Jiangsu Taihe law firm
About Jinling Pharmaceutical Company Limited(000919)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
Jiangsu Taihe law firm
About Jinling Pharmaceutical Company Limited(000919)
Matters related to the public solicitation of entrusted voting rights by independent directors
Legal opinion
To: Jinling Pharmaceutical Company Limited(000919) independent director Mr. Shen Yongjian
According to the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") The Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies (hereinafter referred to as the "Interim Provisions") and other laws, regulations and normative documents, as well as the relevant provisions of the Jinling Pharmaceutical Company Limited(000919) articles of Association (hereinafter referred to as the "articles of association"), Jiangsu Taihe law firm (hereinafter referred to as "the firm") accepts the entrustment of Mr. Shen Yongjian, an independent director of Jinling Pharmaceutical Company Limited(000919) (hereinafter referred to as "the company"), With regard to the matters related to the independent directors soliciting the voting rights of the company's first extraordinary general meeting of shareholders in 2022 held on January 27, 2022 (hereinafter referred to as "this solicitation of voting rights") from all the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and who have gone through the registration procedures for the meeting after the end of the stock market trading on the afternoon of January 19, 2022, Issue this legal opinion.
The firm and its handling lawyers have strictly performed their statutory duties in accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), other laws, regulations and normative documents, as well as the facts that have occurred or exist before the issuance date of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification, and ensured that the facts identified in the 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.
In order to issue this legal opinion, our lawyers consulted the documents related to the solicitation of voting rights and checked the relevant facts and legal matters related to the solicitation of voting rights. In the process of review and verification, the institute assumes that:
1. All documents and relevant materials provided to lawyers are true, complete and effective without any concealment, omission and falsehood. If the documents are copies or copies, their contents shall be consistent with the original or the original;
2. The signatories of all documents submitted to lawyers have full civil capacity, and their signing has been properly and effectively authorized.
Our lawyers rely on the supporting documents issued by relevant government departments or units or the reports of relevant professional institutions to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
This legal opinion is only for the purpose of Mr. Shen Yongjian's public solicitation of entrusted voting rights, and shall not be used for any other purpose.
In accordance with the company law, the securities law and other relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinions issued by the exchange are as follows: 1. The legal basis for soliciting voting rights
In accordance with the relevant provisions of the management measures and the entrustment of other independent directors of the company, Mr. Shen Yongjian, the independent director of the company, as the collector, publicly solicited the entrusted voting rights from all shareholders of the company for the proposals numbered 4.00, 5.00 and 6.00 considered at the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") held on January 27, 2022, The voting opinions of the collector on all voting matters are "agreed".
According to the provisions of the company law, shareholders can entrust agents to attend the general meeting of shareholders, and the agents shall submit the power of attorney of shareholders to the company and exercise their voting rights within the scope of authorization. According to the relevant provisions of the securities law, independent directors of listed companies can act as solicitors, either by themselves or by entrusting securities companies and securities service institutions to publicly request shareholders of listed companies to entrust them to attend the general meeting of shareholders on their behalf, and exercise shareholders' rights such as proposal right and voting right on their behalf. According to the relevant provisions of the administrative measures, when a listed company holds a general meeting of shareholders to review the equity incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the equity incentive plan. According to the relevant provisions of the Interim Provisions on the solicitation of shareholders' rights, independent directors of listed companies can act as solicitors to solicit publicly by themselves or by entrusting securities companies and securities service institutions. According to the articles of association, independent directors can publicly solicit shareholders' voting rights.
Our lawyers believe that according to the above provisions, the public solicitation of voting rights complies with the provisions of the company law, the securities law, the administrative measures, the Interim Provisions and other laws and regulations, normative documents and the articles of association.
2、 Subject qualification of solicitors
Mr. Shen Yongjian, an independent director of the company, was recruited for the voting rights this time. His basic information is as follows: Shen Yongjian, male, born in June 1978, doctor, postdoctoral, professor and master's supervisor. He is currently a professor at the school of accounting of Nanjing University of Finance and economics. He has been an independent director of the company since June 2020. He has not been punished for securities violations and has not been involved in major civil litigation or arbitration related to economic disputes.
