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2021 annual general meeting
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Legal opinion
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T&C Law Firm
Notice on Heren Health Co.Ltd(300550) 2021 annual general meeting of shareholders
Legal opinion
No.: tcyjs2022h0718 to: Heren Health Co.Ltd(300550)
The on-site meeting of the 2021 annual general meeting of shareholders of Heren Health Co.Ltd(300550) (hereinafter referred to as ” Heren Health Co.Ltd(300550) ” or “the company”) is scheduled to be held at 15:00 p.m. on May 18, 2022 in the conference room on the third floor of Heren Health Co.Ltd(300550) building, No. 625 Xinlian Road, Xixing street, Binjiang District, Hangzhou. Zhejiang Tianji law firm (hereinafter referred to as “the firm”) accepts the entrustment of Heren Health Co.Ltd(300550) and appoints lawyers to attend the 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 company law of the people’s Republic of China (hereinafter referred to as the “company 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 the Heren Health Co.Ltd(300550) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission.
This legal opinion is only for the purpose of Heren Health Co.Ltd(300550) 2021 annual general meeting of shareholders. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of Heren Health Co.Ltd(300550) this general meeting of shareholders.
In this legal opinion, according to the requirements of the rules of the general meeting of shareholders, our lawyers only express their opinions on whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of association, the legitimacy and validity of the qualifications of participants and conveners, and the legitimacy and validity of the voting procedures and voting results of the meeting, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in these proposals.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters and documents involved in Heren Health Co.Ltd(300550) this general meeting of shareholders, and attended the Heren Health Co.Ltd(300550) 2021 annual general meeting of shareholders. Now they issue legal opinions as follows: I. procedures for convening and convening this general meeting of shareholders
Upon the verification of the lawyers of the firm, Heren Health Co.Ltd(300550) this general meeting of shareholders was proposed and convened by the board of directors, and was held by combining on-site voting and online voting. The on-site meeting was held at 15:00 pm on May 18, 2022 in the conference room of Heren Health Co.Ltd(300550) company. During the covid-19 epidemic prevention and control period, according to the requirements of relevant epidemic prevention and control policies, some independent directors of the company participated in the meeting through video conference. The online voting time is May 18, 2022, among which: the specific time of online voting through the trading system of Shenzhen stock exchange is the trading time of May 18, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on May 18, 2022 to 15:00 on May 18, 2022. The notice of convening the shareholders’ meeting was announced on the website of cninfo on April 28, 2022. The announcement specifies the convener of the shareholders’ meeting, the time of the meeting (including on-site meeting time and online voting time), the method of holding the meeting, the date of equity registration, the participants, the place of the meeting and the matters to be considered at the meeting, and informs the registration methods of shareholders participating in the meeting, the voting procedures of shareholders participating in online voting, as well as the matters needing attention such as the contact person, contact telephone number and contact address of the meeting.
According to the agenda of the shareholders’ meeting, the proposals submitted to the shareholders’ meeting for deliberation are:
1. Proposal on the work report of the board of directors in 2021;
2. Proposal on the work report of the board of supervisors in 2021;
3. Proposal on the financial report of 2021;
4. Proposal on the financial final accounts report of 2021;
5. Proposal on 2021 profit distribution plan;
6. Proposal on reappointment of the company’s financial audit institution in 2022;
7. Proposal on the remuneration scheme of directors, supervisors and senior managers in 2022;
8. Proposal on the full text and summary of the company’s 2021 annual report;
9. Proposal on applying for comprehensive credit from the bank;
10. Proposal on using idle self owned funds to purchase financial products;
11. Proposal on using idle raised funds for cash management.
The above proposals and related matters have been reported in the notice of the general meeting of shareholders, the 2021 annual audit report, the announcement on using idle self owned funds to purchase financial products, the announcement on using idle raised funds for cash management, the announcement on the 2021 profit distribution plan, the work report of independent directors (Yellow Sea), the work report of independent directors (Hong Weirong) Report on the work of independent directors (CAI Yuru), independent opinions of independent directors on matters related to the 18th session of the third board of directors, prior approval opinions of independent directors on matters related to the 18th session of the third board of directors, summary of 2021 annual report, 2021 annual report, announcement of resolutions of the board of directors, announcement of resolutions of the board of supervisors, 2021 annual financial statement report The work report of the board of directors in 2021, the work report of the board of supervisors in 2021 and other announcements are disclosed respectively.
The general meeting of shareholders was held in accordance with the time, place, way of attending the meeting and procedures announced, and in accordance with the provisions of laws and regulations and the articles of association. 2、 Qualifications of the attendees and conveners of the general meeting of shareholders
1. Shareholders attending the meeting and entrusted agents
A total of 3 shareholders and entrusted agents attended the general meeting, with 130695914 representative shares, accounting for 493404% of Heren Health Co.Ltd(300550) total share capital; There is one shareholder who individually or jointly holds more than Heren Health Co.Ltd(300550) 5% shares and other shareholders other than directors, supervisors and senior managers of the company (hereinafter referred to as “small and medium-sized investors”), representing 134 shares, accounting for 0.0001% of Heren Health Co.Ltd(300550) total share capital.
Of which:
(1) According to the inspection of the office of the board of directors and the lawyers of the firm, there are 2 Shareholders and entrusted agents attending the on-site meeting of the general meeting of shareholders, with a total of 130695780 representative shares, accounting for 493404% of Heren Health Co.Ltd(300550) total share capital. (2) According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”) to the company after the online voting of the general meeting of shareholders, there are 1 shareholder participating in the online voting of the general meeting of shareholders, with a total of 134 representative shares, accounting for 0.0001% of Heren Health Co.Ltd(300550) total share capital. The qualification of shareholders voting through the online voting system has been verified by the information company.
The qualification of shareholders and entrusted agents attending the meeting meets the provisions of relevant laws and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders.
2. Other persons attending the meeting
In addition to the shareholders and entrusted agents, there are also directors, supervisors, senior managers and lawyers employed by the company. During the covid-19 epidemic prevention and control period, according to the requirements of relevant epidemic prevention and control policies, some independent directors of the company participated in the meeting through video conference.
It is verified that the qualifications of the above-mentioned other personnel attending the general meeting of shareholders are legal and valid.
3. Convener
It is verified that the general meeting of shareholders of the company was convened by the board of directors, which complies with the provisions of relevant laws and regulations and the articles of association, and the qualification of the convener is legal and valid. 3、 Voting procedures and results of this general meeting of shareholders
After verification, the general meeting of shareholders adopted the combination of on-site open voting and online voting to vote on the meeting proposals listed in the announcement of the general meeting of shareholders, counted and monitored the votes according to the procedures specified in the articles of association, combined the on-site voting and online voting, and published the voting results. The shareholders’ meeting deliberated and approved the proposals listed in the notice of the shareholders’ meeting. The shareholders present at the meeting and the entrusted agents have no objection to the voting results. The voting results are as follows:
1. Proposal on the work report of the board of directors in 2021
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
2. Proposal on the work report of the board of supervisors in 2021
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
3. Proposal on 2021 financial report
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
4. Proposal on the financial final accounts report of 2021
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
5. Proposal on 2021 profit distribution plan
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
6. Proposal on reappointment of the company’s financial audit institution in 2022
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
7. Proposal on the remuneration scheme of directors, supervisors and senior managers in 2022
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
8. Proposal on the full text and summary of the company’s 2021 Annual Report
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
9. Proposal on applying for comprehensive credit from banks
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
10. Proposal on using idle self owned funds to purchase financial products
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
11. Proposal on using idle raised funds for cash management
Voting results: 130695780 shares were approved, 134 shares were opposed and 0 shares were abstained. The proportion of approved shares in the effective voting shares was 999999%. Among them, the voting results of small and medium-sized investors are: 0 shares agreed, 134 shares opposed, 0 shares abstained, and the proportion of agreed shares in the effective voting shares of small and medium-sized investors is 0%.
Among them, proposal 5 is a special resolution proposal, which shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the voting results, the proposals of this meeting were approved. The shareholders’ meeting did not vote on matters not listed in the meeting notice.
The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and valid. 4、 Concluding observations
To sum up, our lawyers believe that Heren Health Co.Ltd(300550) the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees and conveners, and the voting procedures of the meeting comply with laws and regulations
