Guohao law firm (Shanghai)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as "the company") the first extraordinary general meeting of shareholders in 2022 was held on March 9, 2022. Guohao law firm (Shanghai) (hereinafter referred to as "the firm") is engaged by the company to appoint lawyers to attend the on-site meeting, and in accordance with 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") and other laws Regulations and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the Fujian Cosunter Pharmaceutical Co.Ltd(300436) articles of Association (hereinafter referred to as the "articles of association") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the convening and convening procedures of the general meeting of shareholders, the qualifications of participants Give legal opinions on matters such as voting procedures at the meeting.
In order to issue this legal opinion, our lawyers attended the shareholders' meeting, reviewed the agenda and relevant documents provided by the company, and listened to the explanations made by the board of directors on relevant matters. During the review of relevant documents, the company guarantees and promises to the lawyers of the firm that the documents and explanations provided to the firm are true, and the relevant copies or copies are consistent with the original.
The company guarantees and promises to the lawyers of the firm that the company has disclosed all the facts to the firm without any concealment, omission, falsehood or misleading.
This legal opinion is only used for the purpose of witnessing the first extraordinary general meeting of shareholders in 2022. The lawyer of the firm agrees that the company will take this legal opinion as the legal document of the general meeting of shareholders and submit it to Shenzhen stock exchange together with other documents for review and announcement.
In accordance with the requirements of article 173 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have issued the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company published the notice of convening the general meeting of shareholders (hereinafter referred to as the "notice") on the designated disclosure media on February 17, 2022. The notice specified the time and place of the meeting, the matters to be considered at the meeting, explained that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method of shareholders attending the meeting Contact number, etc.
The on-site meeting of the general meeting of shareholders was held at 14:00 on March 9, 2022 in the conference room on the second floor of building B, building 10, Fuzhou Software Park, No. 89, software Avenue, Gulou District, Fuzhou, Fujian Province. The actual time, place and content of the meeting were consistent with the contents of the announcement.
Online voting is provided for this shareholders' meeting. 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 9, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 9, 2022.
It is verified that the convening and convening procedures and the qualification of the convener of the general meeting of shareholders of the company comply with the provisions of laws, regulations and the articles of association, and are legal and effective.
2、 Qualifications of attendees of the general meeting of shareholders
1. Shareholders and entrusted agents attending the on-site meeting
It is verified that there are 5 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 57276217 shares with voting rights, accounting for 359658% of the total share capital of the company.
2. Other personnel attending and attending the on-site meeting as nonvoting delegates
It is verified that the qualifications of the attending and non voting personnel of the company's general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and are legal and effective.
3. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd. provided by the company, a total of 13 shareholders voted effectively through the online voting system, representing 6 China Greatwall Technology Group Co.Ltd(000066) voting shares, accounting for 3.7677% of the total share capital of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
4. Small and medium-sized investors participating in the voting of the general meeting of shareholders
A total of 13 small and medium-sized investors participated in the shareholders' meeting, and the number of voting shares represented was 6 China Greatwall Technology Group Co.Ltd(000066) shares, accounting for 3.7677% of the total share capital of the company.
3、 There is no temporary proposal at this shareholders' meeting
4、 Voting procedures and results of this general meeting of shareholders
The following proposals were considered at the shareholders' meeting:
1、 Proposal on changing the commitment subject of some senior managers to increase their shares in the company;
2、 Proposal on purchasing liability insurance for directors, supervisors and senior managers;
After verification, the on-site meeting of the general meeting of shareholders of the company voted on the above-mentioned proposal in written form, and other shareholders who did not attend the meeting voted through the online voting system (in which the related shareholders avoided voting on the above-mentioned proposal), and monitored the votes according to the procedures specified in the articles of association, and the voting results were announced after the online voting was closed. The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results of the on-site voting.
The general meeting of shareholders voted on the above-mentioned proposals in a combination of on-site voting and online voting. The votes were counted and monitored in accordance with the procedures specified in the articles of association. The voting results were announced after the deadline of online voting. At the same time, separate statistics were made on the voting of small and medium-sized investors.
Based on the voting results of on-site voting and online voting, the deliberation results of this shareholders' meeting are as follows:
The proposal considered at this shareholders' meeting was passed.
It is verified that the voting procedures of all proposals at this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, the qualifications of the personnel attending the general meeting of shareholders are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of the first extraordinary general meeting of shareholders in Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2022)
Guohao law firm (Shanghai)
Person in charge: Handling lawyer:
...... ...... Lawyer Li Qiang lawyer Li Qiang
...... Lawyer Qiao ruoyao
specific date
