…… Beijing Deheng (Shenzhen) law firm
Legal opinions on the amendment of the Joincare Pharmaceutical Group Industry Co.Ltd(600380) articles of Association
…… 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
On the amendment of the Joincare Pharmaceutical Group Industry Co.Ltd(600380) articles of Association
Legal opinion
Deheng 06f20200824- 00009 to: Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Beijing Deheng (Shenzhen) law firm (hereinafter referred to as “the firm”) is entrusted by Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as “the company”), Issue a legal opinion on the legality and validity of the proposal on Amending Some Provisions of the articles of Association (hereinafter referred to as the “proposal on Amending the articles of association”) deliberated and adopted by the company’s first extraordinary general meeting of shareholders in 2022 held on February 11, 2022.
The firm holds the practicing qualification certificate of law firm issued by the Ministry of justice of the people’s Republic of China, and the handling lawyer who issued this legal opinion (hereinafter referred to as “the lawyer of the firm”) holds the practicing certificate of lawyers of the people’s Republic of China and is qualified to give legal opinions on the above amendment proposal to the articles of association.
This legal opinion is in accordance with (including but not limited to) 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 guidelines for the articles of Association of listed companies, the rules for the general meeting of shareholders of listed companies and other currently effective Chinese laws and regulations Department rules and other normative documents (hereinafter referred to as “relevant laws and regulations”) and the company’s current effective articles of association. In order to issue this legal opinion, our lawyers have reviewed the relevant documents and materials provided by the company, including but not limited to:
1. The current effective articles of association of Joincare Pharmaceutical Group Industry Co.Ltd(600380) (hereinafter referred to as the “articles of association”); 2. On January 25, 2022, the company published on China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on resolutions of the 8th meeting of the Joincare Pharmaceutical Group Industry Co.Ltd(600380) 8th board of directors (hereinafter referred to as “announcement on resolutions of the 8th meeting of the 8th board of directors”);
3. On January 25, 2022, the company published on China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) Announcement of Joincare Pharmaceutical Group Industry Co.Ltd(600380) on Amending the articles of association and relevant systems;
4. 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. ）Notice of Joincare Pharmaceutical Group Industry Co.Ltd(600380) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “Notice of general meeting of shareholders”);
5. On January 25, 2022, the company published on China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) The materials of the first extraordinary general meeting of shareholders in Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2022 (hereinafter referred to as “the materials of the general meeting of shareholders”);
6. Resolution of the first extraordinary general meeting of shareholders in Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2022 (hereinafter referred to as “resolution of the general meeting of shareholders”) and meeting documents provided by the company.
For the purpose of issuing this legal opinion, our lawyer hereby assumes that:
1. The company has provided us with the necessary documents for issuing this legal opinion, and the above documents are true, accurate and complete;
2. All signatures and seals on the documents provided by the company to the exchange are true, and the copy is consistent with the original. In accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, the lawyers of this firm have issued the following legal opinions on the amendment proposal to the articles of association:
1、 Procedures for amending the articles of Association
1. According to the announcement on the resolutions of the 8th meeting of the 8th board of directors, the amendment proposal to the articles of association has been deliberated and adopted at the 8th meeting of the 8th board of directors of the company;
2. On January 25, 2022, the company published on China Securities Journal, securities times, Shanghai Securities News, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Publish the notice of the general meeting of shareholders and the meeting materials of the general meeting of shareholders, include the amendment proposal of the articles of association in the deliberation matters of the general meeting of shareholders, and fully disclose the contents of the amendment proposal of the articles of association on the website;
3. According to the resolution of the general meeting of shareholders, the company held the first extraordinary general meeting of shareholders in 2022 on February 11, 2022. In accordance with relevant laws and regulations and the articles of association, the amendment proposal to the articles of association was adopted by more than two-thirds of the voting rights held by shareholders and shareholder representatives (or agents) attending the general meeting of shareholders.
After verification, our lawyers believe that the amendment of the articles of association has fulfilled the necessary legal procedures in accordance with the requirements of relevant laws and regulations and the articles of association.
The amendment of the articles of association of the company needs to be filed with the relevant competent securities department and the company registration authority.
