Beijing Hairun Tianrui law firm
About Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Entrusted by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”), Beijing Hairun Tianrui law firm (hereinafter referred to as “the firm”) appointed lawyer Yang Xue and Lawyer Chen Yuan to attend the first extraordinary general meeting of shareholders in 2022, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents, on the convening and convening procedures, the qualifications of participants, the qualifications of conveners, voting procedures This legal opinion is issued for voting results and other related matters.
1、 Convening and convening procedures of this general meeting of shareholders
(I) upon the examination of the lawyers of the exchange, the notice of the company on convening the general meeting of shareholders was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 12, 2022 And other designated information disclosure media.
(II) the general meeting of shareholders was held at 2:45 p.m. on March 1, 2022 in the conference room of the company of Information Industry Park, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province. The meeting was presided over by Mr. Chen Yonghong, chairman of the company. (III) the shareholders’ meeting adopts the combination of on-site voting and online voting.
The general meeting of shareholders provided all shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system to exercise their voting rights. The online voting time is as follows:
1. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on March 1, 2022;
2. The specific time of voting through the Internet voting system is 9:15 ~ 15:00 on March 1, 2022. The lawyers of the firm believe that the company has fully disclosed the time, place and deliberation items of the meeting; The schedule of online voting at this general meeting of shareholders complies with the provisions of relevant normative documents; The convening of the on-site meeting of the general meeting of shareholders is consistent with the notice and announcement of the company on convening the general meeting of shareholders. The convening and convening procedures of this general meeting of shareholders of the company comply with the company law, rules of general meeting of shareholders and other laws and regulations
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
(I) according to the shareholder signature book and power of attorney of the on-site meeting of the general meeting of shareholders, the statistical results of Shenzhen Securities Information Co., Ltd. and the verification and confirmation of the lawyers of the exchange, there are 20 shareholders and authorized representatives of shareholders attending the on-site meeting of the general meeting of shareholders, representing 269682068 voting shares of the company, accounting for 331117% of the total share capital of the company; A total of 24 shareholders participated in the online voting of the general meeting of shareholders, representing 59438280 voting shares of the company, accounting for 7.2979% of the total share capital of the company.
(II) other persons attending or attending the meeting as nonvoting delegates are some directors, supervisors, senior managers of the company and lawyers of the firm appointed by the company.
(III) the general meeting of shareholders was convened by the board of directors of the company. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 16th meeting of the seventh board of directors on February 11, 2022.
(IV) on February 11, 2022, entrusted by other independent directors of the company, Mr. Wu Qinggong, an independent director, issued the announcement of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of voting rights on the designated information disclosure media, which was used as the collector to solicit voting rights from all shareholders of the company on the proposals related to the restricted stock incentive plan deliberated at the general meeting of shareholders of the company; The starting and ending time of solicitation of voting rights is from February 23, 2022 to February 24, 2022 (9:00 a.m. – 17:00 p.m. on working days). Up to the deadline of the voting right solicitation period, Mr. Wu Qinggong, an independent director, did not receive the voting right entrustment from the shareholders.
According to the examination of our lawyers, the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the qualifications of the personnel attending the meeting and the convener are legal and valid.
3、 Matters to be considered at this general meeting
The following proposals were considered at the shareholders’ meeting:
1. Review the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary;
2. Review the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022;
3. Review the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; 4. Review the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft) and its summary;
The proposal of the;
6. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022.
Our lawyers believe that the proposals considered at this shareholders’ meeting are consistent with those listed in the company’s notice on convening this shareholders’ meeting. There are no new or modified proposals listed in the agenda of the meeting, which comply with the provisions of relevant laws, regulations and normative documents.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The shareholders’ meeting deliberated on the matters listed in the meeting notice. The meeting adopted the combination of on-site voting and online voting, and the voting results of on-site voting and online voting were calculated together.
1. On site voting: the shareholders and authorized representatives attending the on-site meeting of the general meeting of shareholders voted one by one on the matters listed in the meeting notice by open ballot. After the voting, the company counted and monitored the votes in accordance with the procedures specified in the articles of association, and carried out separate vote counting for small and medium-sized investors in accordance with the requirements of the rules of the general meeting of shareholders.
2. Online voting: the company provided online voting opportunities to the shareholders of the company through the trading system and Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number and statistics of voting rights of this online voting.
(II) voting results of the general meeting of shareholders
The voting results of this shareholders’ meeting are as follows:
1. Reviewed the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary
Voting results: 329052338 shares were approved, accounting for 999991% of the total number of valid voting shares attending the meeting; 3010 opposition shares, accounting for 0.0009% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
The proposal was approved by more than 2 / 3 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101124276 shares were agreed, accounting for 999970% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 3010 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
After examination, the proposal was approved by more than 2 / 3 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. Related shareholders have avoided voting.
2. Reviewed the proposal on the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022
Voting results: 328997038 shares were approved, accounting for 999823% of the total number of valid voting shares attending the meeting; 3010 opposition shares, accounting for 0.0009% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0168% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 2 / 3 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101068976 shares were agreed, accounting for 999423% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 3010 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0547% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
After examination, the proposal was approved by more than 2 / 3 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. Related shareholders have avoided voting.
3. Reviewed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The voting results: 328997038 shares were agreed, accounting for 999823% of the total number of valid voting shares attending the meeting; 3010 opposition shares, accounting for 0.0009% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0168% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 2 / 3 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101068976 shares were agreed, accounting for 999423% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 3010 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0547% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
After examination, the proposal was approved by more than 2 / 3 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. Related shareholders have avoided voting.
4. Reviewed the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft) and its summary
Voting results: 101117476 shares were approved, accounting for 999261% of the total number of valid voting shares attending the meeting; 19510 opposition shares, accounting for 0.0193% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0546% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 1 / 2 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101117476 shares were agreed, accounting for 999261% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 19510 opposed shares, accounting for 0.0193% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0546% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
After examination, the proposal was approved by more than 1 / 2 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. Related shareholders have avoided voting.
5. Reviewed the proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 ESOP management measures
Voting results: 101117876 shares were approved, accounting for 999265% of the total number of valid voting shares attending the meeting; 19110 opposition shares, accounting for 0.0189% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0546% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 1 / 2 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101117876 shares were agreed, accounting for 999265% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 19110 opposed shares, accounting for 0.0189% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0546% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
After examination, the proposal was approved by more than 1 / 2 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. Related shareholders have avoided voting.
6. Reviewed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022
Voting results: 101117876 shares were approved, accounting for 999265% of the total number of valid voting shares attending the meeting; 19110 opposition shares, accounting for 0.0189% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0546% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 1 / 2 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101117876 shares were agreed, accounting for 999265% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 19110 opposed shares, accounting for 0.0189% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0546% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
After examination, the proposal was approved by more than 1 / 2 of the total number of effective voting shares held by shareholders and shareholder representatives, and the voting result was passed. Related shareholders have avoided voting.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders, the articles of association and other relevant laws and regulations.
5、 Concluding observations
The lawyer of the firm believes that the proposal considered at the general meeting of shareholders
