...... Beijing Deheng (Shenzhen) law firm
About Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
...... 11 / F, block B, Allianz building, 4018 Jintian Road, Futian District, Shenzhen
Tel: 0755-88286488 Fax: 0755-88286499 zip code: 518026
Beijing Deheng (Shenzhen) law firm
About Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Deheng 06f20200824-009 to: Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as "the company") the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the meeting") was held on Friday, February 11, 2022. Entrusted by the company, Beijing Deheng (Shenzhen) law firm (hereinafter referred to as "Deheng" or "our firm") appointed lawyer Huang futianzhi and lawyer Huang Lina (hereinafter referred to as "our lawyer") to attend the meeting. In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the company law of the people's Republic of China (hereinafter referred to as the "company law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws, administrative regulations and departmental rules of the China Securities Regulatory Commission In accordance with the provisions of the normative documents and the articles of association of Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as the "articles of association"), our lawyers witnessed and expressed legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures, voting results and other related matters of the meeting.
In order to issue this legal opinion, our lawyers attended the meeting and reviewed the following documents provided by the company, including but not limited to:
(I) articles of Association;
(II) announcement on the resolutions of the 8th meeting of the Joincare Pharmaceutical Group Industry Co.Ltd(600380) 8th board of directors; (III) on January 25, 2022, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The notice of Joincare Pharmaceutical Group Industry Co.Ltd(600380) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting of shareholders");
(IV) registration records and voucher materials of shareholders attending the meeting on site;
(V) information on the voting of shareholders at the meeting;
(VI) other documents of the meeting.
Our lawyers are guaranteed as follows: the company has provided the materials that our lawyers believe are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, the lawyers of the firm only discuss whether the convening and convening procedures of the company's current meeting comply with the relevant provisions of relevant laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualifications of the attendees and conveners are legal and effective, and the voting procedures of the meeting Express opinions on whether the voting results are legal and effective, and do 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 these proposals.
Deheng and our lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
It is only for the purpose of witnessing the meeting and shall not be used for any other legal purpose.
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 give the following legal opinions on the legal issues related to the convening and holding of this meeting of the company:
1、 About the convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the 8th meeting of the 8th board of directors held on January 24, 2022, the board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On January 25, 2022, the company published in China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The notice of the general meeting of shareholders was published. The interval between the announcement date of the meeting and the date of the meeting has reached 15 days, and the interval between the equity registration date (February 7, 2022) and the date of the meeting is no more than 7 working days.
3. The above announcement lists the convener, time, method, attendees, place, registration method, contact person and contact information of the meeting, and fully and completely discloses the specific contents of all proposals.
(II) convening of this meeting
1. The meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held at 14:00 on Friday, February 11, 2022 in conference room 2, pharmaceutical group building, No. 17, Langshan Road, North District, high tech Zone, Nanshan District, Shenzhen. The actual time, place and method of this meeting are the same as those notified in the notice of general meeting of shareholders.
The online voting time is February 11, 2022. Among them, the specific time of online voting through the trading system of Shanghai Stock Exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 11, 2022; The voting time through the Internet voting platform is 9:15-15:00 on February 11, 2022. 2. The meeting was presided over by Mr. Zhu Baoguo, chairman of the board of directors. The meeting deliberated on the proposals listed in the notice of the general meeting of shareholders. The staff of the board of directors made records of the meeting on the spot.
The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting.
3. There is no voting on matters not listed in the notice of convening this meeting. The lawyers of the firm believe that the actual time, place and content of the meeting are consistent with those notified in the notice, and the convening and convening procedures of the meeting comply with the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the relevant provisions of the articles of association of the company.
2、 Qualification of participants and convener of the meeting
(I) a total of 97 shareholders and their authorized agents attended the on-site meeting and online voting, representing 1004933406 shares with voting rights, accounting for 52.6106% of the total voting shares of the company. Of which:
According to the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the meeting, there were 3 shareholders and shareholder agents attending the meeting, and the number of voting shares represented was 895704853, accounting for 46.8923% of the total voting shares of the company.
The aforesaid qualification of shareholders voting through the online voting system shall be verified by the trading system and Internet voting system of Shanghai Stock Exchange.
