Beijing Hairun Tianrui law firm
On matters related to the public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors
Legal opinion
Beijing, China
March, 2002
Beijing Hairun Tianrui law firm
About Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Public solicitation of entrusted voting rights by independent directors
Legal opinion
To: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors
Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) accepts the entrustment of Wu Qinggong, an independent director of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) ” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) which are currently effective and applicable The measures for the administration of equity incentives of listed companies (hereinafter referred to as the “measures for the administration of incentives”), the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”) and other relevant laws and regulations, With regard to the matters related to the independent directors soliciting the voting rights of the company’s first extraordinary general meeting of shareholders in 2022 held on March 1, 2022 (hereinafter referred to as “this solicitation of voting rights”) from all the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for the meeting after the end of the stock market trading on the afternoon of February 22, 2022, Issue this legal opinion.
In order to issue this legal opinion, our lawyers have reviewed the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft), documents of the board of directors, independent opinions of independent directors, instructions on the entrustment of independent directors, identity documents of the collector, report on the public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors and other documents that our lawyers think need to be reviewed, And checked and verified the relevant facts and materials by querying the public information of government departments.
For this legal opinion, the office and the handling lawyer hereby make the following statement:
1. Our lawyers promise to express legal opinions based on the facts that have occurred or existed before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC and relevant competent authorities and departments, as well as their understanding of the facts and the law.
2. The exchange has obtained the written confirmation and commitment from the company and the independent director Mr. Wu Qinggong, who has provided the exchange with the original written materials, copies, copies or oral testimony required for the issuance of this legal opinion.
3. This legal opinion is only used for the purpose of the public solicitation of entrusted voting rights by Mr. Wu Qinggong, an independent director of the company, and shall not be used for any other purpose without the written consent of the exchange.
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1、 Legal basis for independent directors to solicit voting rights
In accordance with the relevant provisions of the incentive management measures and the entrustment of other independent directors of the company, Mr. Wu Qinggong, the independent director of the company, served as the soliciter to review some proposals for the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held on March 1, 2022, Including proposal 1 on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary, proposal 2 on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, and proposal 3 on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive), Solicit proxy voting rights from all shareholders of the company. The 16th meeting of the 7th board of directors held on February 11, 2022 considered and approved the above proposal, and the independent directors expressed their independent opinions on the relevant proposal.
According to the provisions of the company law, shareholders can entrust agents to attend the general meeting of shareholders, and the agents shall submit the power of attorney of shareholders to the company and exercise their voting rights within the scope of authorization.
In accordance with the provisions of the securities law, the Interim Provisions and the articles of association, the independent directors of the company can act as the soliciter to publicly solicit shareholders’ voting rights by themselves or by entrusting securities companies and securities service institutions.
According to Article 36 of the incentive management measures, independent directors shall solicit the entrusted voting rights from all shareholders for the equity incentive plan.
Our lawyers believe that the public solicitation of voting rights complies with the provisions of the company law, the securities law, the incentive management measures, the Interim Provisions and other laws and regulations, normative documents and the articles of association.
2、 Qualification of solicitors
According to the report of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of entrusted voting rights announced by the company on February 12, 2022, In accordance with the relevant provisions of the incentive management measures and the entrustment of other independent directors, Mr. Wu Qinggong, the collector, publicly solicited the entrusted voting rights from all shareholders of the company for the relevant proposals considered at the first extraordinary general meeting of shareholders in 2022 held on March 1, 2022.
The basic information of the recruiter Mr. Wu Qinggong is as follows:
Calendar. He once served as partner of Beijing Hejun Consulting Co., Ltd., general manager of medical and pharmaceutical business department, partner and vice president of Kunwu Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Co., Ltd., senior partner and executive president of Beijing Jinshang Alliance Investment Management Co., Ltd., director of Shenzhen nuokan Medical Equipment Co., Ltd., supervisor of Kunwu Jiuding (Beijing) pharmaceutical investment management Co., Ltd, Supervisor of Beijing Yangshen biological information technology Co., Ltd. Tibet Cheezheng Tibetan Medicine Co.Ltd(002287) independent director. At present, he is the vice president of China Meheco Group Co.Ltd(600056) Enterprise Management Association, the director of China Medical and health investment forum, the director of education fund of North University of technology, the co president of Xinyi investment fund management (Beijing) Co., Ltd., the chairman of Qingdao Yiyue Investment Management Co., Ltd., the director of Beijing Xinyi Yiyue Biotechnology Co., Ltd., Dirui Industrial Co.Ltd(300396) independent director and Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent director. Mr. Wu Qinggong does not hold shares in the company.
