Beijing Zhonglun law firm
About Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Of the second extraordinary general meeting of shareholders in 2021
Legal opinion
December, 2021
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23-31 / F, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Legal opinion of the second extraordinary general meeting of shareholders in 2021
To: Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Chongqing Lummy Pharmaceutical Co.Ltd(300006) (hereinafter referred to as “the company”) to appoint lawyers to attend the second extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the general meeting of shareholders”), 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”), 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 detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules for the implementation of online voting at the general meeting of shareholders”) and other laws According to the provisions of administrative regulations, normative documents and the Chongqing Lummy Pharmaceutical Co.Ltd(300006) articles of Association (hereinafter referred to as the “articles of association”), issue legal opinions on the following matters of the general meeting of shareholders: (I) whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, normative documents and the articles of Association;
（2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of this general meeting of shareholders are legal and effective;
（4） Other relevant issues required by the company.
In order to issue this legal opinion, our lawyers reviewed the matters involved in this shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
The exchange agrees to announce this legal opinion as a legal document of the general meeting of shareholders, and is willing to act in accordance with the law
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
Upon review by our lawyers, the company announced the notice on convening the second extraordinary general meeting of shareholders in 2021 on the website designated by the CSRC on December 15, 2021. In the above notice, all shareholders are notified in the form of announcement on the session, convener, time of the meeting, on-site meeting place, holding method, equity registration date of the meeting, matters to be considered at the meeting, participants of the meeting, registration method of the meeting, etc.
The shareholders’ meeting was held at 15:00 p.m. on December 30, 2021 in the conference room on the 13th floor of Chongqing Academy of science and technology, No. 2, Yangliu Road, middle section of Huangshan Avenue, Yubei District, Chongqing. The time and place of the meeting were in line with the contents of the meeting notice. The meeting was presided over by Mr. Peng Weimin, chairman of the company.
The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on December 30, 2021; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on December 30, 2021.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the articles of association and other relevant laws, administrative regulations and normative documents.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
(i) Personnel attending the general meeting of shareholders
The shareholders attending the shareholders’ meeting are all the shareholders of the company registered in Shenzhen Branch of China Securities Clearing Co., Ltd. or their authorized representatives after the transaction of Shenzhen Stock Exchange on the afternoon of December 23, 2021.
A total of 13 shareholders and their authorized representatives attended the meeting, representing 405971704 shares of the company, accounting for 38.4475% of the total voting shares of the company on the equity registration date, including 11 shareholders other than the company’s directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares (hereinafter referred to as “minority shareholders”), Representing 11965640 shares of the company, accounting for 1.1332% of the total voting shares of the company.
Five shareholders attended the on-site shareholders’ meeting, representing 394680893 voting shares of the company, accounting for 37.38% of the total voting shares of the company; Eight shareholders participated in online voting, representing 11290811 shares of the company, accounting for 1.0693% of the total voting shares of the company.
Some directors, supervisors, senior managers and lawyers of the company attended the shareholders’ meeting. （2） Convener of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company.
After verification, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener of the general meeting of shareholders comply with the provisions of the company law, the articles of association and other relevant laws and administrative regulations.
3、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders voted on the matters listed in the announcement by combining on-site open voting and online voting, counted and monitored the votes according to the procedures determined in the articles of association and relevant rules, and announced the voting results on the spot.
The following proposals were considered and adopted at the shareholders’ meeting:
1. About modification
<公司章程>
Some provisions and proposal on adding party construction work
Voting results: 405879804 shares were approved, accounting for 99.9774% of the total voting shares attending the meeting; Against 91900 shares, accounting for 0.0226% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of minority shareholders attending the meeting: 11873740 shares were agreed, accounting for 99.2320% of the total voting shares of minority shareholders attending the meeting; Against 91900 shares, accounting for 0.7680% of the total voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was passed by a vote.
2. Voting results of the proposal on nominating Mr. Liang Jiansheng as a candidate for non independent director of the 5th board of directors: 405970604 shares were agreed, accounting for 99.9997% of the total voting shares attending the meeting; Against 1100 shares, accounting for 0.0003% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of minority shareholders attending the meeting: 11964540 shares were agreed, accounting for 99.9908% of the total voting shares of minority shareholders attending the meeting; Against 1100 shares, accounting for 0.0092% of the total voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting.
The motion was passed by a vote.
3. Proposal on nominating Ms. Tan Mingyue as a candidate for non employee representative supervisor of the Fifth Board of supervisors of the company
Voting results: 405970604 shares were approved, accounting for 99.9997% of the total voting shares attending the meeting; Against 1100 shares, accounting for 0.0003% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of minority shareholders attending the meeting: 11964540 shares were agreed, accounting for 99.9908% of the total voting shares of minority shareholders attending the meeting; Against 1100 shares, accounting for 0.0092% of the total voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the total voting shares of minority shareholders attending the meeting. The motion was passed by a vote.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of the company law, the articles of association and other relevant laws and administrative regulations, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening, convening and voting procedures of the company’s general meeting of shareholders, as well as the qualifications of attendees and conveners, comply with the provisions of the company law, rules of general meeting of shareholders and other relevant laws, administrative regulations, normative documents and the articles of association, and the voting results and resolutions of the general meeting of shareholders are legal and effective. (no text below this page)
(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the second extraordinary general meeting of shareholders in Chongqing Lummy Pharmaceutical Co.Ltd(300006) 2021)
Beijing Zhonglun law firm (seal)
Principal: Handling lawyer:
Zhang Xuebing, Wang Hua
Handling lawyer:
Xue Zhen
specific date