According to the announcement of Jinling Pharmaceutical Company Limited(000919) independent directors' public solicitation of entrusted voting rights (Announcement No.: 2022-006, hereinafter referred to as "announcement of public solicitation of entrusted voting rights") disclosed by Jinling Pharmaceutical Company Limited(000919) on January 12, 2022, In accordance with the relevant provisions of the management measures and the entrustment of other independent directors, the collector, Mr. Shen Yongjian, publicly solicited the entrusted voting rights from all shareholders of the company for the relevant proposals considered at the first extraordinary general meeting of shareholders in 2022 held on January 27, 2022, Mr. Shen Yongjian is not allowed to publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions.
In conclusion, our lawyers believe that the subject qualification of the solicitors meets the relevant provisions of the Interim Provisions and has the subject qualification of public solicitation of voting rights.
3、 Announcement on public solicitation of entrusted voting rights and solicitation scheme
The announcement on public solicitation of entrusted voting rights reviewed by the lawyers of the firm, including the statement of the solicitor, the basic information of the company and the solicitation matters, the basic information of the shareholders' meeting, the basic information of the solicitor, the voting opinions and reasons of the solicitor on the solicitation matters, the solicitation scheme, etc, The announcement of public solicitation of entrusted voting rights shall be signed by the soliciter and submitted to the convener for disclosure in the designated media.
According to the announcement on public solicitation of entrusted voting rights, this solicitation of entrusted voting rights is carried out publicly free of charge. The objects of this solicitation of voting rights are all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting after the end of the stock market trading on the afternoon of January 19, 2022; The collection time is from January 24, 2022 to January 25, 2022 (8:30-11:30 a.m. and 2:00-5:00 p.m. every day); The solicitation method is to open it on cninfo (www.cn. Info. Com. CN.) And other information disclosure media to issue announcements to solicit entrusted voting rights.
In addition, the announcement on public solicitation of entrusted voting rights specifically stipulates the procedures and steps of this solicitation of voting rights.
The announcement on public solicitation of entrusted voting rights has attached the power of attorney for public solicitation of entrusted voting rights by independent directors of Jinling Pharmaceutical Company Limited(000919) Group Co., Ltd., which lists the names of various proposals and the period of entrustment of the shareholders' meeting.
Our lawyers believe that the announcement of public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation plan comply with the provisions of the Interim Provisions, relevant laws and regulations and the articles of association.
4、 Voting rights solicitation and exercise results
According to the confirmation of the independent director, as of 17:00 on January 25, 2022, Jinling Pharmaceutical Company Limited(000919) independent director Mr. Shen Yongjian has not received the voting right entrustment from the shareholders.
After verification, our lawyers believe that the results of this solicitation and exercise of voting rights comply with the relevant provisions of the Interim Provisions.
5、 Concluding observations
To sum up, our lawyers believe that Mr. Shen Yongjian, an independent director of Jinling Pharmaceutical Company Limited(000919) , has the subject qualification of soliciting voting rights this time, and there is no situation that he is not allowed to solicit voting rights publicly as a soliciter as stipulated in the interim provisions; The announcement on public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation scheme comply with the relevant provisions of the interim provisions; The results of this solicitation and exercise of voting rights comply with the relevant provisions of the interim provisions; Jinling Pharmaceutical Company Limited(000919) independent director Mr. Shen Yongjian's solicitation of voting rights is legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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(there is no text on this page, which is the signature page of Jiangsu Taihe law firm's legal opinion on Jinling Pharmaceutical Company Limited(000919) independent directors' public solicitation of entrusted voting rights)
Jiangsu Taihe law firm
person in charge:
Xu Guojin
Handling lawyer:
Jiao Yi
Handling lawyer:
Yong Li
January 27, 2002
