company Limited(000919) (hereinafter referred to as the “company”), Appoint a lawyer (hereinafter referred to as “our lawyer”) to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “this general meeting” and “the meeting”) and issue this legal opinion.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders, the lawyers of the firm attended the general meeting of shareholders and verified and verified the documents and facts related to the convening of the general meeting of shareholders in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
The lawyers of the firm hereby issue the following legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and the convener of the meeting, the voting procedures of the meeting, and the legitimacy and effectiveness of the voting results:
1、 Convening and convening procedures of this general meeting of shareholders
On January 11, 2022, the company held the 16th meeting of the 8th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
On January 12, 2022, the board of directors of the company announced on China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) The notice of Jinling Pharmaceutical Company Limited(000919) on convening the first extraordinary general meeting of shareholders in 2022 was published on the website, announcing and notifying all shareholders of the time, place, method, convener, deliberation matters, attendees, registration measures and other matters of the general meeting of shareholders.
The shareholders’ meeting was held by combining on-site voting and online voting. On site meeting on
At 2:00 p.m. on Thursday, January 27, 2022, the meeting was held in the conference room on the sixth floor of the company, No. 238, Zhongyang Road, Nanjing, Jiangsu Province, presided over by Mr. Liang Yutang, chairman of the company; Online voting is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-13:00 and 13:00-15:00 on January 27, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 27, 2022. It is verified that the convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 Qualifications of attendees and conveners
1. Shareholders, shareholders’ representatives and other personnel attending the on-site meeting
A total of one shareholder and shareholder agent attended the on-site meeting of the general meeting of shareholders, representing 227943839 shares, accounting for 45.2270% of the total shares of the company.
Some directors, supervisors, senior managers and lawyers employed by the company also attended or attended the on-site meeting of the general meeting of shareholders.
2. Shareholders participating in online voting
According to the statistical data provided by Shenzhen Securities Information Co., Ltd., 128 shareholders participated in the online voting of the general meeting of shareholders, representing 57340217 shares, accounting for 11.3770% of the total shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the network system provider Shenzhen Securities Information Co., Ltd.
3. Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company. As the convener of this meeting, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
Our lawyers believe that all shareholders (or shareholders’ agents) attending the on-site meeting of the general meeting of shareholders have legal and effective qualifications and can participate in the general meeting of shareholders and exercise their voting rights; The identity of shareholders who vote through the network voting system shall be verified by the network system provider Shenzhen Securities Information Co., Ltd; The convener qualification of this general meeting of shareholders is legal and valid.
4. Independent directors solicit voting rights
On January 11, 2022, Shen Yongjian, an independent director of the company, publicly solicited the entrusted voting rights from all shareholders of the company in accordance with the relevant provisions of the management measures and the entrustment of other independent directors of the company, The convener disclosed the announcement of Jinling Pharmaceutical Company Limited(000919) independent directors’ public solicitation of entrusted voting rights in the designated media on January 12, 2022. The starting and ending time of solicitation of voting rights is January 24 to 25, 2022 (8:30-11:30 a.m. and 2:00-5:00 p.m. every day). As of 5:00 p.m. on January 25, 2022, the independent director Shen Yongjian had not received the entrustment of voting rights from shareholders.
After verification by our lawyers, our lawyers believe that the procedures for independent directors to solicit voting rights comply with the provisions of the measures for the administration of equity incentives of listed companies, the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
Witnessed by our lawyers, the shareholders’ meeting voted on the following proposals by means of a combination of on-site open voting and online voting, and did not vote on matters not listed in the notice of the shareholders’ meeting; The on-site voting of the general meeting of shareholders was counted and monitored according to the procedures specified in the articles of association, and the voting results were announced on the spot. Shenzhen Securities Information Co., Ltd. provided the voting rights and statistics of online voting. After the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting. The voting status and results of the proposal are as follows:
1. Proposal on adding non independent directors of the company
Voting results: 281723375 shares were approved, accounting for 98.7519% of the shares held by all shareholders attending the meeting; 3037981 shares opposed, accounting for 1.0649% of the shares held by all shareholders attending the meeting; 522700 shares were abstained, accounting for 0.1832% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 53779536 shares were approved, accounting for 93.7903% of the shares held by minority shareholders attending the meeting; 3037981 shares were opposed, accounting for 5.2982% of the shares held by minority shareholders attending the meeting; 522700 shares were abstained, accounting for 0.9116% of the shares held by minority shareholders attending the meeting.
