Beijing Deheng (Lanzhou) law firm
About Gansu Longshenrongfa Pharmaceutical Industry Co.Ltd(300534)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
15 / F, Gansu chamber of Commerce building, No. 601, Yanyuan Road, Chengguan District, Lanzhou City, Gansu Province zip code: 730030 Tel: (0931) 8260111 Fax: (0931) 8456612
Beijing Deheng (Lanzhou) law firm
Legal opinion on Gansu Longshenrongfa Pharmaceutical Industry Co.Ltd(300534) the first extraordinary general meeting of shareholders in 2022
To: Gansu Longshenrongfa Pharmaceutical Industry Co.Ltd(300534)
As the perennial legal adviser of your company, Beijing Deheng (Lanzhou) law firm (hereinafter referred to as “the firm”) has, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) on matters related to the convening of the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as “the general meeting”) This legal opinion is issued in accordance with 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 and regulations, as well as the relevant provisions of the Gansu Longshenrongfa Pharmaceutical Industry Co.Ltd(300534) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, we appointed a lawyer to attend the shareholders’ meeting of your company as a nonvoting delegate, and checked the original or photocopy of the documents related to the convening of the shareholders’ meeting provided by your company according to the requirements of Article 5 of the rules of shareholders’ meeting, including (but not limited to) your company’s agenda and relevant proposals on the convening of the shareholders’ meeting, At the same time, I listened to your company’s statements and explanations on relevant facts.
Your company has guaranteed and promised us that the documents and statements and explanations provided by your company are complete, true and effective, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect the legal opinion have been disclosed to us without any falsehood, concealment or major omission. In this legal opinion, our lawyers only express legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of participants, the voting methods and voting procedures of the general meeting of shareholders, and do not express legal opinions on the contents of the proposal of the general meeting of shareholders and the authenticity and accuracy of the facts and data involved in the proposal.
This legal opinion is only for your company’s use for the purpose of this shareholders’ meeting, and shall not be used for any other purpose or purpose.
Based on this, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and other provisions, as well as the facts that have occurred or exist before the issuance date of this legal opinion, It has conducted sufficient verification and verification to 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 shall bear corresponding legal liabilities.
1、 Convening and convening procedures of the general meeting of shareholders
Verified by our lawyers:
1. The convening of this shareholders’ meeting was made by the resolution of the seventh meeting of the Fourth Board of directors held by your company on December 27, 2021.
2. The board of directors of your company was posted on http://www.cn.info.com.cn on December 28, 2021 The above resolutions of the board meeting and the notice of convening the general meeting of shareholders were announced on the.
3. The above meeting announcement lists the time, place, agenda, participants, convening method, registration method and other matters of the shareholders’ meeting.
4. The equity registration date of this shareholders’ meeting is Friday, January 7, 2022.
5. The on-site meeting of the general meeting of shareholders was held at 14:00 on Thursday, January 13, 2022 in the conference room on the sixth floor of the company, No. 10, Guoguo Road, Yuzhong County, Lanzhou City, Gansu Province. The time and place of the meeting are consistent with the above announcement. Accordingly, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the relevant provisions of the company law and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
Verified by our lawyers:
1. The persons entitled to attend the shareholders’ meeting listed in the notice of the board of directors of your company on the shareholders’ meeting are:
(1) As of the closing of the market on the afternoon of January 7, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company or participate in online voting during online voting time.
(2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
2. A total of 10 shareholders and their proxies actually attended the shareholders’ meeting (including 4 shareholders participating in online voting), representing 115637982 shares of your company, accounting for 38.1209% of the total shares of your company. Among them, there are 4 minority shareholders and authorized representatives of shareholders participating in the voting at the general meeting of shareholders, representing 13950 shares, accounting for 0.0046% of the total shares of your company.
3. The convener of this general meeting of shareholders is the board of directors of your company.
Accordingly, our lawyers believe that the qualifications of the personnel and conveners attending the general meeting of shareholders comply with the relevant provisions of the company law and the articles of association.
3、 Voting results of the general meeting of shareholders
Verified by our lawyers:
1. The proposal considered and voted at the shareholders’ meeting is: proposal on employing the company’s audit institution in 2021
2. The proposal of this shareholders’ meeting complies with the provisions of the company law and the articles of association.
3. The proposals considered at this shareholders’ meeting are consistent with those listed in the notice and announcement of the shareholders’ meeting. 4. The general meeting of shareholders is held by combining on-site voting and online voting. Shareholders of the company can only choose one of on-site voting (on-site voting can entrust agents to vote) and online voting. In case of repeated voting of the same voting right, the first effective voting result shall prevail.
5. After your company’s statistics on the voting results of the above-mentioned proposal and the reasonable inspection of our lawyers, the above-mentioned proposal was deliberated and approved by the general meeting of shareholders.
Accordingly, our lawyers believe that the proposals and voting procedures of the general meeting of shareholders comply with the relevant provisions of the company law and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of personnel attending the meeting, the qualifications of conveners, proposals and voting procedures of the general meeting of shareholders of your company comply with the provisions of the company law, the articles of association and other laws, regulations and normative documents, and all resolutions adopted at the general meeting of shareholders are legal and effective.
This legal opinion is made in triplicate, two copies are submitted to your company, and one copy is retained by the exchange.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Deheng (Lanzhou) law firm on the first extraordinary general meeting of shareholders in Gansu Longshenrongfa Pharmaceutical Industry Co.Ltd(300534) 2022)
Principal of Beijing Deheng (Lanzhou) law firm:
Lei Zhang
Handling lawyer:
Li zongfeng
Handling lawyer:
Du Xinyi
January 13, 2002