(II) directors, supervisors, senior managers and other personnel participating in the on-site meeting
Ms. Liu Guangxia, the vice chairman of the company, was unable to attend the meeting due to work reasons. Mr. Yu Xiong, the director and President, and Mr. Qiu Qingfeng, the director, vice president and financial director, attended the meeting on site. Mr. Zhu Baoguo, the chairman, Mr. Lin Nanqi, the director and vice president, and Mr. Cui Liguo, the independent director, Ms. Huo Jing, Ms. Peng Juan and Mr. Qin Yezhi attended the meeting by video; Mr. Yu Xiaoyun, the supervisor, attended the meeting on site, and Ms. Peng Jinhua and Mr. Xie Youguo, the supervisors, attended by video; Mr. Zhao Fengguang, vice president and Secretary of the board of directors, attended the meeting on site, and our lawyers attended the meeting as nonvoting delegates. These personnel are legally qualified to attend the meeting.
(III) this meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid. The lawyers of the firm believe that the qualifications of the persons attending the meeting and the convener of the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association.
3、 Shareholders' qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by our lawyers, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(I) the meeting adopted on-site voting and online voting to vote on the proposals of the meeting. Witnessed by our lawyers, the proposals considered at this meeting of the company are consistent with those listed in the notice of the general meeting of shareholders, and there is no modification of the proposals notified at this meeting.
(II) in accordance with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, administrative regulations, normative documents and the articles of association, two shareholders' representatives, supervisors' representatives, lawyers and staff of the exchange are jointly responsible for vote counting and supervision.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the chairman of the meeting announced the voting results at the meeting site. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately.
Our lawyers believe that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are as follows:
1. The proposal on changing some investment projects with raised funds was deliberated and adopted by ordinary resolution
Voting results: 1004819488 shares were approved, accounting for 99.9886% of the total number of valid voting shares held by shareholders and shareholders' agents who attended the meeting and had the right to vote on the proposal; 109318 opposed shares, accounting for 0.0108% of the effective voting shares of such shareholders; 4600 shares abstained, accounting for 0.0006% of the number of effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 109165835 shares are agreed, accounting for 99.8957% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 109318 opposed shares, accounting for 0.1000% of the effective voting shares of minority shareholders and shareholder agents attending the meeting; 4600 shares were abstained, accounting for 0.0043% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
According to the voting results, the bill was passed.
2. The proposal on amending some articles of the articles of association was deliberated and adopted by special resolution
Voting results: 958567567 shares were approved, accounting for 95.3861% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 46361239 shares, accounting for 4.6133% of the effective voting shares of such shareholders; 4600 shares abstained, accounting for 0.0006% of the number of effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 62913914 shares are agreed, accounting for 57.5714% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 46361239 opposed shares, accounting for 42.4243% of the valid voting shares of minority shareholders and shareholder agents attending the meeting; 4600 shares were abstained, accounting for 0.0043% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
According to the voting results, the proposal was passed.
3. The proposal on Amending Some Provisions of the rules of procedure of the board of directors was considered and adopted by special resolution. The voting results: 958567567 shares were agreed, accounting for 95.3861% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; Against 46361239 shares, accounting for 4.6133% of the effective voting shares of such shareholders; 4600 shares abstained, accounting for 0.0006% of the number of effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 62913914 shares are agreed, accounting for 57.5714% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 46361239 opposed shares, accounting for 42.4243% of the valid voting shares of minority shareholders and shareholder agents attending the meeting; 4600 shares were abstained, accounting for 0.0043% of the effective voting shares of minority shareholders and shareholder agents attending the meeting.
According to the voting results, the bill was passed.
4. The proposal on Amending Some Provisions of the rules of procedure of the board of supervisors was considered and adopted by special resolution. The voting results: 1004908288 shares were agreed, accounting for 99.9975% of the total number of valid voting shares held by shareholders and shareholder agents who attended the meeting and had the right to vote on the proposal; 20518 opposed shares, accounting for 0.0020% of the effective voting shares of such shareholders; 4600 shares abstained, accounting for 0.0005% of the number of effective voting shares of such shareholders.
Among them, the voting situation of small and medium-sized investors is: 109254635 shares are agreed, accounting for 99.9770% of the number of valid voting shares held by small and medium-sized shareholders and shareholder agents attending the meeting; 20518 opposed shares, accounting for the small and medium-sized shares attending the meeting
