Beijing Deheng Law Firm
about
Tianjin Pharmaceutical Co., Ltd
The first extraordinary general meeting of shareholders in 2022
The first class a shareholders’ meeting in 2022
And the first H-share general meeting in 2022
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd
Of the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022
Legal opinion
Deheng 01g2022004801 to: Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) has accepted the entrustment of Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd. (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and 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 laws, regulations, rules and normative documents of the China Securities Regulatory Commission, as well as the relevant provisions of the articles of association of Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd. (hereinafter referred to as the “articles of association”) on the first extraordinary general meeting of shareholders of the company in 2022 This legal opinion is issued on relevant matters of the first A-share general meeting in 2022 and the first H-share general meeting in 2022 (hereinafter collectively referred to as “this meeting”).
In order to issue this legal opinion, we have appointed a lawyer (hereinafter referred to as “our lawyer”) to attend this meeting, reviewed the documents and materials related to this meeting, and obtained the following guarantee: the company has provided the materials deemed necessary by our lawyer to issue this legal opinion, and the original materials, copies, copies and other materials and oral testimony provided are true Accurate and complete requirements, and relevant copies, copies and other materials are consistent with the original materials.
In accordance with the relevant provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification, 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 bear corresponding legal liabilities.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, our lawyers only express their opinions on the qualification of the convener, the convening and convening procedures, the qualification of the participants, whether the voting procedures of the meeting comply with the relevant provisions of laws, regulations and the articles of association, and whether the voting results of the meeting are legal and effective, We will not express any opinion on the content of the proposal considered at this meeting and the authenticity and accuracy of the facts or data expressed in the proposal.
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 without the written consent of the exchange. The exchange agrees to announce this legal opinion together with other information disclosure materials of the meeting.
Based on the above, our lawyers, in accordance with the requirements of current laws, regulations, rules and normative documents, in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, and on the basis of full verification and verification, issue legal opinions on the relevant matters of this meeting, as follows:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the 20th meeting of the 4th board of directors held on January 19, 2022, the board of directors of the company convened this meeting.
2. The board of directors of the company was on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）The announcement on the notice of Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd. on convening the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 was issued, On January 21, 2022, the notice of the first extraordinary general meeting in 2022 of Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd. and the notice of the first H-share general meeting in 2022 of Asymchem Laboratories (Tianjin) Co.Ltd(002821) Pharmaceutical Group (Tianjin) Co., Ltd. (hereinafter collectively referred to as the “notice of the general meeting”) were published on the disclosure website of the stock exchange of Hong Kong Limited, Notice the convening of this meeting in the form of announcement.
The notice of the general meeting of shareholders sets forth the convener, time, method, participants, place, registration method, deliberation proposal, contact person and contact information of the meeting.
Our lawyers believe that the qualification and notice of the convener of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, rules, normative documents and the articles of association.
(II) convening of this meeting
1. The meeting was held by combining on-site voting and online voting.
The on-site meeting was held at 14:00 on Friday, March 11, 2022 in the conference room of the company at 71 seventh street, Tianjin Economic and Technological Development Zone. The online voting time is March 11, 2022. The specific time of online voting 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 March 11, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on March 11, 2022 to 15:00 p.m. on March 11, 2022.
2. Mr. Hao Hong, the chairman of the board, failed to preside over the meeting due to work reasons. After being elected by more than half of the directors, the meeting was presided over by Ms. Zhang Ting, the director.
The meeting deliberated on the proposals listed in the notice of the general meeting of shareholders.
After verification, the time, place and contents of the meeting are consistent with those specified in the notice of the general meeting of shareholders, and comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, rules, normative documents and the articles of association.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, rules, normative documents and the articles of association.
2、 Qualifications of participants in this meeting
(I) after verification by our lawyers, the specific conditions of shareholders and shareholders’ agents attending the meeting are as follows: 1 A total of 169 shareholders and their proxies attended the on-site meeting and online voting of the first extraordinary general meeting of shareholders in 2022, representing 126936736 voting shares, accounting for 480199% of the total voting shares of the company.
Among them, there were 9 shareholders and shareholders’ agents attending the on-site meeting, representing 114016986 voting shares, accounting for 431324% of the total voting shares of the company.
2. Shareholders and shareholders attending the on-site meeting and online voting of the first A-share general meeting in 2022
There are 168 agents in total, representing 113419475 voting shares, accounting for 463578% of the total number of voting A-Shares of the company.
