Beijing Jingshi (Wuhan) law firm
About Hubei Guangji Pharmaceutical Co.Ltd(000952)
The first extraordinary general meeting of shareholders in 2022
of
Witness legal opinion
Beijing Jingshi (Wuhan) law firm
February 8, 2022
Witness legal opinion to: Hubei Guangji Pharmaceutical Co.Ltd(000952)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies and other laws, administrative rules and regulations issued by the China Securities Regulatory Commission According to the normative documents and the articles of association of Hubei Guangji Pharmaceutical Co.Ltd(000952) (hereinafter referred to as the articles of association), Beijing Jingshi (Wuhan) law firm (hereinafter referred to as the “firm”) accepts the entrustment of Hubei Guangji Pharmaceutical Co.Ltd(000952) (hereinafter referred to as the “company”) to appoint Dai Wei Lawyer Huang Hongbo (hereinafter referred to as “our lawyer”) attended the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “this general meeting of shareholders”), witnessed the relevant matters of this general meeting of shareholders and issued legal opinions according to law.
The company has promised the exchange that the company has provided the exchange with the original written materials, copies or instructions necessary for issuing this legal opinion, and the documents and instructions provided are true, accurate and complete; The relevant copy materials are consistent with the original.
In accordance with the relevant provisions of laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers give the following opinions on relevant legal issues such as the convening and convening procedures, the qualifications of participants and conveners, the voting procedures and voting results of the shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
On January 20, 2022, the company held the 13th (Interim) meeting of the 10th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. On January 21, 2022, the company published in securities times, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) The notice on convening the first extraordinary general meeting of shareholders in 2022 was published on the website, including the time, place, method, convener, deliberation matters, attendees The registration method and its witness legal opinion and other related matters shall be announced and notified to all shareholders.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:50 on Tuesday, February 8, 2022 in the conference room on the second floor of the administrative building of Dajin Industrial Park, No. 100 Meiwu Road, Dajin Town, Wuxue City, Hubei Province, presided over by Mr. Ruan Shu, chairman of the board; Online voting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. 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 February 8, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 8, 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 for the general meeting of shareholders of listed companies and the articles of association.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders are in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies 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 87592065 shares, accounting for 25.4628% of the total shares of the company.
The company has 9 directors in office, and 9 attended the meeting by means of on-site communication; 3 supervisors in office of the company, and 3 attended the meeting by means of on-site communication; All senior managers of the company; Personnel from intermediary institutions attended the meeting as nonvoting delegates.
2. Shareholders participating in online voting
According to the statistical data provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders participated in the online voting of the general meeting of shareholders, representing 3366500 shares, accounting for 0.9786% of the total voting shares of the listed company.
Witness legal opinion
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. Overall attendance of minority shareholders:
A total of 9 shareholders and shareholder representatives voted on site and online, representing 3366500 shares, accounting for 0.9786% of the total voting shares of the listed company.
Among them, there are 0 minority shareholders and their representatives voting on site, representing 0 shares, accounting for 0.0000% of the total voting shares of the listed company; There are 9 minority shareholders voting online, representing 3366500 shares, accounting for 0.9786% of the total voting shares of the listed company. 4. 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 for the general meeting of shareholders of listed companies 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.
5. Independent directors solicit voting rights
On January 20, 2022, Mr. Li Qingyuan, 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, On January 21, 2022, the convener disclosed the announcement of Hubei Guangji Pharmaceutical Co.Ltd(000952) on public solicitation of entrusted voting rights by independent directors in the designated media. The starting and ending time of solicitation of voting rights is from January 27 to 28, 2022 (8:30-11:30 a.m. and 14:00-16:30 p.m.).
As of 17:00 p.m. on January 28, 2022, the independent directors witnessed the legal opinion
Mr. Li Qingyuan has not received the shareholder’s proxy for voting rights.
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 for the general meeting of shareholders of listed companies 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 Hubei Guangji Pharmaceutical Co.Ltd(000952) 2021 restricted stock incentive plan (Draft) and its summary
Total voting:
Agree to 90931145 shares, accounting for 99.9699% of the shares held by all shareholders attending the meeting; Against 27420 shares, accounting for 0.0301% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
3339080 shares were approved, accounting for 99.1855% of the shares held by minority shareholders attending the meeting; Against 27420 shares, accounting for 0.8145% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for the shares held by minority shareholders attending the meeting
0.0000% of.
Voting result: the number of shares approved accounts for more than two-thirds of the total number of valid voting shares attending the meeting, which is adopted by special resolution.
2. Proposal on the administrative measures for the implementation and assessment of Hubei Guangji Pharmaceutical Co.Ltd(000952) 2021 restricted stock incentive plan
Total voting:
Agree to 90931145 shares, accounting for 99.9699% of the shares held by all shareholders attending the meeting; Against 27420 shares, accounting for 0.0301% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
3339080 shares were approved, accounting for 99.1855% of the shares held by minority shareholders attending the meeting; Against 27420 shares, accounting for 0.8145% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: the number of shares approved accounts for more than two-thirds of the total number of valid voting shares attending the meeting, which is adopted by special resolution.
3. The general voting on the proposal to request the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive:
Agree to 90931145 shares, accounting for 99.9699% of the shares held by all shareholders attending the meeting; Against 27420 shares, accounting for 0.0301% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
Witness legal opinion
3339080 shares were approved, accounting for 99.1855% of the shares held by minority shareholders attending the meeting; Against 27420 shares, accounting for 0.8145% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: the number of shares approved accounts for more than two-thirds of the total number of valid voting shares attending the meeting, which is adopted by special resolution.
The above proposals were passed.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and effective, and comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. 4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures, the main qualification of the convener, the qualification of the attendees, the voting procedures and voting results of the general meeting of shareholders are in line with the relevant provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
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 two originals without copies.
The legal opinion signed by the lawyer of the firm and stamped with the seal of the firm shall be the effective text.
Witness legal opinion
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Jingshi (Wuhan) law firm on the first extraordinary general meeting of shareholders in Hubei Guangji Pharmaceutical Co.Ltd(000952) 2022.)
Head of Beijing Jingshi (Wuhan) law firm: witness lawyer:————
