About Realcan Pharmaceutical Group Co.Ltd(002589)
Legal opinions witnessed by lawyers at the first extraordinary general meeting of shareholders in 2022
To: Realcan Pharmaceutical Group Co.Ltd(002589)
Shandong Qianyuan law firm (hereinafter referred to as “the firm”) has accepted the entrustment of your company to appoint Shi Xiaomin and Yi Chao lawyers (hereinafter referred to as “the firm’s lawyers”) to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by your company at 15:00 p.m. on February 9, 2022 in the conference room on the fourth floor of your company, 326 Jichang Road, Yantai City, Shandong Province, And 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, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association of Realcan Pharmaceutical Group Co.Ltd(002589) joint stock Group Co., Ltd. (hereinafter referred to as the “articles of association”), on the convening and convening procedures of this general meeting of shareholders The qualifications of the participants and conveners, the matters to be considered, the voting methods, voting procedures and voting results shall be witnessed according to law, and legal opinions shall be issued.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by your company, including: 1. The articles of association of your company;
2. The resolution of the 18th meeting of the 4th board of directors held by your company on January 21, 2022; 3. On January 24, 2022, your company published in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (H ttp://www.cn.info.com.cn. ）The announcement on the resolution of the 18th meeting of the Fourth Board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of this general meeting”);
4. The shareholders’ registration records and certificate materials of this general meeting of shareholders of your company;
5. Other relevant documents of the general meeting of shareholders of your company.
Your company has guaranteed and promised to our lawyers that the originals and copies of all documents provided by your company are true, complete and valid; Your company has disclosed to our lawyers all facts and documents sufficient to affect the issuance of this legal opinion without any concealment or omission.
In accordance with the requirements of relevant laws and regulations and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers have verified and witnessed the above documents and related matters provided by your company, and hereby issued the following witness opinions:
1、 Convening and convening procedures of this general meeting of shareholders
After verification by our lawyers, this general meeting of shareholders was convened by the board of directors in accordance with the resolution of the 18th meeting of the 4th board of directors held by your company on January 21, 2022, and was published in securities times, China Securities News, Securities Daily, Shanghai Securities News and http://www.cninfo.com.cn on January 24, 2022 ttp://www.cn.info.com.cn. ）The announcement on the resolution of the 18th meeting of the Realcan Pharmaceutical Group Co.Ltd(002589) Fourth Board of directors and the notice of this general meeting of shareholders were issued. The notice of the general meeting of shareholders lists the time, place, equity registration date, deliberation items, participants and registration methods of the general meeting of shareholders. The proposals considered by the general meeting of shareholders have also been fully disclosed according to law.
After verification by our lawyers, the shareholders’ meeting was held at 15:00 p.m. on February 9, 2022 in the conference room on the fourth floor of your company at 326 Jichang Road, Yantai City, Shandong Province, at the time and place specified in the notice of the shareholders’ meeting, which was presided over by Mr. Han Xu, chairman of the company.
Accordingly, our lawyers believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and is in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws and regulations and the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
The equity registration date of this shareholders’ meeting is January 27, 2022. According to the verification of the shareholding certificate, identity certificate of individual shareholder, identity certificate of legal representative of legal person shareholder, power of attorney of shareholder and identity certificate of entrusted person submitted by the personnel attending the general meeting of shareholders:
There are 2 Shareholders and their proxies present at the shareholders’ meeting, representing 188507807 voting shares, accounting for 12.5278% of the total voting shares of the company; A total of 19 shareholders participated in online voting, representing 5404429 voting shares, accounting for 0.3592% of the total voting shares of the company. Among them, 20 small and medium-sized investors participated in the meeting through on-site and online, representing 6420339 voting shares, accounting for 0.4267% of the total voting shares of the company. They are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the end of the transaction as of the equity registration date.
2 directors attending the general meeting of shareholders;
2 supervisors attending the general meeting of shareholders;
4 senior managers of the company attending the general meeting of shareholders;
The company attending the shareholders’ meeting appointed two lawyers.
Our lawyers believe that the qualifications of the above-mentioned attendants meet the provisions of the company law and other laws and regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of your company, and the qualification of the convener meets the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association.
3、 Proposal of this shareholders’ meeting
According to the resolution of the 18th meeting of the 4th board of directors of your company and the notice of this general meeting of shareholders, the board of directors of the company has published the proposal of this general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, that is, the proposal on renewing the appointment of accounting firms.
The lawyers of the firm verified that the proposals considered at the general meeting of shareholders have been listed in the notice of the general meeting of shareholders issued by the company. The matters actually considered at the general meeting of shareholders are consistent with those listed in the notice of the general meeting of shareholders, and there is no situation of modifying the original meeting proposals and proposing new proposals. 4、 Voting methods, procedures and results of this general meeting of shareholders
Witnessed by our lawyers, the voting of this general meeting of shareholders was conducted in accordance with the voting procedures specified in laws, regulations and the articles of association, and the combination of on-site open written voting and online voting was adopted to vote on the contents of the proposal, monitor the votes according to the procedures specified in the articles of association, and publish the voting results on the spot. The procedures of on-site voting and online voting comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws and regulations and the articles of association.
The minutes and resolutions of the meeting shall be signed by the directors and supervisors of the company attending the meeting, and the voting procedures and voting results shall comply with the provisions of relevant laws, regulations and the articles of association.
The shareholders attending the shareholders’ meeting and their entrusted agents have no objection to the voting results.
The shareholders’ meeting did not vote on matters not listed in the notice of the shareholders’ meeting.
Based on the combined statistics of the effective voting results of on-site voting and online voting, our lawyer confirms that:
The proposal on renewing the appointment of accounting firms was deliberated and adopted.
Voting results: 193646636 shares agreed, accounting for 99.8630% of the total number of valid voting shares held by shareholders attending the meeting; 203600 shares opposed, accounting for 0.1050% of the total number of valid voting shares attending the meeting; 62000 shares abstained (of which 0 shares abstained due to non voting), accounting for 0.0320% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 6154739 shares agree, accounting for 95.8631% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 203600 shares opposed, accounting for 3.1712% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 62000 shares abstained (of which 0 shares abstained due to non voting), accounting for 0.9657% of the total valid voting shares of small and medium-sized investors attending the meeting.
Accordingly, our lawyers believe that the general meeting of shareholders has implemented legal voting procedures, the voting results comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws and regulations and the articles of association, the proposal has been passed with effective voting rights in accordance with the provisions of the company law and the articles of association, and the voting results are legal and effective.
5、 Concluding observations
Based on the above facts, the exchange believes that the convening and convening procedures of this general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association, and the resolutions adopted by this general meeting of shareholders are legal and effective.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company in accordance with relevant regulations, and bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
This legal opinion shall come into force after being sealed by the office and signed by the lawyer of the office.
This legal opinion is made in duplicate. (signature page follows)
(there is no text on this page, which is the signature page of the legal opinion on lawyer witness of the first extraordinary general meeting of shareholders in Realcan Pharmaceutical Group Co.Ltd(002589) 2022 issued by Shandong Qianyuan law firm)
Witness lawyer of Shandong Qianyuan law firm: Shi Xiaomin
Person in charge: Shi Xiaomin Yichao
February 9, 2002
