Beijing Xinghe law firm
About
Shandong Wohua Pharmaceutical Co.Ltd(002107)
Of the 2021 annual general meeting
Legal opinion
To: Shandong Wohua Pharmaceutical Co.Ltd(002107)
Beijing Xinghe law firm (hereinafter referred to as the firm) has accepted the entrustment of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company) to hold the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting) in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) This legal opinion is issued in accordance with the relevant provisions of the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules) and the Shandong Wohua Pharmaceutical Co.Ltd(002107) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, we appointed lawyers to attend the meeting as nonvoting delegates. Our lawyers witnessed the whole process of the conference and checked and verified the documents and facts related to the conference.
Our lawyers agree to take this legal opinion as the announcement document of the general meeting of shareholders of your company, disclose it to the public together with other documents that should be announced, and bear legal responsibility for the legal opinions issued by our lawyers according to law.
In accordance with the relevant provisions of the company law, the rules of the general meeting and the articles of association, and in accordance with the open standards of the lawyer industry, the code of ethics and the spirit of diligence, the lawyers of the firm hereby issue the following legal opinions on the general meeting: I. the convening and convening procedures of the general meeting
On January 19, 2022, your company held the 17th meeting of the 6th board of directors and decided to convene this meeting on February 10, 2022.
The notice of the 2021 annual general meeting of shareholders lists the time, place, method, deliberation items, attendees, registration method and other contents of the general meeting.
At 14:00 p.m. on February 10, 2022, the meeting was held as scheduled in the company’s conference room. Ms. Zhao Caixia, vice chairman, presided over the meeting. Our lawyers attended and witnessed the meeting.
After verification by our lawyers, the actual time, place and deliberation content of this general meeting of your company are consistent with the time, place and content listed in the announced meeting notice.
After verification, our lawyers believe that the notice, convening and convening procedures of this general meeting comply with the provisions of the company law, the general meeting rules and the articles of association.
2、 About the qualifications of the participants
The conference was held by a combination of on-site voting and online voting.
1. According to the shareholder registration form provided by your company, there are 7 shareholders attending the on-site meeting of the general meeting, representing 310283066 shares with voting rights, accounting for 53.7557% of the total shares of the company.
After verification by our lawyers, the natural person shareholders attending the on-site meeting hold their identity certificates and stock account cards, and the shareholders’ agents hold the legal and effective power of attorney issued by the shareholders and their identity certificates. The names of shareholders attending the meeting and the number of shares held are consistent with the relevant contents registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market on January 28, 2022.
Some directors, supervisors and senior managers of the company attended the on-site meeting.
2. According to the statistics and confirmation of Shenzhen Securities Information Co., Ltd., there are 18 shareholders who directly vote through the online voting system during the online voting time, and the number of voting shares held is 776040.
After verification, our lawyers believe that those who attend the on-site meeting and online voting of the general meeting meet the qualifications specified in the company law, securities law, rules of the general meeting and the articles of association, and have the right to attend the meeting and vote.
3、 Voting procedures and results of the conference
According to the notice of Shandong Wohua Pharmaceutical Co.Ltd(002107) on convening the 2021 annual general meeting of shareholders issued by your company, except that the independent directors report on their work at this general meeting, The meeting reviewed the work report of the board of directors in 2021, the work report of the board of supervisors in 2021, the final financial statement report of the company in 2021, the profit distribution plan of the company in 2021, the annual report of the company in 2021 and its summary, the proposal on renewing the appointment of an accounting firm and the proposal on extending loans to holding subsidiaries The specific deliberation and voting of the proposal on the election of non independent directors of the seventh board of directors of the company, the proposal on the election of independent directors of the seventh board of directors of the company, and the proposal on the election of non employee representative supervisors of the seventh board of supervisors of the company are as follows:
1. The work report of the board of directors in 2021 was reviewed and adopted
Voting results: 310592906 shares agreed, accounting for 99.8501% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 466200 dissenting shares, accounting for 0.1499% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
2. The work report of the board of supervisors in 2021 was reviewed and adopted
Voting results: 310588006 shares agreed, accounting for 99.8486% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 471100 shares opposed, accounting for 0.1515% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
3. Reviewed and approved the company’s 2021 annual financial statement report
Voting results: 310592906 shares agreed, accounting for 99.8501% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 466200 dissenting shares, accounting for 0.1499% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
4. The company’s 2021 profit distribution plan was reviewed and approved
Voting results: 310458906 shares agreed, accounting for 99.8070% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 482200 shares opposed, accounting for 0.1550% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 118000 shares abstained, accounting for 0.0379% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 3641615 shares agreed, accounting for 85.8504% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders; 482200 shares opposed, accounting for 11.3678% of the voting shares held by small and medium-sized investors attending the shareholders’ meeting; 118000 shares abstained, accounting for 2.7818% of the voting shares held by small and medium-sized investors attending the general meeting.
