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Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Nanhua Bio-Medicineco.Ltd(000504)
Hunan Qiyuan law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Nanhua Bio-Medicineco.Ltd(000504) (hereinafter referred to as “the company”) to appoint its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), including the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and the convener The legality and validity of the voting procedures and voting results shall be witnessed by on-site lawyers, and this legal opinion shall be issued.
According 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 rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other current Chinese laws and regulations This legal opinion is issued in accordance with the relevant provisions of normative documents and the Nanhua Bio-Medicineco.Ltd(000504) articles of Association (hereinafter referred to as the “articles of association”). Our lawyer declares as follows:
(I) based on the facts that have occurred or existed before the date of issuance of this legal opinion, our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records Misleading statements or major omissions, and bear corresponding legal liabilities.
(II) the legal opinion issued by our lawyer is based on the company’s commitment that the originals of all documents provided to our lawyer and the copies checked by our lawyer to be consistent with the originals are true, complete and reliable without concealment, falsehood or major omissions.
(III) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. In order to express this legal opinion, our lawyers have examined the following materials provided by the company according to law:
1. Published in the media newspapers and cninfo websites designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”)（ http://www.cn.info.com.cn./ ）Notice and other announcement matters related to the general meeting of shareholders;
2. Identity certificates, shareholding certificates, power of attorney, etc. of shareholders or their agents attending the meeting;
3. The register of shareholders of the company on the equity registration date of the shareholders’ meeting, the registration records of shareholders attending the on-site meeting and relevant materials;
In view of this, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following legal opinions on the shareholders’ meeting: I. convening and convening procedures of the shareholders’ meeting
1. On January 25, 2022, the third 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 this general meeting of shareholders.
After inspection, the shareholders’ meeting was convened by the board of directors of the company. The board of directors of the company held a meeting in the media newspapers and cninfo website designated by the CSRC on January 26, 2022（ http://www.cn.info.com.cn./ ）The notice on convening the general meeting of shareholders was announced on the, which announced the time, place, method, deliberation items, registration measures and other matters of the meeting.
2. The general meeting of shareholders was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on February 17, 2022 in the conference room on the third floor of building B1, Lugu science and technology innovation and entrepreneurship Park, No. 1698, Yuelu West Avenue, Changsha high tech Development Zone. The meeting was presided over by Mr. Yang Yun, chairman of the company.
The time for online voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is February 17, 2022, 9:15-9:25, 9:30-11:30, 13:00-15:00; The specific time for voting through the Internet system is 9:15-15:00 on February 17, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 2、 Qualification of attendees and Convener
(I) on site meeting
According to the inspection, there are 3 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, all of whom are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on the equity registration date determined by the board of directors of the company or their legally authorized entrusted agents, with a total of 115301755 shares, Accounting for 37.0062% of the total shares of the company on the equity registration date of the shareholders’ meeting.
It is verified that in addition to the above shareholders and shareholders’ agents, some directors, supervisors, Secretary of the board of directors, other senior managers and lawyers of the firm who are currently in office of the company attend / attend the shareholders’ meeting as nonvoting delegates. These personnel have the qualifications to attend / attend the meeting as nonvoting delegates specified in laws, regulations and the articles of association.
Our lawyers believe that the qualification of the personnel attending the on-site meeting of the general meeting of shareholders is legal and valid.
(II) online voting
According to the statistical results provided by Shenzhen Securities Information Co., Ltd., a total of one shareholder participated in the shareholders’ meeting through online voting, holding 23600 shares of the company, accounting for 0.0076% of the total shares of the company on the equity registration date of the shareholders’ meeting.
(III) meeting convener qualification
The shareholders’ meeting was convened by the 11th board of directors of the company.
In conclusion, our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
(I) on site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. Before voting on the proposal, the shareholders’ meeting elected shareholders’ representatives to participate in vote counting and monitoring. The shareholders present at the meeting and their proxies deliberated and voted on the proposals included in the agenda of the general meeting of shareholders. After the voting, the representatives of shareholders and supervisors elected by the meeting and the lawyers of the exchange shall be jointly responsible for counting and supervising the votes. The host of the meeting announced the on-site voting situation and results.
(II) online voting
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting.
(III) voting results
The voting results of the proposals considered at the shareholders’ meeting are as follows:
1. The proposal on the remuneration scheme of the company’s directors and supervisors was reviewed and approved
Voting results: 115301755 shares were approved, accounting for 99.9795% of the total voting shares attending the meeting; 23600 opposed shares, accounting for 0.0205% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares attending the meeting.
The voting results of small and medium-sized investors were: 100 shares were agreed, accounting for 0.4219% of the total voting shares of small and medium-sized investors attending the meeting; The total number of small and medium-sized investors who have the right to vote against the meeting is 23681.00%, accounting for 5700%; Abstained 0 shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors attending the meeting.
2. The proposal on using temporarily idle funds to invest in short-term financial products of low-risk banks was considered and adopted. The voting results: 115301755 shares were agreed, accounting for 99.9795% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares attending the meeting; 23600 shares abstained, accounting for 0.0205% of the total voting shares attending the meeting.
The voting results of small and medium-sized investors were: 100 shares were agreed, accounting for 0.4219% of the total voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors attending the meeting; 23600 shares were abstained, accounting for 99.5781% of the total voting shares of small and medium-sized investors attending the meeting.
3. The proposal on purchasing directors, supervisors and senior managers’ liability insurance was deliberated and adopted
Voting results: 115301755 shares were approved, accounting for 99.9795% of the total voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares attending the meeting; 23600 shares abstained, accounting for 0.0205% of the total voting shares attending the meeting.
The voting results of small and medium-sized investors were: 100 shares were agreed, accounting for 0.4219% of the total voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total voting shares of small and medium-sized investors attending the meeting; 23600 shares were abstained, accounting for 99.5781% of the total voting shares of small and medium-sized investors attending the meeting.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders are legal and valid. 4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; The qualifications of the attendees and conveners of the shareholders’ meeting are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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