The collector, Mr. Wu Qinggong, has not been punished for securities violations and has not been involved in major civil litigation or arbitration related to economic disputes. The recruiter Mr. Wu Qinggong and his main immediate family members have not reached any agreement or arrangement on matters related to the company’s equity; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
The soliciter, Mr. Wu Qinggong, does not have the following circumstances that stipulates in Article 3 of the interim provisions that he shall not publicly solicit voting rights as a soliciter:
(I) being banned from the securities market by the CSRC and still in the prohibition period;
(II) being subject to administrative punishment by the CSRC within the last 36 months, or being publicly condemned by the stock exchange within the last 12 months;
(III) being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion;
(IV) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(V) other circumstances under which public solicitation is not allowed as stipulated by laws, administrative regulations and the CSRC.
In conclusion, our lawyers believe that Mr. Wu Qinggong, the collector, has the subject qualification of public solicitation of voting rights, which is in line with the provisions of the Interim Provisions.
3、 Announcement and scheme on solicitation
The lawyers of the firm reviewed the report on the public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors, including the solicitors’ compliance with the public solicitation statement and commitment, the basic information of the company and the solicitation matters, the basic information of the shareholders’ meeting, the basic information of the solicitors, the votes of the solicitors on the solicitation matters, the solicitation scheme, etc, The report of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of entrusted voting rights shall be signed by the soliciter and submitted to the convener for disclosure in the designated media.
According to the report of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of entrusted voting rights, this solicitation of entrusted voting rights is carried out publicly free of charge. The object of this solicitation of voting rights is after the end of stock market trading on the afternoon of February 22, 2022, All shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and registered to attend the meeting; The solicitation time is from February 23, 2022 to February 24, 2022 (9:00 a.m. – 17:00 p.m. on working days); The solicitation method is to use the public method in the information disclosure media designated by the company, securities times and cninfo (www.cn. Info. Com. CN.) A notice was issued on the to solicit voting rights. In addition, the report on public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors specifies the procedures and steps of this solicitation of voting rights.
A power of attorney has been attached to the report of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of entrusted voting rights, which lists the names of various proposals, voting opinions, limited period of authorization and entrustment, etc.
The lawyers of the firm believe that the report on the public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation plan comply with the provisions of the Interim Provisions.
4、 This solicitation complies with the provisions of Article 4 of the Interim Provisions
After the lawyers of the firm reviewed the report on the public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors and confirmed in writing by the solicitors, the solicitation was carried out in strict accordance with the requirements of the incentive management measures and the Interim Provisions, and there was no abuse of public solicitation to damage the legitimate rights and interests of others, no false statements, insider trading Manipulation of the securities market and other illegal acts. There is no public solicitation with compensation or compensation in disguised form, and this solicitation complies with the provisions of Article 4 of the Interim Provisions.
5、 Voting right solicitation and exercise results
According to the confirmation of the collector, Mr. Wu Qinggong, as of 17:00 on February 24, 2022, Mr. Wu Qinggong has not received the entrustment of voting rights from shareholders.
After verification, our lawyers believe that the results of this solicitation and exercise of voting rights comply with the provisions of the Interim Provisions.
6、 Concluding observations
To sum up, our lawyers believe that Mr. Wu Qinggong, the independent director of the company, has the subject qualification of soliciting voting rights this time, and there is no situation that he is not allowed to solicit voting rights publicly as a soliciter as stipulated in the interim provisions; The report of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of entrusted voting rights fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation scheme comply with the relevant provisions of the interim provisions; The results of this solicitation and exercise of voting rights comply with the relevant provisions of the interim provisions; Mr. Wu Qinggong, the independent director of the company, has legally and effectively solicited voting rights.
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Beijing Hairun Tianrui law firm (seal)
Person in charge (signature): Handling lawyer (signature):
Yan kebing: Chen Yuan:
Yang Xue:
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