5. The company’s 2021 annual report and its summary were reviewed and adopted
Voting results: 310592906 shares agreed, accounting for 99.8501% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 466200 dissenting shares, accounting for 0.1499% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
6. The proposal on renewing the appointment of accounting firms was deliberated and adopted
Voting results: 310592906 shares agreed, accounting for 99.8501% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 466200 dissenting shares, accounting for 0.1499% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 3775615 shares agreed, accounting for 89.0094% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders; 466200 shares opposed, accounting for 10.9906% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by small and medium-sized investors attending the shareholders’ meeting.
7. The proposal on extending loans to holding subsidiaries was deliberated and adopted
Voting results: 20380863 shares agreed, accounting for 97.7168% of the voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; 476200 shares opposed, accounting for 2.2832% of the voting shares held by shareholders and shareholders’ agents attending the general meeting of shareholders; 0 shares abstained, accounting for 0% of the voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting situation of small and medium-sized investors: 3765615 shares agreed, accounting for 88.7737% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders; 476200 shares opposed, accounting for 11.2263% of the voting shares held by small and medium-sized investors attending the shareholders’ meeting; 0 shares abstained, accounting for 0% of the voting shares held by small and medium-sized investors attending the shareholders’ meeting.
8. The proposal on the election of non independent directors of the seventh board of directors of the company was deliberated and adopted
Mr. Zhao Bingxian was elected as a non independent director of the seventh board of directors of the company
Voting results: 310298280 shares were approved, accounting for 99.7554% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3480989 shares were agreed, accounting for 82.0637% of the total voting shares of small and medium-sized shareholders and representatives of small and medium-sized shareholders attending the meeting.
Mr. Zhao Bingxian was elected as a non independent director of the 7th board of directors of the company.
8.02 elect Ms. Zhao Caixia, the candidate of the seventh board of directors, as a non independent director of the seventh board of directors of the company
Voting results: 310415977 shares were approved, accounting for 99.7932% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3598686 shares were agreed, accounting for 84.8384% of the total voting shares of small and medium-sized shareholders and their proxy representatives attending the meeting.
Ms. Zhao Caixia was elected as a non independent director of the seventh board of directors of the company.
8.03 elect Mr. Zhang Ge, the candidate of the seventh board of directors, as a non independent director of the seventh board of directors of the company
Voting results: 310416033 shares were approved, accounting for 99.7933% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3598742 shares were agreed, accounting for 84.8397% of the total voting shares of small and medium-sized shareholders and their proxy representatives attending the meeting.
Mr. Zhang Ge was elected as a non independent director of the 7th board of directors of the company.
8.04 elect Mr. Li Shengting, the candidate of the seventh board of directors, as a non independent director of the seventh board of directors of the company
Voting results: 310415974 shares were approved, accounting for 99.7932% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3598683 shares were agreed, accounting for 84.8383% of the total voting shares of small and medium-sized shareholders and their proxy representatives attending the meeting.
Mr. Li Shengting was elected as a non independent director of the 7th board of directors of the company.
8.05 elect Mr. Chen Yong, the candidate of the seventh board of directors, as a non independent director of the seventh board of directors of the company
Voting results: 310415974 shares were approved, accounting for 99.7932% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3598683 shares were agreed, accounting for 84.8383% of the total voting shares of small and medium-sized shareholders and their proxy representatives attending the meeting.
Mr. Chen Yong was elected as a non independent director of the 7th board of directors of the company.
8.06 elect Ms. Cui Yongmei, the candidate of the seventh board of directors, as a non independent director of the seventh board of directors of the company
Voting results: 310415977 shares were approved, accounting for 99.7932% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3598686 shares were agreed, accounting for 84.8384% of the total voting shares of small and medium-sized shareholders and their proxy representatives attending the meeting.
Ms. Cui Yongmei was elected as a non independent director of the 7th board of directors of the company.
9. The proposal on the election of independent directors of the seventh board of directors of the company was deliberated and adopted
9.01 elect Mr. Li Junde, the candidate of the seventh board of directors, as the independent director of the seventh board of directors of the company
Voting results: 310313974 shares were approved, accounting for 99.7605% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting results of small and medium-sized investors: 3496683 shares were agreed, accounting for 82.4337% of the total voting shares of small and medium-sized shareholders and their proxy representatives attending the meeting.
