16 / F, block a, Huanglong Vanke center, No. 77 Xueyuan Road, Xihu District, Hangzhou
Post code: 310012
Tel: (86-571) 2689-8188
Fax: (86-571) 2689-8189
Beijing JUNHE (Hangzhou) law firm
About Hangzhou Tianmushan Pharmaceutical Enterprise Co.Ltd(600671)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Hangzhou Tianmushan Pharmaceutical Enterprise Co.Ltd(600671)
Beijing JUNHE (Hangzhou) law firm (hereinafter referred to as "the firm") accepts Hangzhou Tianmushan Pharmaceutical Co., Ltd
Entrusted by the company (hereinafter referred to as "the company"), 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") and the China Securities Regulatory Commission
The rules of the general meeting of shareholders of the municipal company (revised in 2022) (hereinafter referred to as the "rules of the general meeting of shareholders") and other rules of the people's Republic of China
For the purpose of this legal opinion, Heguo (hereinafter referred to as "China") does not include the Hong Kong Special Administrative Region and the Macao Special Administrative Region
The current effective laws, administrative regulations, rules and normative documents and the current effective company seal
According to relevant regulations of the company, a lawyer was appointed to attend the first extraordinary shareholders' meeting in 2022 held by the company on February 11, 2022
The general meeting (hereinafter referred to as "the shareholders' meeting") and issued this legal opinion on relevant matters of the shareholders' meeting.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The Hangzhou Tianmushan Pharmaceutical Enterprise Co.Ltd(600671) articles of Association (hereinafter referred to as the "articles of association");
2. The Hangzhou Tianmushan Pharmaceutical Enterprise Co.Ltd(600671) 11th board of directors made by the company on January 21, 2022
Resolution of the 10th meeting;
3. Hangzhou Tianmushan Pharmaceutical Co., Ltd. published on the website of Shanghai Stock Exchange on January 22, 2022
Notice of the Company Limited on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "Notice of the extraordinary general meeting of shareholders")
"Notice");
4. Yongxin Huarui Culture Development Co., Ltd. published on the website of Shanghai Stock Exchange on January 28, 2022
Letter of the company on proposing the interim proposal of the first extraordinary general meeting of shareholders in Hangzhou Tianmushan Pharmaceutical Enterprise Co.Ltd(600671) 2022 (hereinafter referred to as "letter of interim proposal");
5. Hangzhou Tianmushan Pharmaceutical Co., Ltd. published on the website of Shanghai Stock Exchange on January 28, 2022
Announcement of the Company Limited on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the notice on adding temporary proposals")
Announcement of proposal ";
6. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
Beijing headquarters Tel: (86-10) 8519-1300 Shanghai Branch Tel: (86-21) 5298-5488 Guangzhou Branch Tel: (86-20) 2805-9088 Shenzhen Branch Tel: (86-755) 2587-0765 Fax: (86-10) 8519-1350 Fax: (86-21) 5298-5492 Fax: (86-20) 2805-9099 Fax: (86-755) 2587-0780 Hangzhou branch Tel: (86-571) 2689-8188 Chengdu Branch Tel: (86-28) 6739-8000 Qingdao Branch Tel: (86-532) 6869-5000 Dalian Branch Tel: (86-411) 8250-7578 Fax: (86-571) 2689-8199 Fax: (86-28) 6739 8001 Fax: (86-532) 6869-5010 Fax: (86-411) 8250-7579 Haikou Branch Tel: (86-898) 6851-2544 Tianjin Branch Tel: (86-22) 5990-1301 Hong Kong Branch Tel: (852) 2167-0000 New York branch Tel: (1-212) 703-8702 Fax: (86-898) 6851-3514 Fax: (86-22) 5990-1302 Fax: (852) 2167-0050 Fax: (1-212) 703-8720 Silicon Valley Branch Tel: (1-888) 886-8168
Fax: (1-888) 808-2168 www.junhe.com com.
7. Registration records and certificate materials of shareholders attending the on-site meeting;
8. Statistical results of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd;
9. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
10. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original. In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, 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 and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 21, 2022, the 10th meeting of the 11th board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on February 11, 2022.
On January 22, 2022, the company published the notice of extraordinary general meeting of shareholders on the website of Shanghai Stock Exchange and other information disclosure media designated by China Securities Regulatory Commission.
On January 28, 2022, the company published the announcement of adding temporary proposal on the website of Shanghai Stock Exchange and other information disclosure media designated by China Securities Regulatory Commission. The shareholder Yongxin Huarui Cultural Development Co., Ltd., which holds 20.53% of the company's shares, put forward the temporary proposal on January 25, 2022, It is proposed to add two interim proposals to the first extraordinary general meeting of the company in 2022: the interim proposal on proposing to remove Mr. Ren Jiapeng from the post of non independent director and chairman of the 11th board of directors and the interim proposal on proposing to increase the by election of Mr. Liu Bo as non independent director of the 11th board of directors. The above proposals shall be considered in sequence, The prerequisite for the deliberation and approval of the interim proposal on adding Mr. Liu Bo as the non independent director of the 11th board of directors is that the interim proposal on proposing to remove Mr. Ren Jiapeng from the post of non independent director and chairman of the 11th board of directors has been approved by the shareholders (including the shareholder's agent) attending the extraordinary general meeting Adopted by more than 1 / 2 of the voting rights held; The interim proposal on adding Mr. Liu Bo as a non independent director of the 11th board of directors of the company was adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders' agents) attending the extraordinary general meeting of shareholders. The company hereby submits the above proposal as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on February 11, 2022 in the conference room of the company on the second floor of block B, Zhongke national technology transfer center, Shanda Science Park, No. 19, Jugong Road, Binjiang District, Hangzhou, Zhejiang Province. The on-site meeting was presided over by Mr. Li Feng, vice chairman.
3. The time for online voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is February 11, 2022. Among them, the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals considered at the meeting are consistent with the time, place and method announced in the notice of the extraordinary shareholders' meeting and the announcement of adding interim proposals, as well as the matters submitted to the meeting for consideration.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the certificate or power of attorney of the legal representative of the corporate shareholders attending the shareholders' meeting, and the personal identity certificate of the natural person shareholders attending the shareholders' meeting, and confirmed that there were 0 shareholders and shareholders' agents attending the shareholders' meeting, Representing 0 voting shares, accounting for 0% of the total voting shares of the company; A total of 7 shareholders and shareholders' agents attended the general meeting, representing 55919088 voting shares, accounting for 45.9185% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also included some directors, some supervisors and lawyers of the company. Other senior managers of the company except the Secretary of the board of directors attended the on-site meeting of the shareholders' meeting.
The qualification of shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. (II) convener qualification
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders' meeting and the articles of association.
3、 Interim proposal of this shareholders' meeting
According to the company on January 28, 2022
