Guohao law firm (Beijing)
About China National Medicines Corporation Ltd(600511)
Witnessed by lawyers at the 2021 annual general meeting of shareholders
Legal opinion
Beijing, Shanghai, Shenzhen, Hangzhou, Tianjin, Kunming, Guangzhou, Ningbo, Fuzhou, Xi’an, Nanjing, Nanning, Jinan, Chongqing, Hong Kong, Paris, Madrid, Silicon Valley address: 9 / F, Taikang financial building, No. 38, North East Third Ring Road, Chaoyang District, Beijing zip code: 100026
Tel: 01065890699 Fax: 01065176800
website: http://www.grandall.com.cn.
April 2022
To: China National Medicines Corporation Ltd(600511)
Guohao law firm (Beijing)
About China National Medicines Corporation Ltd(600511)
Witnessed by lawyers at the 2021 annual general meeting of shareholders
Legal opinion
Guo Hao Jing Zheng Zi [2022] No. 0273, entrusted by China National Medicines Corporation Ltd(600511) (hereinafter referred to as the “company”), 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 the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission The governance standards of listed companies (hereinafter referred to as the “governance standards”) and other laws, administrative regulations and normative documents, as well as the provisions of the China National Medicines Corporation Ltd(600511) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of China National Medicines Corporation Ltd(600511) general meeting of shareholders (hereinafter referred to as the “rules of procedure of general meeting of shareholders”), Guohao law firm (Beijing) (hereinafter referred to as “the firm”) appointed a lawyer to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), and now issues this legal opinion on the relevant matters of the general meeting of shareholders of the company.
The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
Our lawyers only express their opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of the convener and attendees of this general meeting of shareholders, the proposals considered by this general meeting of shareholders, the voting procedures and voting results of this general meeting of shareholders. This legal opinion is only for the purpose of this shareholders’ meeting of the company.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, our lawyers attended the shareholders’ meeting and verified the relevant materials and facts of the shareholders’ meeting. Now, according to our lawyers’ understanding of the facts and the law, we issue the following legal opinions:
1、 Convening of this general meeting of shareholders
(I) convener of the general meeting of shareholders
According to the notice of the shareholders’ meeting, the shareholders’ meeting is convened by the board of directors of the company.
(II) convening of the general meeting of shareholders
According to the resolution of the 37th meeting of the seventh board of directors of the company, the general meeting of shareholders of the company is scheduled to be held on April 7, 2022.
On March 17, 2022, the 7th board of directors of the company published the notice of China National Medicines Corporation Ltd(600511) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the meeting”) on the website of Shanghai Stock Exchange. The notice of the meeting stated the convener, date, time and place of the meeting, voting method, method of the meeting, participants, date of equity registration, matters to be considered at the meeting, method of meeting registration Contact person and contact information. As the shareholders’ meeting adopts the combination of on-site voting and online voting, the company also makes a clear explanation on the voting time, voting procedures and other related matters of online voting in the announcement. After verification and verification by our lawyers, the qualification of the convener of the company’s general meeting of shareholders, the time, method and content of the notice of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders, the governance code and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the general meeting of shareholders. 2、 Convening procedures of this general meeting of shareholders
The shareholders’ meeting of the company was held at 9:30 a.m. on April 7, 2022 through on-site meeting and communication meeting. The on-site meeting was held in the conference room on the 8th floor of West Tower, Zhonghai real estate Plaza, building 7, courtyard 8, xibinhe Road, Yongdingmen, Dongcheng District, Beijing. The meeting was presided over by Mr. Jiang Xiuchang, chairman of the company.
The online voting system adopted for the general meeting of shareholders is the online voting system of the general meeting of shareholders of Shanghai Stock Exchange and the Internet. The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification and verification by our lawyers, the actual time and place of the shareholders’ meeting of the company and the contents of the proposals discussed are consistent with those contained in the notice of the meeting. The convening procedures of the shareholders’ meeting of the company comply with the provisions of the company law, the rules of the shareholders’ meeting, the governance code and other laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the shareholders’ meeting.
3、 Qualifications of attendees of the general meeting of shareholders
According to the notice of the shareholders’ meeting, the persons entitled to attend the shareholders’ meeting are all shareholders holding the company’s shares registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on March 31, 2022, or their entrusted agents, directors, supervisors and senior managers of the company, as well as lawyers hired by the company.
(I) shareholders and their proxies attending the general meeting of shareholders
According to the identity certificates of the shareholders and their agents attending the meeting, the certificate of authorization and the relevant materials of shareholder registration, there are three shareholders and their agents attending the meeting. The number of shares of the company with voting rights issued on behalf of the company is 420178084, accounting for 55.69% of the total number of shares with voting rights issued by the company.
According to the materials provided by SSE Information Network Co., Ltd., a total of 49 shareholders attended the shareholders’ meeting on site and through the network, and the number of shares representing the company with voting rights was 431419498, accounting for 571793% of the total voting shares of the company.
(II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
The directors, supervisors, senior managers and lawyers of the company also attended the shareholders’ meeting. After verification and verification by our lawyers, the shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders comply with the provisions of the company law, rules of the general meeting of shareholders, governance standards and other laws, administrative regulations, normative documents, the articles of association and rules of procedure of the general meeting of shareholders. These shareholders, shareholders’ agents and other personnel are qualified to attend the general meeting of shareholders, Shareholders and their proxies have the right to deliberate and vote on the proposals of the general meeting of shareholders. The qualifications of the attendees of this general meeting of shareholders are legal and valid.
