Guohao law firm (Nanjing)
About Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Floors 5, 7-8, 309 Hanzhongmen street, Nanjing, Jiangsu 210036, China
5、 7-8F,309#Hanzhongmen Street,Nanjing,China Post Code: 210036
Tel: (+ 86) (25) 8966 0900 Fax: (+ 86) (25) 8966 0966
Website: http://www.grandall.com.cn.
Guohao law firm (Nanjing)
About Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Guohao law firm (Nanjing) (hereinafter referred to as “the firm”) has accepted the entrustment of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting” and “the meeting”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and other laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and the relevant provisions of the Beijing Aosaikang Pharmaceutical Co.Ltd(002755) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the lawyer appointed by the exchange (hereinafter referred to as “the lawyer of the exchange”) attended the shareholders’ meeting and verified the documents and facts related to the convening of the shareholders’ meeting provided by the company. On this basis, in accordance with the requirements of the rules of the general meeting of shareholders and 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 relevant facts on and before the issuance date of this legal opinion, and agree that the company will announce this legal opinion together with the resolution of the general meeting of shareholders. 1、 On the convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The board of directors of the company held the 18th meeting of the 5th board of directors on January 21, 2022, and decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Friday, February 18, 2022. On January 22, 2022, the board of directors of the company issued the announcement on the resolution of the 18th meeting of the Fifth Board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2022 on the designated media and website. The notice of the meeting specifies the time and place of the shareholders’ meeting, the matters to be considered at the meeting, the participants of the meeting, the registration measures of the meeting and other matters, which is in line with the relevant provisions of the articles of association.
The lawyer of the firm believes that the above acts of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association on the convening of the general meeting of shareholders.
(II) convening of this general meeting of shareholders
1. Witnessed by our lawyers, the general meeting of shareholders was held at 14:30 p.m. on Friday, February 18, 2022 in conference room 1, floor 5, Huifeng Hotel, Jiangning District, Nanjing, Jiangsu Province. It was presided over by the chairman of the company. All the agenda of the general meeting of shareholders was completed, and no shareholders put forward new proposals. The time, place and content of this general meeting of shareholders are consistent with the notice of the above meeting.
2. The shareholders’ meeting was held by combining on-site voting and online voting. Online voting time: the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on Friday, February 18, 2022. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on Friday, February 18, 2022.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the convening and convening procedures are legal. 2、 On the qualifications of the participants and conveners of the general meeting of shareholders
(I) personnel attending the general meeting of shareholders
1. Shareholders and their agents
A total of 6 shareholders and entrusted agents attended the on-site meeting of the general meeting of shareholders, representing 610740850 shares with voting rights, accounting for 65.8012% of the total shares of the company. Shareholders who vote through the Internet have been authenticated by Shenzhen Securities Information Co., Ltd. in accordance with the relevant provisions of Shenzhen Stock Exchange. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 7 shareholders participated in the online voting of the general meeting of shareholders, representing 145864986 shares with voting rights, accounting for 15.7155% of the total shares of the company.
To sum up, there are 13 shareholders, entrusted agents and shareholders voting through the Internet attending the on-site meeting of the general meeting of shareholders, representing 756605836 shares with voting rights, accounting for 81.5167% of the total shares of the company, including 8 small and medium-sized investors (or entrusted agents), representing 3003485 shares with voting rights, accounting for 0.3236% of the total shares of the company.
After verification, the shareholders registered by the company as of 15:00 p.m. closing on February 14, 2022 (Monday), the shareholders attending the shareholders’ meeting on site and the shareholders’ agents holding legal and valid identity certificates, power of attorney and shareholding certificates provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch are qualified to attend the shareholders’ meeting.
