Hunan Qiyuan law firm
About Lbx Pharmacy Chain Joint Stock Company(603883)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
March 2, 2022
To: Lbx Pharmacy Chain Joint Stock Company(603883)
Entrusted by Lbx Pharmacy Chain Joint Stock Company(603883) (hereinafter referred to as “the company”), Hunan Qiyuan law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the company’s first extraordinary general meeting of shareholders 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 participants and conveners Lawyers shall witness the legality of the voting procedure and the validity of the voting results.
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 Lbx Pharmacy Chain Joint Stock Company(603883) articles of Association (hereinafter referred to as the “articles of association”). In order to issue this legal opinion, our lawyer declares as follows:
(I) 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.
(II) our lawyers have followed the principles of diligence and good faith, strictly performed their statutory duties, and fully verified the facts that have occurred or exist before the issuance date of this legal opinion, so as to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records Misleading statements or material 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 and newspapers designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the website of Shanghai Stock Exchange（ http://www.sse.com.cn./ ）Notice and other announcement matters related to the general meeting of shareholders;
2. Identity documents and power of attorney 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;
4. Statistical results provided by Shanghai Stock Exchange Information Network Co., Ltd;
5. Documents and voting materials of the general meeting of shareholders.
In view of this, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers express the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
1. Upon inspection, the general meeting of shareholders was convened by the board of directors of the company. The board of directors of the company held a meeting in the media newspaper designated by the CSRC and the website of Shanghai Stock Exchange on February 15, 2022（ http://www.sse.com.cn./ ）The notice on convening the general meeting of shareholders was announced at the meeting, which announced the time, place, method, proposal content, meeting registration method 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 14:30 on March 2, 2022 in conference room 1, 6th floor, Lbx Pharmacy Chain Joint Stock Company(603883) headquarters, No. 808, Qingzhuhu Road, Kaifu District, Changsha City, Hunan Province.
The voting time of this general meeting through the voting platform of the trading system is the trading time period on the date of the general meeting (March 2, 2022), i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders (March 2, 2022). Shareholders can exercise their voting rights through the Shanghai Securities Exchange System during the online voting time.
Upon inspection, the time, place, method and content of the shareholders’ meeting are consistent with the notice and announcement of the meeting.
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、 Qualifications of conveners and attendees of the general meeting of shareholders
1. On site attendants
Upon inspection, there are 4 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, all of whom are shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on the equity registration date determined by the board of directors or their legally authorized entrusted agents. The total number of shares held is 134542392, accounting for 30% of the total shares of the company.
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.
2. Online voting
According to the statistical results provided by Shanghai Stock Exchange Information Network Co., Ltd., 19 shareholders participated in the shareholders’ meeting through online voting, holding 140707443 shares of the company.
3. Meeting convener qualification
The shareholders’ meeting was convened by the board of directors of the company. The board of directors held the 12th meeting of the Fourth Board of directors on February 14, 2022. The meeting deliberated and adopted the proposal on proposing to convene the first extraordinary shareholders’ meeting of the company in 2022.
Our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and valid.
3、 Information on the interim proposals of the general meeting of shareholders
Upon inspection, there is no additional temporary proposal at this shareholders’ meeting.
4、 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 general meeting of shareholders elected two shareholder representatives to participate in vote counting and vote monitoring. The shareholders attending the meeting and their proxies deliberated and voted on the proposals listed in the agenda of the general meeting one by one. The shareholder representatives and the supervisor representatives elected by the meeting and the lawyers of the firm are 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, SSE Information Network Co., Ltd. provided the online voting results of the shareholders’ meeting to the company.
(III) voting results
After the online voting of the general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting (hereinafter referred to as “total voting results”).
The total voting results and the voting results of small and medium-sized investors (hereinafter referred to as “voting results of small and medium-sized investors”) except for shareholders who individually or jointly hold more than 5% of the company’s shares, directors, supervisors and senior managers who hold the company’s shares are as follows:
1. The proposal on the proposed change of accounting firm was deliberated and adopted
The voting result is: 274619495 shares are approved, accounting for 997709% of the total number of valid voting shares represented by shareholders participating in the voting; 630340 opposed shares, accounting for 0.2291% of the total number of valid voting shares represented by shareholders participating in the voting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares represented by shareholders participating in the voting. Among them, the voting results of small and medium-sized investors: 48688146 shares were agreed, accounting for 987218% of the total voting shares held by small and medium-sized investors attending the meeting; 630340 opposed shares, accounting for 1.2782% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained from 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the meeting.
2. The proposal on replacing independent directors was deliberated and adopted
Elect Mr. Xie Ziqi as an independent director of the Fourth Board of directors
The voting result is: 274470725 votes, accounting for 997169% of the valid voting rights attending the meeting.
Among them, the voting results of small and medium-sized investors: 48539376 votes, accounting for 984202% of the voting rights held by small and medium-sized investors attending the meeting.
Mr. Xie Ziqi was elected as an independent director of the Fourth Board of directors of the company.
In conclusion, our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
5、 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.
(there is no text below this page, and the next page is the signature page)