3. A total of one shareholder and shareholder agent attended the first H-share general meeting in 2022, representing 13517261 voting shares, accounting for 686821% of the total voting H-shares of the company. After the lawyers of the exchange checked the securities account card, business license or resident ID card, power of attorney and other relevant documents of the shareholders attending the on-site meeting, the shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, the power of attorney of the shareholder agent is true and effective, and the qualifications of the shareholders and shareholder agents attending the on-site meeting comply with laws, regulations Have the right to attend this meeting in accordance with the relevant provisions of the rules, normative documents and the articles of association. The qualification of shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange, and the qualification of H-share shareholders attending this meeting has been assisted by Hong Kong Central Securities Registration Co., Ltd.
(II) some directors, supervisors and the Secretary of the board of directors of the company attended the meeting, while other senior managers and lawyers of the firm attended the meeting as nonvoting delegates. These personnel are legally qualified to attend or attend the meeting as nonvoting delegates.
In conclusion, our lawyers believe that the qualifications of the persons attending or attending the meeting 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 other laws, regulations, rules, normative documents and the articles of association.
3、 Shareholders’ qualification and proposal procedures for putting forward temporary proposals at this meeting
After verification by the lawyers of the exchange, no shareholders put forward temporary proposals at the meeting.
4、 Voting procedure of this meeting
Witnessed by our lawyers, the meeting deliberated the proposals listed in the notice of shareholders’ meeting item by item in accordance with the voting procedures specified in the company law, the rules of procedure of shareholders’ meeting and the articles of association. The meeting did not vote on the matters not listed in the notice of shareholders’ meeting, nor did it modify the original proposal or put forward new proposals.
The extraordinary general meeting of shareholders and the general meeting of shareholders of A-share category shall be voted by combining on-site voting and online voting; The H-share shareholders’ meeting adopts on-site voting. The on-site meeting fulfilled all the agenda and voted in writing, and counted and monitored the votes according to the procedures specified in the articles of Association; Online voting shall be conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the notice of the general meeting of shareholders.
After the voting at this meeting, the company will combine and count the voting results of on-site voting and online voting according to relevant rules. The host of the meeting announced the voting results at the meeting. Among them, the company counted the votes of small and medium-sized investors on relevant proposals separately and disclosed the voting results separately. The shareholders and their proxies attending the on-site meeting did not raise any objection to the voting results.
In conclusion, our lawyers believe that the voting procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, rules, normative documents and the articles of association.
5、 Voting results of this meeting
According to the voting results announced by the meeting after combined statistics, the voting results of this meeting are as follows:
(I) the first extraordinary general meeting of shareholders in 2022
1. The proposal on repurchasing and canceling some restricted shares in the 2018 restricted stock incentive plan was deliberated and adopted
Voting results: 126936636 shares were approved, accounting for 999999% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 100 shares abstained (including 0 shares by default due to non voting), accounting for 0.0001% of the total number of valid voting shares attending the meeting. The voting results of the shareholders of domestic shares (A shares) listed in China are: 113419375 shares, accounting for 999999% of the total number of A-Shares with effective voting rights attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of A-Shares with valid voting rights attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the total number of A-Shares with valid voting rights attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting were: 14716927 shares were agreed, accounting for 999993% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares of small and medium-sized investors attending the meeting; 100 shares abstained (including 0 shares by default due to non voting), accounting for 0.0007% of the total number of valid voting shares of small and medium-sized investors attending the meeting.
The voting results of shareholders of overseas listed foreign shares (H shares) were: 13517261 shares were agreed, accounting for the majority of the shareholders attending the meeting
1000000% of the total number of H shares with effective voting rights; 0 dissenting shares, accounting for 0.0000% of the total number of H shares with valid voting rights attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of H shares with valid voting rights attending the meeting.
According to the voting results, the proposal was deliberated and passed.
2. The proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2020 restricted stock incentive plan was deliberated and adopted (deliberated at the 17th meeting of the Fourth Board of directors)
Voting results: 126936636 shares were approved, accounting for 999999% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 100 shares abstained (including 0 shares by default due to non voting), accounting for 0.0001% of the total number of valid voting shares attending the meeting. The voting results of the shareholders of domestic shares (A shares) listed in China are: 113419375 shares, accounting for 999999% of the total number of A-Shares with effective voting rights attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of A-Shares with valid voting rights attending the meeting; Abstain 100 shares (including 0 shares by default due to non voting), accounting for 0.0001% of the total number of A-Shares with valid voting rights attending the meeting.
Among them, the voting results of small and medium-sized investors attending the meeting were: 14716927 shares were agreed, accounting for 999993% of the total number of valid voting shares of small and medium-sized investors attending the meeting; Against 0 shares, accounting for small and medium-sized investments attending the meeting
