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About Hefei Lifeon Pharmaceutical Co.Ltd(003020)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Hefei Lifeon Pharmaceutical Co.Ltd(003020)
Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Hefei Lifeon Pharmaceutical Co.Ltd(003020) (hereinafter referred to as “the company”) to appoint its lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company at 15 p.m. on January 13, 2022 at the company’s conference room, 522 Wangjiang West Road, Hefei, Anhui Province, And in accordance with the company law of the people’s Republic of China and other Chinese laws, regulations and relevant normative documents (hereinafter referred to as “Chinese laws and regulations”) and the Hefei Lifeon Pharmaceutical Co.Ltd(003020) articles of Association (hereinafter referred to as “the articles of association”), on the convening and convening procedures, the qualifications of participants, the qualifications of conveners This legal opinion is issued for matters such as voting procedures and voting results of the meeting (hereinafter referred to as “procedural matters”).
In order to issue this legal opinion, our lawyers reviewed the documents related to the general meeting of shareholders provided by the company, including but not limited to the resolutions of the 16th meeting of the 4th board of directors, the 11th meeting of the 4th board of supervisors, the public notice published according to the above resolutions, the notice, proposal and resolution of the general meeting of shareholders, etc, At the same time, I listened to the statements and explanations of the company and relevant personnel on relevant facts, and attended the shareholders’ meeting as nonvoting delegates. The company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission.
In this legal opinion, based on the facts occurring on or before the date of issuance of this legal opinion and the understanding of our lawyers, we only express legal opinions on the relevant legal issues related to the procedural matters of this general meeting of shareholders, and ensure that this legal opinion is free from false records, misleading statements and major omissions. The bourse agrees that the company will publish this legal opinion as a necessary document for the shareholders’ meeting, and shall be responsible for the legal opinion issued in accordance with the law. This legal opinion shall not be used for any other purpose without the written consent of the exchange. Based on the above, in accordance with the requirements of Chinese laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
On December 28, 2021, the 16th meeting of the 4th board of directors of the company deliberated and approved the proposal on convening the general meeting of shareholders, and on December 29, 2021, it was published in China Securities Journal, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. Cn.) And other designated information disclosure media published the notice of Hefei Lifeon Pharmaceutical Co.Ltd(003020) on convening the first extraordinary general meeting of shareholders in 2022. The announcement specifies the session, convener, method, date, time and place of the shareholders’ meeting, online voting system and voting time, matters to be considered at the meeting, participants at the meeting, on-site meeting registration method and other matters, It also explains that shareholders have the right to attend the general meeting of shareholders in person or by proxy, and the proxy entrusted by shareholders does not have to be shareholders of the company.
The general meeting of shareholders deliberated two proposals, namely, the proposal on using some idle raised funds for cash management and the proposal on using idle own funds for cash management. The above proposal was announced on December 29, 2021.
After verification, the exchange believes that the general meeting of shareholders was held as scheduled at the place and date specified in the announcement, and its convening and convening procedures comply with the provisions of Chinese laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders’ representatives (including shareholders and / or shareholders’ agents, the same below) attending the on-site meeting of the general meeting of shareholders, 20 shareholders’ representatives (representing 21 shareholders), representing 62840900 shares, accounting for 67.83% of the total voting shares of the company.
After verification, the exchange believes that the qualification of shareholders’ representatives attending the on-site meeting of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association.
There are 0 representatives of shareholders voting through the Internet, representing 0 shares, accounting for 0.00% of the total voting shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
2. Shareholders of small and medium-sized investors participating in the voting of the general meeting of shareholders
There were 13 representatives of small and medium-sized investors attending and voting at the general meeting of shareholders, and the number of voting shares represented was 10080500 shares, accounting for 10.88% of the total voting shares of the company.
3. Other personnel attending and attending the general meeting of shareholders as nonvoting delegates
After verification, the company’s directors, supervisors and Secretary of the board of directors attended the general meeting of shareholders; Other senior managers of the company and lawyers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
3、 Qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The exchange believes that the qualification of the convener of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of association. 4、 Voting procedures and results of the general meeting of shareholders
1. Live voting
The on-site meeting of the general meeting of shareholders adopted the method of on-site open voting, and the shareholder representatives deliberated the proposals of the general meeting of shareholders.
2. Online voting
The online voting of the general meeting of shareholders adopts the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）How to vote. The specific time for shareholders to participate in 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 January 13, 2022; The specific time for shareholders to participate in online voting through the Internet voting system is 9:15-15:00 on January 13, 2022.
After the voting, Shenzhen Securities Information Co., Ltd. provided the company with the number of voting shares and voting results of online voting at the general meeting of shareholders.
3. Voting results
The on-site voting of the general meeting of shareholders shall be monitored in accordance with the procedures specified in the articles of association.
The company announced the on-site voting results, online voting results and the voting results after the combined statistics of on-site voting and online voting.
The proposal of the general meeting of shareholders is effectively voted by the representatives of voting shareholders (including shareholder agents) participating in the on-site meeting and online voting.
The voting results of the proposals considered at the shareholders’ meeting are as follows:
Proposal 1 proposal on cash management using some idle raised funds is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the shareholders’ meeting, of which 10080500 shares held by the minority shareholders attending the meeting, accounting for 100.00% of the effective voting rights held by the minority shareholders attending the meeting; Proposal 2 proposal on cash management with idle self owned funds is an ordinary resolution, which has been adopted by more than half of the effective voting rights held by the shareholders attending the general meeting, of which 10080500 shares held by the minority shareholders attending the meeting, accounting for 100.00% of the effective voting rights held by the minority shareholders attending the meeting.
After verification, the exchange believes that the voting procedures of the general meeting of shareholders comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Conclusion
In conclusion, the exchange believes that the convening and convening procedures of this general meeting of shareholders comply with Chinese laws and regulations and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The qualification of the convener of the general meeting of shareholders meets the provisions of Chinese laws and regulations and the articles of Association; The voting procedures and results of this general meeting of shareholders are legal and valid.
The original of this legal opinion is in triplicate, one of which is submitted by the exchange to the company and the other is kept by the exchange for filing. (no text below) (this page is the signature page of the legal opinion of Beijing Jingtian Gongcheng law firm on the first extraordinary general meeting of shareholders in Hefei Lifeon Pharmaceutical Co.Ltd(003020) 2022)
Beijing Jingtian Gongcheng law firm (seal)
Principal of law firm (signature):
Yang Zhao
Handling lawyer (signature):
Li Meng
Handling lawyer (signature):
Wang Wenhao
January 13, 2002