2. Other personnel attending the general meeting of shareholders
In addition to shareholders and their proxies, the directors, supervisors, senior managers of the company and lawyers of the firm also attended or attended the general meeting of shareholders as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
The lawyers of the firm believe that the personnel attending the shareholders’ meeting and the convener of the meeting comply with the relevant provisions of the company law, the rules of the shareholders’ meeting and the articles of association, and the qualifications of the personnel attending the meeting and the convener of the meeting are legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
(I) witnessed by our lawyers, the proposals considered and voted at the general meeting of shareholders are:
1. Proposal on general election of the board of directors and nomination of members (non independent directors) of the sixth board of directors of the company;
(1) Elect Mr. Chen Qingcai as a non independent director of the sixth board of directors of the company
(2) Elect Ms. Wang Xiaowen as a non independent director of the sixth board of directors of the company
(3) Elect Ms. Zhou suling as a non independent director of the sixth board of directors of the company
(4) Elect Mr. Ma Jingfei as a non independent director of the sixth board of directors of the company
(5) Elect Mr. Xu Youyin as a non independent director of the sixth board of directors of the company
(6) Elect Mr. Chen Xiangfeng as a non independent director of the sixth board of directors of the company
2. Proposal on general election of the board of directors and nomination of members (independent directors) of the sixth board of directors of the company; (1) Elect Mr. Wu Xiaoming as an independent director of the sixth board of directors of the company
(2) Elect Mr. Li Di as an independent director of the sixth board of directors of the company
(3) Elect Mr. Liu Jianwen as an independent director of the sixth board of directors of the company
3. Proposal on general election of the board of supervisors and nomination of non employee representative supervisors of the sixth board of supervisors of the company.
The on-site meeting of the shareholders’ meeting deliberated the proposals in the notice of meeting according to the agenda of the meeting and voted by open ballot, and did not vote on the matters not listed in the notice of the shareholders’ meeting. The general meeting of shareholders adopts a combination of on-site open voting and online voting. The company provides shareholders with an online voting platform through the system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provides the company with the total number of voting rights and statistical data of online voting at the general meeting of shareholders. Special note: the above proposals 1-2 are elected by cumulative voting system: 6 non independent directors and 3 independent directors should be elected. The number of election votes owned by shareholders is the number of voting shares held by them multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they own.
(II) the chairman of the shareholders’ meeting announced the number of shareholders and agents attending the meeting and the total number of voting shares held before the voting at the on-site meeting. Two shareholders’ representatives and one supervisor participated in the counting of votes at the shareholders’ meeting, and the counting representative announced the on-site voting results on the spot. (III) after the voting of the general meeting of shareholders, the vote counter and the scrutineer jointly counted the voting results of the on-site voting and online voting of the general meeting of shareholders. The voting of the proposals considered at the general meeting of shareholders is as follows:
1. Proposal on general election of the board of directors and nomination of members (non independent directors) of the sixth board of directors of the company
This proposal adopts the cumulative voting system to elect Mr. Chen Qingcai, Ms. Wang Xiaowen, Ms. Zhou suling, Mr. Ma Jingfei, Mr. Xu Youyin and Mr. Chen Xiangfeng as non independent directors of the sixth board of directors of the company, with a term of office of three years from the date of deliberation and adoption of this general meeting of shareholders. The specific voting results are as follows:
(1) Elect Mr. Chen Qingcai as a non independent director of the sixth board of directors of the company
Voting results: Mr. Chen Qingcai was elected and agreed to 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
(2) Elect Ms. Wang Xiaowen as a non independent director of the sixth board of directors of the company
Voting results: Ms. Wang Xiaowen was elected and approved 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
(3) Elect Ms. Zhou suling as a non independent director of the sixth board of directors of the company
Voting results: Ms. Zhou suling was elected and agreed to 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
(4) Elect Mr. Ma Jingfei as a non independent director of the sixth board of directors of the company
Voting results: Mr. Ma Jingfei was elected and agreed to 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
(5) Elect Mr. Xu Youyin as a non independent director of the sixth board of directors of the company
Voting results: Mr. Xu Youyin was elected and approved 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
(6) Elect Mr. Chen Xiangfeng as a non independent director of the sixth board of directors of the company
Voting results: Mr. Chen Xiangfeng was elected and approved 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
2. Proposal on general election of the board of directors and nomination of members (independent directors) of the sixth board of directors of the company this proposal adopts the cumulative voting system to elect Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen as independent directors of the sixth board of directors of the company, with a term of office of three years from the date of deliberation and adoption of this general meeting of shareholders. The specific voting results are as follows:
(1) Elect Mr. Wu Xiaoming as an independent director of the sixth board of directors of the company
Voting results: Mr. Wu Xiaoming was elected and agreed to 756554036 shares, accounting for 99.9932% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Among them, the voting of small and medium-sized investors is 2951685 shares, accounting for 98.2753% of the total number of valid voting shares held by small and medium-sized investors attending the meeting (on-site and online).
(2) Elect Mr. Li Di as an independent director of the sixth board of directors of the company
