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Beijing Jingtian Gongcheng law firm
About Yixintang Pharmaceutical Group Co.Ltd(002727)
Legal opinion of the fourth extraordinary general meeting of shareholders in 2021
To: Yixintang Pharmaceutical Group Co.Ltd(002727)
According to the company law of the people's Republic of China (hereinafter referred to as the "company law") and the rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the "rules for the general meeting of shareholders") issued by China Securities Regulatory Commission, Beijing Jingtian Gongcheng law firm (hereinafter referred to as the "firm") appointed lawyers to attend Yixintang Pharmaceutical Group Co.Ltd(002727) (hereinafter referred to as "the company") held the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as "the general meeting of shareholders") and issued this legal opinion on relevant matters of the general meeting of shareholders.
In accordance with the securities law of the people's Republic of China, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange hereby agrees that the company may take this legal opinion as the legal document for the announcement of the general meeting of shareholders and submit it to Shenzhen stock exchange for review and announcement together with other announcement documents.
In accordance with the requirements of Article 5 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, the lawyers of the firm have verified and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and attended the general meeting of shareholders. The legal opinions are as follows: I. convening of the general meeting of shareholders Convening procedure
1. Convening procedures of the general meeting of shareholders
The shareholders' meeting was convened by the board of directors in accordance with the resolution of the 12th extraordinary meeting of the Fifth Board of directors held on November 26, 2021. Upon verification by our lawyers, the board of directors of the company published Yixintang Pharmaceutical Group Co.Ltd(002727) notice on convening the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the "meeting notice") on cninfo.com on November 27, 2021.
2. Procedures for convening the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site voting and online voting. In the witness of our lawyers, the on-site meeting was held as scheduled at 14:00 p.m. on December 14, 2021 in conference room 1, Hongxiang Road, Kunming Economic and Technological Development Zone, Yunnan Province, presided over by Mr. Ruan Hongxian, chairman of the company; The specific time for 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 December 14, 2021; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on December 14, 2021.
The lawyers of the firm believe that the time, place, method and deliberation matters of the shareholders' meeting are consistent with those specified in the meeting notice, and the convening and convening procedures of the shareholders' meeting comply with the provisions of relevant laws, the rules of the shareholders' meeting and the Yixintang Pharmaceutical Group Co.Ltd(002727) articles of Association (hereinafter referred to as the "articles of association").
2、 Qualification of attendees and conveners of the general meeting of shareholders
(i) Qualification of personnel attending the general meeting of shareholders
1. According to the verification of the securities account card of the company's shareholders attending the shareholders' meeting, the power of attorney and identity certificate of the shareholder's agent and other relevant materials by our lawyers, there are 10 shareholders and shareholder agents of the company who signed on the signature book of the participants and attended the shareholders' meeting, and the number of shares representing the company is 296960181 shares, Accounting for 49.8104% of the total shares of the company. The above-mentioned persons are the company's shareholders and their authorized agents registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch on the equity registration date of the general meeting determined by the board of directors of the company. Upon inspection, the qualifications of the above shareholders and entrusted agents to attend the meeting are legal and valid.
In addition, the shareholders of the company 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 statistical table of online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 13 shareholders participated in the online voting and effective voting of the general meeting of shareholders, representing 10166443 shares of the company, accounting for 1.7053% of the total shares of the company.
In total, 23 shareholders attended the on-site voting and online voting of the general meeting of shareholders, representing 307126624 shares, accounting for 51.5157% of the total shares of the company.
Among them, there are 15 small and medium-sized investors holding less than 5% (excluding 5%) attending the general meeting of shareholders (shareholders other than directors, supervisors, senior managers and shareholders individually or jointly holding more than 5% of the shares of the company, the same below), representing 10224443 shares of the company, accounting for 1.7150% of the total shares of the company.
2. Nine directors, three supervisors and the Secretary of the board of directors of the company attended the meeting, and the company's senior managers and witness lawyers attended the meeting as nonvoting delegates.
