To: Yanan Bicon Pharmaceutical Listed Company(002411)
About Yanan Bicon Pharmaceutical Listed Company(002411)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) was held on February 9, 2022 by a combination of on-site voting and online voting. According to the provisions of the company law of the People’s Republic of China (hereinafter referred to as the company law), the rules of shareholders’ meeting of listed companies (hereinafter referred to as the rules of shareholders’ meeting) and the articles of association of the Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as the “articles of association”), the Shanghai Ying Ming Lawyers Office (hereinafter referred to as the “local office”) is entrusted by the company, in view of the recent infection of New Coronavirus infected with pneumonia. The lawyer appointed by the exchange shall verify the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener and the voting procedures of the meeting by video, and issue this legal opinion.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity, accuracy and completeness of the facts or data expressed in these proposals. Our lawyer assumes that the information submitted by the company to our lawyer (including but not limited to the identity certificate of relevant personnel, stock account card, power of attorney, etc.) is true and complete, the signature and / or seal on such information are true, the power of attorney is legally and properly authorized, and the copies or copies of the information are consistent with the original or the original.
The exchange agrees to take this legal opinion as a necessary document for the announcement of the company’s general meeting of shareholders, and bear the responsibility for the legal opinion issued by the exchange according to law. This legal opinion is only used by the company for the purpose of this general meeting of shareholders. Without the written consent of the exchange, this legal opinion shall not be used for any other purpose.
Based on the above, our lawyers have verified and verified the materials and facts related to the issuance of this legal opinion in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows: 1 On the convening and convening procedures of this general meeting of shareholders
Checked by our lawyer:
（1） The shareholders’ meeting was convened by the decision of the 32nd meeting of the 5th board of directors of the company. On January 17, 2022, the 32nd meeting of the 5th board of directors of the company passed a resolution, deliberating and adopting the proposal on convening the first extraordinary general meeting of shareholders in 2022. On January 18, 2022, the notice and announcement of the company’s convening of this general meeting of shareholders was published in the securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo（ http://www.cn.info.com.cn. )。 The above notice and announcement set forth the convener, meeting time, convening method, meeting place, meeting content, participants, on-site meeting registration methods, identity authentication and voting procedures of shareholders participating in online voting, contact person and contact method of this general meeting of shareholders.
（2） The general meeting of shareholders adopts the combination of on-site voting and online voting.
The on-site meeting of the company’s general meeting of shareholders was held on February 9, 2022 in the conference room of the subsidiary Bikang pharmaceutical Xinyi Group Holding Co., Ltd. (the conference room on the eighth floor of the North Building of the Finance Bureau, No. 18 Zhongwu South Road, Xinyi City, Jiangsu Province). The meeting was presided over by Han Wenxiong, chairman of the company. The date of the meeting The place is consistent with the contents of the announcement and notice of the general meeting of shareholders.
The online voting of this general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on Wednesday, February 9, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on Wednesday, February 9, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and are legal and effective. II On the qualifications of the attendees of the general meeting of shareholders
Checked by our lawyer:
（1） According to the notice of the meeting, the equity registration date of the shareholders’ meeting is January 27, 2022. According to the inspection of our lawyers, there are 29 shareholders who attended the shareholders’ meeting and voted effectively through online voting, and 631473915 shares representing the voting shares of the company, accounting for about 41.2113% of the total voting shares of the company. Among them: (1) there are 6 shareholders (including shareholders’ agents) attending the on-site meeting, holding 631091415 shares, accounting for 41.1863% of the total voting shares of the company; (2) According to deep
According to the data provided by Shenzhen Securities Information Co., Ltd. and the company’s confirmation, there are 23 shareholders voting effectively through online voting, representing 382500 shares, accounting for about 0.0250% of the total voting shares of the company. The above qualifications of shareholders voting through the online voting system shall be certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
（2） Some directors and supervisors of the company attended the shareholders’ meeting, and some senior managers of the company and lawyers of the firm attended the shareholders’ meeting as nonvoting delegates. According to the articles of association, the above-mentioned persons are qualified to attend or attend the general meeting of shareholders of the company.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders meets the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and is legal and effective. III Proposal on this shareholders’ meeting
The specific issues proposed by the shareholders’ meeting shall be in accordance with the provisions of the articles of association, and the specific issues proposed by the shareholders’ meeting shall be in line with the provisions of the shareholders’ law. IV Voting procedures and results of the general meeting of shareholders
Checked by our lawyer:
（1） The online voting methods of the company’s general meeting of shareholders include trading system voting and Internet voting.
The online voting was conducted in accordance with the provisions of the articles of association, the rules for the general meeting of shareholders and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange, and the online voting results were obtained through the online voting system. After the voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of shareholders voting through the Internet, the number of representative shares, the proportion in the total number of shares of the company, and the deliberation and voting of proposals. The company confirmed the statistical table of online voting results of the first extraordinary general meeting of shareholders in 2022 provided by Shenzhen Securities Information Co., Ltd.
（2） During the on-site voting on the proposals of the shareholders’ meeting, two shareholders, one supervisor of the company and the lawyer of the exchange shall jointly count and monitor the votes. The chairman of the meeting announced the on-site voting results of each proposal signed by the above-mentioned counting and scrutinizer on the spot. According to the voting results after the combined statistics of on-site voting and online voting, the proposals considered at the general meeting of shareholders were passed, and the shareholders attending the on-site meeting had no objection to the voting results
Objection. The summary voting and results of the deliberation proposals are as follows:
Proposal on proposed change of accounting firm
Voting results: 631434215 shares were approved, accounting for 99.9937% of the total voting shares (including online voting) participating in the meeting; 39600 opposed shares, accounting for 0.0063% of the total voting shares (including online voting) participating in the meeting; 100 abstention shares, accounting for about 0% of the total voting shares (including online voting) participating in the meeting.
Among them, the voting situation of small and medium-sized investors is: 1209000 shares agree, accounting for 96.8207% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 39600 shares opposed, accounting for 3.1713% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 100 shares abstained, accounting for 0.0080% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
Our lawyers believe that the voting 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, and the voting results are legal and valid. V Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners and the voting procedures of the shareholders’ meeting of the company comply with the provisions of the company law, the rules of the shareholders’ meeting and the articles of association, and the voting results of the shareholders’ meeting are legal and valid. (there is no text below, and the next page is the end and signature page of this legal opinion)
(there is no text on this page, which is the signature page of the legal opinion on the first extraordinary general meeting of shareholders in Yanan Bicon Pharmaceutical Listed Company(002411) 2022)
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This legal opinion is issued on February 9, 2022.
This legal opinion is made in three originals.
Handling lawyer of Shanghai Yingming law firm:
Person in charge: Chen Zhijun
Xue Hong Li
