Shanghai jintiancheng (Shenzhen) law firm
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China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
Shanghai jintiancheng (Shenzhen) law firm
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Shanghai jintiancheng (Shenzhen) law firm
About China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as "the firm") has accepted the entrustment of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as "the company") to hold the second extraordinary general meeting of shareholders in 2022 in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the rules of the general meeting of shareholders of listed companies and other relevant laws and regulations This legal opinion is issued in accordance with the relevant provisions of the regulations and other normative documents and the China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) articles of Association (hereinafter referred to as the "articles of association").
In order to issue this legal opinion, our lawyers have conducted necessary verification and verification on the relevant matters involved in this general meeting of shareholders, reviewed the relevant documents and materials that our lawyers believe are necessary for issuing this legal opinion, and participated in the whole process of this general meeting of shareholders of the company.
In this legal opinion, our lawyers only express their opinions on whether the convening, convening, on-site meeting qualification, convener qualification, meeting voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law and other laws, regulations, rules and other normative documents and the articles of association of the company, Do not express opinions on the contents of the proposals considered at the shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the convening and convening procedures
After verification, the shareholders' meeting of the company was decided to be held by the third meeting of the eighth board of directors in 2022, and the company was published in China Securities Journal, securities times and cninfo on February 16, 2022（ http://www.cn.info.com.cn. ）The announcement of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) on the notice of convening the second extraordinary general meeting of shareholders in 2022 was issued, which included the basic information of the convener of the general meeting of shareholders, the legality and compliance of the meeting, the date and time of the meeting, the way of holding, the date of equity registration, the object of attendance, the place of the meeting, the matters considered at the meeting, the proposal code, the registration of the meeting, etc The specific operation process of online voting shall be announced. The date of the announcement is 15 days from the date of the shareholders' meeting, and the interval between the equity registration date and the date of the meeting shall not be more than 7 working days.
On February 20, 2022, the board of directors of the company received the letter on putting forward interim proposals to the second extraordinary general meeting of shareholders in China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2022 from the controlling shareholder China Resources Pharmaceutical Holdings Co., Ltd, On February 21, 2022, the fourth meeting of the board of directors of the company in 2022 deliberated and adopted the proposal on the nomination of director candidates of the eighth board of directors of the company by the interim proposal of the controlling shareholder. The company has published in China Securities Journal, securities times and cninfo.com on February 22, 2022（ http://www.cn.info.com.cn. ）The announcement of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) on the supplementary notice of convening the second extraordinary general meeting of shareholders in 2022 was issued. The shareholders of the company have put forward an interim proposal 10 days before the general meeting of shareholders and submitted it to the board of directors in writing. The board of directors has notified the shareholders in the form of announcement within 2 days after receiving the proposal.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 3, 2022 in the conference room of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) Pharmaceutical Industrial Park Comprehensive Office Center, No. 1 Guanqing Road, Guanlan high tech park, Guanhu street, Longhua new area, Shenzhen. The online voting time is March 3, 2022, among which the voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 3, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 3, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and other normative documents, as well as the relevant provisions of the articles of association.
2、 Independent directors publicly solicit shareholders' voting rights
According to the company's website on February 16, 2022（ http://www.cn.info.com.cn. ）According to the report of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) independent directors' public solicitation of entrusted voting rights disclosed, Mr. Yao Xingtian, the independent director of the company, accepted the entrustment of other independent directors as the soliciter and solicited voting rights from all shareholders of the company from February 28, 2022 to March 2, 2022 (9:00-16:30). It is confirmed by the company that no shareholder entrusted Mr. Yao Xingtian, an independent director, to vote during the above-mentioned period of solicitation of voting rights.
After verification, our lawyers believe that the procedures for independent directors to solicit voting rights comply with the provisions of the measures for the administration of equity incentives of listed companies, the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies, the rules for the general meeting of shareholders of listed companies and the articles of association.
3、 Qualification of attendees of the general meeting of shareholders
1. According to the signature, power of attorney, shareholder account card and other materials of the company's shareholders attending the on-site meeting of the general meeting of shareholders, there are 6 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 633094982 shares with voting rights, accounting for 646741% of the total shares of the company.
After verification by the lawyers of the firm, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 8 shareholders participated in the online voting of the general meeting of shareholders, representing 52805503 shares with voting rights, accounting for 5.3944% of the total shares of the company.
The identity of the above shareholders voting through the online voting system has been certified by the trading system of Shenzhen Stock Exchange. Therefore, our lawyers believe that the qualification of shareholders participating in the online voting of this general meeting of shareholders is legal and valid.
3. Minority investors and shareholders attending the meeting
A total of 13 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 63330853 voting shares, accounting for 6.4696% of the total shares of the company.
4. After verification, other personnel attending the on-site meeting of the general meeting of shareholders are some directors, supervisors and other senior managers of the company, who are qualified to attend the general meeting of shareholders.
4、 Proposals considered at the general meeting of shareholders
After the examination of the lawyers of the firm, the proposals deliberated by the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the announcement of convening the general meeting of shareholders; There was no amendment to the notice of the shareholders' meeting, and there was no new proposal proposed by the shareholders.
