Beijing Tianyuan law firm
About Hengkang Medical Group Co.Ltd(002219)
Of the investor group meeting
Legal opinion
Beijing Tianyuan law firm
10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing
Postal Code: 100032
On the meeting of Hengkang Medical Group Co.Ltd(002219) investor group
Legal opinion
To: Hengkang Medical Group Co.Ltd(002219)
Entrusted by Hengkang Medical Group Co.Ltd(002219) (hereinafter referred to as “Hengkang medical” or “the company”), Beijing Tianyuan law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the investor group meeting held by the company on April 7, 2022 (hereinafter referred to as “the meeting”).
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 enterprise bankruptcy law of the people’s Republic of China (hereinafter referred to as the “bankruptcy law”) and other laws, regulations and normative documents, as well as the relevant provisions of the Hengkang Medical Group Co.Ltd(002219) articles of Association (hereinafter referred to as the “articles of association”), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and based on the matters stated by the lawyer, witness the investor group meeting held by the company, and issue this legal opinion on the relevant matters of this meeting.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in this meeting and consulted the following relevant documents for convening this meeting:
1. The company published it on cninfo website (www.cn. Info. Com. CN.) on July 13, 2021 Announcement of Hengkang Medical Group Co.Ltd(002219) on the court’s ruling to accept the reorganization of the company (Announcement No.: 2021066);
2. The company published it on cninfo website (www.cn. Info. Com. CN.) on March 22, 2022 Notice of Hengkang Medical Group Co.Ltd(002219) manager on convening the meeting of investor group (Announcement No.: 2022027);
3. The company published it on cninfo website (www.cn. Info. Com. CN.) on March 24, 2022 Notice of correction of Hengkang Medical Group Co.Ltd(002219) manager on convening investor group meeting (Announcement No.: 2022029);
4. The company published it on cninfo website (www.cn. Info. Com. CN.) on March 31, 2022 Notice of Hengkang Medical Group Co.Ltd(002219) manager on changing the site meeting place of investor group meeting (Announcement No.: 2022035);
5. The company published it on cninfo website (www.cn. Info. Com. CN.) on March 24, 2022 The investor’s equity adjustment plan of Hengkang Medical Group Co.Ltd(002219) reorganization plan (Draft); 6. The company published it on cninfo website (www.cn. Info. Com. CN.) on March 29, 2022 Announcement of Hengkang Medical Group Co.Ltd(002219) manager on supplementary explanation of investor’s equity adjustment plan (Announcement No.: 2022033);
7. Register of shareholders on the equity registration date of the meeting of the company’s investor group, identity certificates of shareholders or shareholders’ agents attending the on-site meeting, and power of attorney.
Our lawyers only express legal opinions on the convening procedure, convening procedure, convener qualification, qualification of participants, voting procedure and voting results of this meeting, and do not express opinions on the authenticity, legitimacy and effectiveness of the legal opinions on the matters considered and the contents involved in this meeting.
Our lawyers agree to announce this legal opinion together with the resolution of this meeting, and bear corresponding legal liabilities for the opinions issued by this exchange according to law.
This legal opinion is only used by the company for the purpose of this meeting. This legal opinion shall not be used for any other purpose without the written consent of our lawyer.
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
On July 8, 2021, Gansu Longnan intermediate people’s Court (hereinafter referred to as “Longnan intermediate people’s court”) made (2020) Gan 12 Po Shen No. 1 civil ruling of Gansu Longnan intermediate people’s court, ruled to accept the case of bankruptcy and reorganization of Hengkang medical, and made (2021) Gan 12 Po No. 1-1 decision of Gansu Longnan intermediate people’s Court on August 6, 2021, appointing Beijing JUNHE law firm Gansu Jiezhou law firm is the manager of Hengkang medical treatment.
According to the notice of Hengkang Medical Group Co.Ltd(002219) manager on convening the meeting of investor group announced by Hengkang medical on cninfo.com and other information disclosure media on March 22, 2022 The notice of the Hengkang Medical Group Co.Ltd(002219) manager on correcting the convening of the investor group meeting announced on March 24, 2022 and the notice of the Hengkang Medical Group Co.Ltd(002219) manager on changing the site meeting place of the investor group meeting announced on March 31, 2022 (hereinafter collectively referred to as the “meeting notice”). This meeting was convened by the manager.