4、 Proposals considered at the general meeting of shareholders
According to the notice of the shareholders’ meeting, the following proposals were considered at the shareholders’ meeting: (I) non cumulative voting proposal 1 2. Review the work report of the board of directors in 2021 3. Review the work report of the board of supervisors in 2021 4. Deliberation on the full text and summary of the company’s 2021 Annual Report 5. Review of the company’s 2021 annual financial statements 6. Review of the company’s profit distribution plan for 2021 Review the company’s proposal on the daily connected transactions in 2021 and the expected daily connected transactions in 2021 7 8. Review the company’s proposal on applying for comprehensive credit and other businesses from commercial banks in 2022 Deliberating the company’s proposal on Issuing internal loans for wholly-owned and holding subsidiaries in 2022 9 10. Review the company’s proposal on Issuing internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. in 202211. Deliberation on the proposal of the company to provide comprehensive credit guarantee for the wholly-owned subsidiary Sinopharm Airport (Beijing) International Trade Co., Ltd. in 2022 Review the company’s special report on the deposit and actual use of raised funds in 202112 13. Review the proposal of the company’s 2021 internal control audit report and the company’s 2021 internal control self-evaluation report issued by Ernst & Young Huaming certified public accountants Deliberation on the proposal on the renewal of the company’s accounting firm in 202214 Deliberating the proposal on amending some articles of the articles of Association (II) cumulative voting proposal 15 Proposal on the election of directors (7 directors to be elected) 15.01 elect Mr. Jiang Xiuchang as a director of the eighth board of directors of the company 15.02 elect Mr. Liu Yong as a director of the eighth board of directors of the company
15.03 elect Mr. Lian Wanyong as a director of the 8th board of directors of the company
15.04 elect Ms. Li Xiaojuan as a director of the 8th board of directors of the company
15.05 elect Mr. Wen Deyong as a director of the 8th board of directors of the company
15.06 elect Ms. Jiang Xin as the director of the 8th board of directors of the company
15.07 elect Mr. Tian Guotao as a director of the eighth board of directors of the company
16. Proposal on the election of independent directors (4 independent directors to be elected)
16.01 elect Mr. Yu Xingxi as an independent director of the eighth board of directors of the company
16.02 elect Mr. Shi Luwen as an independent director of the eighth board of directors of the company
16.03 elect Mr. Chen Mingyu as an independent director of the eighth board of directors of the company
16.04 elect Mr. Liu Shen as an independent director of the eighth board of directors of the company
17. Proposal on the election of supervisors (2 supervisors to be elected)
17.01 elect Ms. Liu Jingyun as the supervisor of the 8th board of supervisors of the company
17.02 elect Mr. Lu Kai as the supervisor of the 8th board of supervisors of the company
After verification and verification by our lawyers, the proposals actually deliberated at this shareholders’ meeting are consistent with the contents of the meeting notice, and the proposals deliberated are consistent with the provisions of the company law, the rules of shareholders’ meeting, the governance code and other laws, administrative regulations, normative documents, the articles of Association and the rules of procedure of shareholders’ meeting.
5、 Voting procedures and results of this 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 shareholders’ representatives and lawyers counted and monitored the votes according to the procedures specified in the articles of association and rules of procedure of the shareholders’ meeting, counted the voting results and announced the voting results on the spot. Shanghai Stock Exchange Information Network Co., Ltd. provides the voting rights and statistics of online voting. After the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting.
(II) voting results of the general meeting of shareholders
According to the votes of the company’s shareholders and their proxies and the statistics of the voting results of the general meeting of shareholders, the voting results of the shareholders and their proxies attending the general meeting of shareholders on the proposals considered at the general meeting of shareholders are as follows:
1. Review the work report of the board of directors of the company in 2021
Voting: 431185198 shares were approved, accounting for 999457% of the voting shares held by all shareholders attending the meeting; Against 159000 shares, accounting for 0.0369% of the voting shares held by all shareholders attending the meeting; 75300 shares were abstained, accounting for 0.0178% of the voting shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 18343453 shares were agreed, accounting for 987388% of the voting shares held by small and medium-sized investors; Against 159000 shares, accounting for 0.8559% of the voting shares held by small and medium-sized investors; 4050.3% of the shares held by small and medium-sized investors abstained from voting, accounting for 753%.
Voting result: adopted.
2. Review the work report of the board of supervisors in 2021
Voting: 431185198 shares were approved, accounting for 999457% of the voting shares held by all shareholders attending the meeting; Against 159000 shares, accounting for 0.0369% of the voting shares held by all shareholders attending the meeting; Abstained 75300 shares, accounting for 0.0178% of the voting shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 18343453 shares were agreed, accounting for 987388% of the voting shares held by small and medium-sized investors; Against 159000 shares, accounting for 0.8559% of the voting shares held by small and medium-sized investors; 75300 shares were abstained, accounting for 0.4053% of the voting shares held by small and medium-sized investors.
Voting result: adopted.
3. Proposal to review the full text and summary of the company’s 2021 Annual Report
Voting: 431184098 shares were approved, accounting for 999454% of the voting shares held by all shareholders attending the meeting; Against 159000 shares, accounting for 0.0369% of the voting shares held by all shareholders attending the meeting; 76400 shares were abstained, accounting for 0.0177% of the voting shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 18342353 shares were agreed, accounting for 987329% of the voting shares held by small and medium-sized investors; Against 159000 shares, accounting for 0.8559% of the voting shares held by small and medium-sized investors; Abandon