5、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the shareholders' meeting, the shareholders' meeting voted on the deliberation items by combining on-site voting and online voting. After the voting at the general meeting of shareholders, the company consolidated statistics and announced the voting results of on-site voting and online voting on the matters under consideration:
1. The proposal on the company's 2021 restricted stock incentive plan (Revised Draft) and its summary was deliberated and adopted
Voting results: 652628853 shares were approved, accounting for 951492% of the shares held by all shareholders attending the meeting; 33199187 shares opposed, accounting for 4.8402% of the shares held by all shareholders attending the meeting; 72445 shares were waived, accounting for 0.0106% of the shares held by all shareholders attending the meeting.
Among them, the voting results of the minority investor shareholders attending the meeting were: Hunan Huakai Cultural And Creative Co.Ltd(300592) 21 shares were agreed, accounting for 474638% of the shares held by the minority shareholders attending the meeting; 33199187 shares were opposed, accounting for 524218% of the shares held by minority shareholders attending the meeting; 72445 shares were abstained, accounting for 0.1144% of the shares held by minority shareholders attending the meeting. The proposal shall be passed by special resolution of the general meeting of shareholders. According to the voting results, the proposal shall be considered and passed. 2. The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 was deliberated and adopted
Voting results: 652912753 shares were approved, accounting for 951906% of the shares held by all shareholders attending the meeting; 32915287 shares opposed, accounting for 4.7988% of the shares held by all shareholders attending the meeting; 72445 shares were waived, accounting for 0.0106% of the shares held by all shareholders attending the meeting.
Among them, the voting results of the minority investor shareholders attending the meeting were: 30343121 shares were agreed, accounting for 479121% of the shares held by the minority shareholders attending the meeting; 32915287 shares opposed, accounting for 519735% of the shares held by minority shareholders attending the meeting; 72445 shares were abstained, accounting for 0.1144% of the shares held by minority shareholders attending the meeting. The proposal shall be passed by special resolution of the general meeting of shareholders. According to the voting results, the proposal shall be considered and passed. 3. The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was deliberated and adopted
Voting results: 652855353 shares were approved, accounting for 951822% of the shares held by all shareholders attending the meeting; 32972687 shares opposed, accounting for 4.8072% of the shares held by all shareholders attending the meeting; 72445 shares were waived, accounting for 0.0106% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investor shareholders attending the meeting were: 30285721 shares were agreed, accounting for 478214% of the shares held by small and medium-sized shareholders attending the meeting; Against 32972687 shares, accounting for 520642% of the shares held by minority shareholders attending the meeting; 72445 shares were abstained, accounting for 0.1144% of the shares held by minority shareholders attending the meeting. The proposal shall be passed by special resolution of the general meeting of shareholders. According to the voting results, the proposal shall be considered and passed. 4. The proposal on adopting cumulative voting system to elect non independent directors of the 8th board of directors of the company was deliberated and adopted
This proposal adopts the cumulative voting system to elect Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang as non independent directors of the eighth board of directors of the company.
4.01 elect Mr. Bai Xiaosong as a non independent director of the eighth board of directors of the company
Voting results: 681799886 shares were approved, accounting for 994022% of the shares held by all shareholders attending the meeting. Mr. Bai Xiaosong was elected as a non independent director of the eighth board of directors of the company.
Among them, the voting results of the minority investor shareholders attending the meeting were: 59230254 shares were agreed, accounting for 935251% of the shares held by the minority shareholders attending the meeting.
4.02 elect Mr. Cui xingpin as a non independent director of the eighth board of directors of the company
Voting results: 680364811 shares were approved, accounting for 991929% of the shares held by all shareholders attending the meeting. Mr. Cui xingpin was elected as a non independent director of the eighth board of directors of the company.
Among them, the voting results of the minority investor shareholders attending the meeting were: 57795179 shares were agreed, accounting for 912591% of the shares held by the minority shareholders attending the meeting.
4.03 elect Mr. Zhao Bingxiang as a non independent director of the eighth board of directors of the company
Voting results: 681929364 shares were approved, accounting for 994210% of the shares held by all shareholders attending the meeting. Mr. Zhao Bingxiang was elected as a non independent director of the eighth board of directors of the company.
Among them, the voting results of the minority investor shareholders attending the meeting were: 59359732 shares were agreed, accounting for 937296% of the shares held by the minority shareholders attending the meeting.
The shareholders attending the on-site meeting of the general meeting of shareholders of the company voted on the above deliberation matters by open ballot, and the relevant vote counting and monitoring were carried out in accordance with the rules of the general meeting of shareholders of listed companies and the articles of association.
Some shareholders of the company conducted online voting on the above matters discussed at the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system, and Shenzhen Securities Information Co., Ltd. provided the voting statistics of this online voting.
Upon the examination of the lawyers of the exchange, the voting procedures and results of the general meeting of shareholders comply with the company law, the rules of the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association. The above resolutions adopted at the meeting are legal and effective.
6、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures and voting results of the second extraordinary general meeting of shareholders in 2022 are in line with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association