(II) convening of this meeting
1. According to the notice of meeting, the company’s notice on convening the meeting of the investor group has been issued in the form of announcement 15 days before the meeting of the investor group. The contents of the meeting notice include the method, time, voting time, participants, deliberation, registration and other matters of the meeting.
2. The meeting was held by combining on-site voting and online voting. The on-site meeting was held in the conference room on the 18th floor of Jinju Hotel, Wudu District, Longnan City, Gansu Province at 14:30 on April 7, 2022.
3. This meeting can log in to the trading system of Shenzhen stock exchange for online voting, and can also log in to the Internet voting system of Shenzhen stock exchange for voting. The voting time through the trading system is the trading hours on the day of the investor group meeting (April 7, 2022), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00. The voting time through the Internet voting system is 9:15-15:00 on the day of the investor group meeting.
It is verified that the time, place and deliberation items of this meeting are consistent with the announcement, and the convening and convening procedures of this meeting comply with the provisions of the company law and other laws, regulations and normative documents.
2、 Qualification of participants in this meeting
(I) shareholders and their proxies attending the meeting
According to the on-site inspection, the shareholders attending the on-site meeting of the investor group are all the shareholders who are registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and hold Hengkang medical shares at the closing of the afternoon of the equity registration date (March 30, 2022).
There were 3 shareholders and shareholders’ agents present at the meeting, representing 384225373 voting shares of the company, accounting for 25.31% of the total voting shares of the company.
According to the data provided by Shenzhen Securities Information Network Co., Ltd., a total of 72 shareholders and shareholder agents participated in the meeting through online voting, representing 312170515 voting shares of the company, accounting for 20.57% of the total voting shares of the company. The aforesaid qualification of shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
(II) other personnel attending the meeting
Members of the collegial panel of Hengkang medical restructuring case of Longnan intermediate people’s court, investors, managers and other relevant personnel.
Our witness lawyer attended the meeting.
Our lawyers believe that the qualifications of the participants in this meeting meet the provisions of the company law, bankruptcy law and other laws, regulations and normative documents.
3、 Voting procedures and results of this meeting
(I) voting procedure of this meeting
1. The meeting adopted a combination of on-site voting and online voting to review and vote on the investor’s equity adjustment plan of Hengkang Medical Group Co.Ltd(002219) reorganization plan (Draft) (hereinafter referred to as the “investor’s equity adjustment plan”), The votes of small and medium-sized investors (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company) shall be counted separately.
2. The on-site voting part of the matters considered at this meeting shall be counted and monitored by the lawyer of this office and a representative of the investor, and the voting results shall be announced on the spot.
3. The company provides online voting platform to shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. will provide the company with the total number of voting rights and voting results of the online voting of this meeting.
(II) voting results of this meeting
Witnessed by our lawyers, the meeting adopted a combination of on-site voting and online voting to vote on the investor’s equity adjustment plan.
After combining the online voting and on-site voting results, the voting results of the proposal considered at this meeting are as follows:
Hengkang medical attended the meeting with a total of 75 voting investors, representing 696395888 voting shares; 658895888 shares were approved, accounting for 94.62% of the total voting shares held by non affiliated shareholders attending the meeting, 37500000 shares were opposed, accounting for 5.38% of the total voting shares held by non affiliated shareholders attending the meeting, and 0 shares were abstained, accounting for 0.00% of the total voting shares held by non affiliated shareholders attending the meeting.
The investor group meeting voted on the investor’s equity adjustment plan and announced the voting results on the spot. According to the voting results, the investor equity adjustment plan deliberated at the investor group meeting has been adopted by more than two-thirds of the total voting shares held by shareholders and shareholder agents attending the investor group meeting.
After verification, our lawyers believe that the voting procedures of this meeting comply with the provisions of the company law, bankruptcy law and other laws, regulations and normative documents, and the voting results of this meeting are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and holding procedures of the investor group meeting of Hengkang medical meet the provisions of relevant laws, regulations and normative documents, and the qualifications of the convener, the participants, the voting procedures and the voting results of the meeting are legal and valid.
This legal opinion is made in two originals, which shall come into force after being signed by the witness lawyer of this office and sealed by this office. (there is no text below, which is the page of signature and seal)
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Tianyuan law firm on the meeting of Hengkang Medical Group Co.Ltd(002219) investor group)
Beijing Tianyuan law firm (seal)
Person in charge: Handling lawyer:
Zhu Xiaohui, Wang Wei
Handling lawyer:
Ke Xiang
April 7, 2022