2、 Amendments to the articles of Association
The amendment proposal to the articles of association modifies the contents of the articles of association as follows:
Articles of the original articles of association: articles of the revised articles of association:
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the new provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may
Article 24 the company shall not purchase its own shares in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association. Acquisition of shares of the company: however, except under any of the following circumstances:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; And;
(III) use shares for employee stock ownership plan or equity (III) use shares for employee stock ownership plan or stock incentive; Right incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders. (IV) the shareholders request the company to purchase their shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders.
And dissent from the resolution of division and require the company to purchase its shares; (V) converting shares into corporate bonds issued by listed companies; (V) converting shares into corporate bonds issued by listed companies; Corporate bonds converted into shares;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests; Required.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares in one of the following ways: through public centralized trading or (I) centralized bidding trading in legal and administrative stock exchanges; Regulations and other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to item (III) (III) of paragraph 1 of Article 24 of the articles of association. Under the circumstances specified in item, item (V) and item (VI), if the receiving company purchases the shares of the company due to item (III) and item (VI) of paragraph 1 of Article 23, it shall purchase the company through public centralized transactions under the circumstances specified in Item (V) and item (VI). The of shares shall be conducted through public centralized trading.
Article 25 Where the company purchases the shares of the company under the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association due to the circumstances specified in items (I) and (II) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The acquisition of the company’s shares for the first time shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in Item (III), item (V) and item (VI) of paragraph 1 of Article 24 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted under the circumstances specified in Item (V) and item (VI). The company’s shares may be purchased in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders of the company in accordance with Article 23. If it falls into the situation of paragraph (I) after more than two-thirds of the directors are present, it shall be decided at the meeting of the board of directors at the time of purchase.
Cancellation within 10 days from the date of; In the case of item (II) or (IV) of the company in accordance with Item 1 of Article 24 of the articles of association, it shall be transferred or cancelled within 6 months. After the acquisition of the company’s shares, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition under the circumstances of item (III), (V) and (VI); If it belongs to item (II) and the total number of shares of the company held by the company shall not exceed the circumstances of this item and item (IV), it shall transfer 10% of the total issued shares of the company within six months and shall be transferred or cancelled within three years; It belongs to item (III), (V), transfer or cancellation. In the case of item (VI), when the company purchases its shares held by the company in total, the company shall fulfill the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China that the number of shares shall not exceed 100% of the total issued shares of the company, and shall transfer or cancel it within three years. Business.
Article 40 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company. It exercises the following functions and powers according to law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan; (II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace supervisors who are not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; Directors and supervisors, decide on the remuneration of directors and supervisors (III) review and approve the report of the board of directors; Item;
(IV) review and approve the report of the board of supervisors; (III) review and approve the report of the board of directors;
(V) review and approve the annual financial budget of the company; (IV) review and approve the report of the board of supervisors;
Project and final settlement plan; (V) review and approve the company’s annual financial budget; (VI) review and approve the company’s profit distribution plan, compensation plan and final account plan;
Loss compensation scheme; (VI) review and approve the company’s profit distribution plan and (VII) make plans to cover losses for the increase or decrease of the company’s registered capital;
Resolutions; (VII) make decisions on the increase or decrease of the company’s registered capital; (VIII) make resolutions on the issuance of shares and the issuance of shares in accordance with Article 23 of the articles of Association;
(VIII) make resolutions on the issuance of shares, the purchase of shares of the company and the issuance of corporate bonds due to Article 24 of these articles; (IX) make resolutions on the merger, division, dissolution, liquidation or repurchase of the company’s shares and issuance of corporate bonds under the circumstances specified in items (I) and (II) of paragraph 1 of Article 1; To make a resolution on changing the form of the company; (IX) modify the articles of Association for the merger, division, dissolution and liquidation of the company (x); Or make a resolution on changing the form of the company;
（11） Revise the articles of Association for the company’s employment and dismissal of accounting firm (x);
Make resolutions; （11） Resolutions on the company’s employment and dismissal of accounting affairs (12) to review and approve the guarantee specified in Article 41;
matter; （12） (13) to review and approve the guarantee stipulated in Article 42; and (13) to review the purchase and sale of reinsurance by the company within one year;
Large assets exceed 30% (XIII) of the company’s total audited assets in the latest period, and the company is considered to be in