The lawyers of the firm believe that the qualifications of the above personnel attending or attending the general meeting of shareholders as nonvoting delegates are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
（2） The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedures of the general meeting of shareholders
The shareholders' meeting deliberated on the proposals listed in the meeting notice, and voted on the proposals by combining on-site voting and online voting. After the on-site voting was completed, the general meeting of shareholders was counted and monitored by two shareholder representatives, one supervisor of the company and the lawyer of the exchange in accordance with the procedures specified in the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results were counted. Online voting is conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the meeting notice. Shenzhen Securities Information Co., Ltd. provides the total number of shares and online voting results of online voting. After the voting of the general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting, counted the votes of small and medium-sized investors separately on all proposals of the general meeting of shareholders, formed the final voting results of the general meeting of shareholders, and announced the voting results on the spot.
（2） Voting results
According to the votes of the company's shareholders and shareholders' agents and the statistics of the voting results of the general meeting of shareholders, the voting results of the proposals considered at the general meeting of shareholders are as follows:
1. Proposal on the company and its subsidiaries applying for comprehensive credit line from relevant banks
Voting results: 307024207 shares were approved, accounting for 99.9667% of the total number of valid voting shares attending the meeting; 102417 opposition shares, accounting for 0.0333% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 10122026 shares were agreed, accounting for 98.9983% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 102417 opposed shares, accounting for 1.0017% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
2. Proposal on the company's approval of subsidiaries to apply for comprehensive credit line from relevant banks and provide guarantee for them
Voting results: 307024207 shares were approved, accounting for 99.9667% of the total number of valid voting shares attending the meeting; 102417 opposition shares, accounting for 0.0333% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 10122026 shares were agreed, accounting for 98.9983% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 102417 opposed shares, accounting for 1.0017% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
3. Proposal on reappointment of accounting firm
Voting results: 307103824 shares were approved, accounting for 99.9926% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; 22800 shares abstained, accounting for 0.0074% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 10201643 shares were agreed, accounting for 99.7770% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 22800 shares were abstained, accounting for 0.2230% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
4. Proposal on the company's use of some temporarily idle funds raised by non-public development banks in 2017 to purchase financial products
Voting results: 307126124 shares were approved, accounting for 99.9998% of the total number of valid voting shares attending the meeting; 500 opposition shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 10223943 shares were agreed, accounting for 99.9951% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.0049% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
5. Proposal on the company's use of some temporarily idle funds raised from the public issuance of convertible corporate bonds in 2018 to purchase financial products
Voting results: 307126124 shares were approved, accounting for 99.9998% of the total number of valid voting shares attending the meeting; 500 opposition shares, accounting for 0.0002% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 10223943 shares were agreed, accounting for 99.9951% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 500 shares, accounting for 0.0049% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
6. Proposal on the company using some temporarily idle self owned funds to purchase financial products
Voting results: 303469340 shares were approved, accounting for 98.8092% of the total number of valid voting shares attending the meeting; 3657284 opposition shares, accounting for 1.1908% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 6567159 shares were agreed, accounting for 64.2300% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 3657284 opposed shares, accounting for 35.7700% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
7. Proposal on the prediction of daily connected transactions between the company and Hongyun Pharmaceutical Co., Ltd., enterprises under its control and Yunnan Tonghong hot spring Co., Ltd. in 2022
Voting results: 47240934 shares were approved, accounting for 99.9989% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 500 shares, accounting for 0.0011% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 10223943 shares were agreed, accounting for 99.9951% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 500 shares, accounting for 0.0049% of the total effective voting shares of small and medium-sized investors attending the meeting.
Ruan Hongxian and Liu Qiong, affiliated shareholders, avoided voting on the above proposal.
8. Proposal on the prediction of daily connected transactions between the company and Ms. Liu Qiong and the enterprises under their control in 2022
Voting results: 47241434 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 10224443 shares, accounting for 100% of the total effective voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
Ruan Hongxian and Liu Qiong, affiliated shareholders, avoided voting on the above proposal.
9. Proposal on the prediction of daily connected transactions between the company and Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) and its subsidiaries in 2022
Voting results: 271159633 shares were approved, accounting for 100% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 10224443 shares, accounting for 100% of the total effective voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares of small and medium-sized investors attending the meeting;
