Legal opinion of Shanghai Chengming Zezheng law firm
Shanghai Chengming Zezheng law firm
About Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Shanghai Chengming Zezheng law firm (hereinafter referred to as “the firm”), entrusted by Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as “the company”), appoints its lawyers to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as “Securities Law”) According to the rules of procedure of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of procedure of the general meeting of shareholders”) and the articles of association of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as the “articles of association”), the legal opinion of Shanghai Chengming Zezheng law firm on the second extraordinary shareholders’ meeting in Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 (hereinafter referred to as the “legal opinion”) is issued. Affected by the epidemic of pneumonia by New Coronavirus, our lawyer witnessed the shareholders’ meeting through video.
The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to submit this legal opinion as the legal document of the announcement of the company’s general meeting of shareholders, together with other announcements of the company, to Shanghai stock exchange for examination and announcement.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The company held this general meeting of shareholders, and the board of directors was on the website of Shanghai Stock Exchange on January 20, 2022（ http://www.sse.com.cn./ ）, China Securities News, Shanghai Securities News, securities times and Securities Daily shall notify all shareholders in the form of announcement. The announcement issued by the company specifies the time and place of the meeting and the matters to be considered at the meeting, and explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights
Legal opinion of Shanghai Chengming Zezheng law firm
The date of equity registration of the shareholders who have the right to attend the meeting, the registration method and contact number of the shareholders who attend the meeting, etc.
According to the above announcement, the board of directors of the company has listed the matters discussed at the shareholders’ meeting in the announcement and fully disclosed the contents of the proposal in accordance with relevant regulations.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the company’s general meeting of shareholders was held at 14:30 p.m. on Wednesday, February 16, 2022 in the conference room on the first floor, No. 69, xinganquan West Road, Hanjiang District, Yangzhou city. The meeting provided online voting platform to shareholders of the company through the online voting system and Internet voting system of Shanghai Stock Exchange, and shareholders exercised their voting rights through the above system during online voting time. Among them, the time of online voting through the online voting system of Shanghai 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 16, 2022; The voting time through the Internet voting system is 9:15 a.m. to 15:00 p.m. on Wednesday, February 16, 2022. The time, place and method of the meeting shall comply with the above notice.
It has been verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of procedure of the general meeting of shareholders and the articles of association.
2、 Legality and validity of the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders and the convener
1. Shareholders attending the meeting and their proxies
According to the signatures and power of attorney of shareholders (or their agents) attending the meeting and the data provided by the voting platform of the trading system of Shanghai Stock Exchange, there are 53 shareholders (or their agents) attending the meeting; A total of 44 shareholders (or their proxies, excluding the shareholders who attend the on-site meeting but avoid voting) attended and voted at the meeting, representing 65436217 shares (excluding the number of voting rights held by the shareholders who avoid voting, the same below), accounting for 37.64% of the total voting shares of the company (excluding the number of voting rights held by the shareholders who avoid voting, the same below), including:
(1) There are 2 Shareholders of the company (or their proxies, excluding those who attend the on-site meeting but avoid voting) who attend and vote at the on-site meeting, representing 5066480 shares, accounting for 2.91% of the total voting shares of the company;
(2) The number of shareholders of the company participating in online voting is 42, with 60369737 representative shares, accounting for 34.73% of the total voting shares of the company.
Legal opinion of Shanghai Chengming Zezheng law firm
2. Other persons attending the meeting
It is verified that, in addition to shareholders and their agents, the participants at the meeting are some directors, supervisors, senior managers and witness lawyers hired by the company.
It is verified that the qualifications of the on-site personnel attending the second extraordinary general meeting of shareholders in 2022 comply with the provisions of Chinese laws and regulations and the articles of association, and are legal and valid.
3. Qualification of Convener
It has been verified that the second extraordinary general meeting of shareholders in 2022 was convened by the board of directors after a resolution was made by the board of directors, which complies with the provisions of relevant laws and regulations and the articles of association, and the convener’s qualification is legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
There were no new temporary proposals at the shareholders’ meeting of the company, and the proposals listed in the meeting notice were considered and voted on one by one. The proposals listed on the agenda were not shelved or not voted for any reason. After verification, the company’s general meeting of shareholders voted on the matters notified and announced by the general meeting of shareholders by a combination of on-site open voting and online voting. After the voting, the votes were monitored according to the procedures specified in the articles of association and the voting results were announced on the spot. The number of votes deliberated and passed at the shareholders’ meeting complies with the provisions of the articles of association, and its voting procedures and voting results comply with the provisions of relevant laws and regulations and the articles of association.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of procedure of the general meeting of shareholders and the articles of Association; The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid. This legal opinion is made in three originals without copies. (no text below)
