Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) (hereinafter referred to as “the company”) on matters related to the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the meeting”), This legal opinion is issued in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the current effective articles of Association (hereinafter referred to as the “articles of association”).
This legal opinion only expresses legal opinions on the convening and convening procedures of this meeting, the qualifications of participants, the qualifications of conveners, the voting procedures and voting results of this meeting, and does not express opinions on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in the above-mentioned proposals. Our lawyer also assumes that all materials submitted by the company to our lawyer (including but not limited to the resident ID card, power of attorney, business license of enterprise legal person, securities account card, register of shareholders, online voting results, etc.) are true, accurate and complete; The signatures and seals on such materials are true, the signatories have full civil capacity, and their signing has been properly and effectively authorized or performed the necessary legal procedures; Copies or copies of such materials are consistent with the original or the original.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose without the prior consent of our lawyer. Our lawyers agree to disclose this legal opinion together with the relevant announcement of the company on this meeting, and bear corresponding legal liabilities for this legal opinion.
In order to issue this legal opinion, our lawyers have conducted necessary verification on the relevant documents and other matters of this meeting. Based on the verification work, our lawyers issued the following legal opinions in accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry: I. the convening and convening procedures of the general meeting of shareholders of the company
(I) convening of this meeting
On January 15, 2022, the board of directors of the company issued the notice of Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) on designated media such as China Securities Journal, securities times and Securities Daily and the website of Shanghai Stock exchange. The time (including the time of online voting), place, voting method, convener, matters to be considered, matters needing attention in voting, participants of the meeting, meeting registration measures and other matters of the meeting shall be announced. (II) convening of this meeting
The meeting was held by combining on-site voting and online voting.
The on-site meeting of the conference was held at 14:30 p.m. on February 7, 2022 in the conference room of the company at No. 31, kekekeyuan Road, Changping District, Beijing. The meeting was presided over by Mr. Qiu Zixin, chairman of the company.
The company provides a voting platform in the form of network to all shareholders of the company through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange.
The time, place and method of this meeting are consistent with the meeting notice.
After verification, the convening and convening procedures of this meeting and the qualification of the convener comply with the provisions of relevant laws, regulations, normative documents and the articles of association. 2、 Qualification of personnel attending the general meeting of shareholders
(I) qualification of personnel attending the meeting
The equity registration date of this meeting is January 24, 2022.
A total of 69 shareholders and authorized representatives attended the shareholders’ meeting, representing 495839157 shares of the company, accounting for 81.68% of the total voting shares of the company. Among them, there were 8 shareholders and shareholder representatives attending the on-site meeting, 10 shareholders and 485284078 shares, accounting for 79.94% of the total voting shares of the company. 59 shareholders participated in online voting, representing 10555079 shares, accounting for 1.74% of the total share capital of the company.
After verification, the above shareholders attending the on-site meeting are all shareholders registered and holding the company’s shares in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of Shanghai Stock Exchange on the equity registration date. The qualification of shareholders participating in online voting shall be certified by the relevant systems of Shanghai Stock Exchange. Our lawyers are unable to verify the qualification of shareholders participating in online voting. On the premise that the qualifications of shareholders participating in online voting comply with the provisions of relevant laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of shareholders attending this general meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
(II) non voting participants
In addition to the shareholders and their agents attending the meeting, the persons attending the meeting as nonvoting delegates include the directors, supervisors, some senior managers, lawyers and other personnel of the company.
It is verified that the attendees and non voting participants of this meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association. 3、 Voting procedures and results of this meeting
After verification, the meeting voted on the matters listed in the meeting notice. The on-site meeting has counted and monitored votes according to the procedures specified in the articles of association. The statistical results of online voting are published by Shanghai Stock Exchange Information Network Co., Ltd.
The voting results of the proposal at this meeting are as follows:
(I) proposal on Amending the articles of Association
Voting: passed by vote.
After verification, the voting procedure of this meeting complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and the above proposal has been voted on. 4、 Concluding observations
The convening and convening procedures, the qualifications of attendees, the qualifications of conveners, voting procedures and voting results of this meeting comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The voting results of this meeting are legal and valid. [no text below]