Voting result: elected.
2. Proposal on Amending the articles of Association
Voting results: 281461975 shares were approved, accounting for 98.6603% of the shares held by all shareholders attending the meeting; 3342881 shares opposed, accounting for 1.1718% of the shares held by all shareholders attending the meeting; 479200 shares were abstained, accounting for 0.1680% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 53518136 shares were approved, accounting for 93.3344% of the shares held by minority shareholders attending the meeting; Against 3342881 shares, accounting for 5.8299% of the shares held by minority shareholders attending the meeting; 479200 shares were abstained, accounting for 0.8357% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
3. Proposal on Amending the rules of procedure of the board of directors
Voting results: 28140475 shares were approved, accounting for 98.6400% of the shares held by all shareholders attending the meeting; Against 2877562 shares, accounting for 1.0087% of the shares held by all shareholders attending the meeting; 1002419 shares were waived, accounting for 0.3514% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 53460236 shares were approved, accounting for 93.2334% of the shares held by minority shareholders attending the meeting; Against 2877562 shares, accounting for 5.0184% of the shares held by minority shareholders attending the meeting; 1002419 shares were abstained, accounting for 1.7482% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
4. Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan (Draft) and its summary voting results: 278774475 shares were agreed, accounting for 97.7182% of the shares held by all shareholders attending the meeting; Against 6509581 shares, accounting for 2.2818% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 50830636 shares agreed, accounting for 88.6474% of the shares held by minority shareholders attending the meeting; Against 6509581 shares, accounting for 11.3526% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
5. Jinling Pharmaceutical Company Limited(000919) administrative measures for the assessment of restricted stock incentive plan in 2021
Voting results: 278480775 shares were approved, accounting for 97.6153% of the shares held by all shareholders attending the meeting; Against 6803281 shares, accounting for 2.3847% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 50536936 shares were agreed, accounting for 88.1352% of the shares held by minority shareholders attending the meeting; Against 6803281 shares, accounting for 11.8648% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
6. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
Voting results: 279023475 shares were approved, accounting for 97.8055% of the shares held by all shareholders attending the meeting; Against 6250581 shares, accounting for 2.1910% of the shares held by all shareholders attending the meeting; Abstained 10000 shares, accounting for 0.0035% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 51079636 shares were approved, accounting for 89.0817% of the shares held by minority shareholders attending the meeting; Against 6250581 shares, accounting for 10.9009% of the shares held by minority shareholders attending the meeting; Abstained 10000 shares, accounting for 0.0174% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
7. Proposal on the prediction of the company’s daily connected transactions in 2022
Voting results: 53405036 shares were approved, accounting for 93.1371% of the shares held by all shareholders attending the meeting; 3050062 shares opposed, accounting for 5.3192% of the shares held by all shareholders attending the meeting; 885119 shares were abstained, accounting for 1.5436% of the shares held by all shareholders attending the meeting.
Among them, the total voting of minority shareholders: 53405036 shares agreed, accounting for 93.1371% of the shares held by minority shareholders attending the meeting; 3050062 shares were opposed, accounting for 5.3192% of the shares held by minority shareholders attending the meeting; 885119 shares were abstained, accounting for 1.5436% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
Nanjing Xingong Investment Group Co., Ltd., an affiliated shareholder of the company, has avoided voting on the proposal. Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting procedures and results are legal and effective.
4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, the qualifications of the participants and the convener of the meeting are legal and effective, and the voting procedures and voting results of the meeting are legal and effective.
This legal opinion is only for the purpose of the company’s first extraordinary general meeting in 2022. Our lawyers agree that this legal opinion shall be announced together with the resolution of the company’s current general meeting and other information disclosure documents.
This legal opinion is made in duplicate.
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Jiangsu Taihe law firm
person in charge:
Xu Guojin
Handling lawyer:
Jiao Yi
Handling lawyer:
