About Hunan Hansen Pharmaceutical Co.Ltd(002412)
Of the 2021 annual general meeting
Legal opinion
To: Hunan Hansen Pharmaceutical Co.Ltd(002412)
Entrusted by Hunan Hansen Pharmaceutical Co.Ltd(002412) (hereinafter referred to as “the company”), Hunan Qiyuan law firm (hereinafter referred to as “the firm”) appointed its lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting of shareholders”), and witnessed the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants and conveners, the voting procedures and the legitimacy and validity of the voting results, And issue this legal opinion.
According to 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 rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other current Chinese laws and regulations This legal opinion is issued in accordance with the relevant provisions of normative documents and Hunan Hansen Pharmaceutical Co.Ltd(002412) articles of Association (hereinafter referred to as the “articles of association”). Our lawyer declares as follows:
(I) based on the facts that have occurred or existed before the date of issuance of this legal opinion, our lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, And bear corresponding legal responsibilities.
(II) the legal opinion issued by our lawyer is based on the company’s commitment that the originals of all documents provided to our lawyer and the copies checked by our lawyer to be consistent with the originals are true, complete and reliable without concealment, falsehood or major omissions.
(III) our lawyer has not authorized any unit or individual to make any explanation or explanation on this legal opinion. In order to express this legal opinion, our lawyers have examined the following materials provided by the company according to law:
1. Published on the company’s designated website（ http://www.cn.info.com.cn./ ）Notice and other announcement matters related to the general meeting of shareholders;
2. Identity certificates, shareholding certificates, power of attorney, etc. of shareholders or their agents attending the meeting;
3. The register of shareholders of the company on the equity registration date of the shareholders’ meeting, the registration records of shareholders attending the on-site meeting and relevant materials;
4. Documents and voting materials of the general meeting of shareholders.
In view of this, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers express the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
1. On April 26, 2022, the 14th meeting of the 5th board of directors of the company deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders of the company, and decided to convene this general meeting of shareholders.
After verification, the shareholders’ meeting was convened by the Fifth Board of directors of the company, and the board of directors of the company opened the designated information disclosure platform cninfo website on April 28, 2022（ http://www.cn.info.com.cn./ ）The notice on convening the general meeting of shareholders was announced on the, which announced the time, place, method, deliberation items, equity registration measures and other matters of the meeting.
2. The general meeting of shareholders was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Thursday, May 19, 2022 in the conference room on the first floor of the company, No. 2688 Yincheng Avenue, Heshan District, Yiyang City, Hunan Province. The meeting was presided over by Mr. Liu Zhengqing, chairman of the board.
The time for online voting through the trading system of Shenzhen Stock Exchange at this general meeting of shareholders is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on May 19, 2022 to 15:00 on May 19, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association. 2、 Qualification of attendees and Convener
1. On site meeting
According to the inspection, there are 7 shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders, all of whom are registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on the equity registration date determined by the board of directors or their legally authorized entrusted agents. The total number of shares held is 226073189, accounting for 449271% of the total number of shares of the company (503.2 million shares) on the equity registration date of the general meeting of shareholders.
It is verified that in addition to the above shareholders and shareholders’ agents, some directors, supervisors, Secretary of the board of directors, other senior managers and lawyers of the firm who are currently in office of the company attend / attend the shareholders’ meeting as nonvoting delegates. These personnel have the qualifications to attend / attend the meeting as nonvoting delegates specified in laws, regulations and the articles of association.
Our lawyers believe that the qualification of the personnel attending the on-site meeting of the general meeting of shareholders is legal and valid.
2. Online voting
According to the statistical results provided by Shenzhen Securities Information Co., Ltd., a total of 6 shareholders participated in the shareholders’ meeting through online voting, holding 29312 shares of the company, accounting for 0.0058% of the total shares of the company (503.2 million shares) on the equity registration date of the shareholders’ meeting.
3. Meeting convener qualification
The shareholders’ meeting was convened by the 5th board of directors of the company.
In conclusion, our lawyers believe that the qualification of the convener of this general meeting of shareholders is legal and valid. 3、 Information on the interim proposals of the general meeting of shareholders
Upon inspection, there is no additional temporary proposal at this shareholders’ meeting. 4、 Voting procedures and results of this general meeting of shareholders
1. On site meeting
After inspection, the on-site meeting of the general meeting of shareholders adopted the method of on-site open ballot. Before voting on the proposal, the shareholders’ meeting elected representatives to participate in vote counting and scrutinizing. The shareholders present at the meeting and their proxies deliberated and voted on the proposals included in the agenda of the general meeting of shareholders. After the voting, the shareholder representative and the supervisor representative elected by the meeting shall be responsible for counting and supervising the votes. The host of the meeting announced the on-site voting situation and results.
2. Online voting
After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders’ meeting.
3. Voting results
In the witness of our lawyers, the representatives of shareholders and supervisors of the company together determined the final voting result of each proposal on the basis of consolidated statistics of the on-site voting and online voting results of each proposal; The bill on major issues affecting the interests of small and medium-sized investors makes separate statistics on the voting results of small and medium-sized investors.
According to the combined statistical results of on-site voting and online voting, all proposals listed in the notice of the general meeting of shareholders have been passed by more than 99% of the total number of valid voting shares attending the general meeting of shareholders.
In conclusion, our lawyers believe that the voting procedures and voting results of this general meeting of shareholders are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of Association; The qualifications of the attendees and conveners of the shareholders’ meeting are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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Hunan Qiyuan law firm (seal)
Person in charge: Handling lawyer: Ding Shaobo, Liu Zhongming
Handling lawyer: Wen libing
May 19, 2022
