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Guohao law firm (Guangzhou)
About Yihua Healthcare Co.Ltd(000150)
Legal opinions of the first extraordinary general meeting of shareholders in 2022
Yihua Healthcare Co.Ltd(000150) ：
According to the requirements of 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 China Securities Regulatory Commission, Guohao law firm (Guangzhou) (hereinafter referred to as “the exchange”) accepts the entrustment of Yihua Healthcare Co.Ltd(000150) (hereinafter referred to as ” Yihua Healthcare Co.Ltd(000150) “) and appoints Zhou Shanshan Lawyer Guo Jia (hereinafter referred to as “our lawyer”) attended the first extraordinary general meeting of shareholders in Yihua Healthcare Co.Ltd(000150) 2022 (hereinafter referred to as “this general meeting of shareholders”) and gave legal opinions on important matters such as the convening and convening procedures of this general meeting of shareholders, the qualifications of attendees and conveners, voting procedures and voting results.
The firm and its lawyers have strictly performed their statutory duties in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or existed before the date of this legal opinion, Following the principles of diligence and good faith, we have conducted sufficient 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 bear corresponding legal responsibilities.
1、 Convening and convening of this general meeting of shareholders
（1） Convening of the general meeting of shareholders
The shareholders’ meeting was convened by the Yihua Healthcare Co.Ltd(000150) board of directors in accordance with the resolution of the 19th meeting of the 8th board of directors held on December 28, 2021. The Yihua Healthcare Co.Ltd(000150) board of directors published the Yihua Healthcare Co.Ltd(000150) notice on convening the first extraordinary shareholders’ meeting in 2022 on cninfo.com and other relevant websites and media on December 29, 2021, Within the statutory time limit, it announced the time and place of the shareholders’ meeting, the matters to be considered at the meeting, the qualifications of participants, the registration of the meeting and other relevant matters.
The lawyers of the firm believe that the convener and convening procedures of the general meeting of shareholders comply with the company law, the rules of the general meeting of shareholders and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the guidelines for the standardized operation) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the detailed rules for the implementation of online voting) and the relevant provisions of the Yihua Healthcare Co.Ltd(000150) articles of association.
（2） Convening of this general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting in accordance with relevant regulations. The on-site meeting of the general meeting of shareholders was held at 15:00 on January 14, 2022 in the conference room on the 4th floor of the main building of Laiwu Linghai Industrial Park, Chenghai District, Shantou City, Guangdong Province.
The online voting of the general meeting of shareholders was conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on January 14, 2022; The time for online voting through the Internet voting system is any time from 9:15 to 15:00 on January 14, 2022.
Yihua Healthcare Co.Ltd(000150) directors, supervisors and Secretary of the board of directors attended the shareholders’ meeting, and senior managers attended the shareholders’ meeting as nonvoting delegates.
Our lawyers believe that the convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, rules for general meetings of shareholders, certain provisions, guidelines for standardized operation, rules for the implementation of online voting and Yihua Healthcare Co.Ltd(000150) articles of association.
2、 The shareholders’ meeting did not modify the original proposal or put forward new proposals
3、 Qualification of personnel attending the general meeting of shareholders
（1） Yihua Healthcare Co.Ltd(000150) the board of directors and our lawyers jointly verified the legitimacy of shareholders’ qualification according to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, and registered the names of shareholders attending the on-site meeting of the general meeting of shareholders and the number of voting shares held by them.
Verified and registered: there are 3 shareholders (including shareholder agents) attending the on-site meeting of the general meeting of shareholders, all of whom are Yihua Healthcare Co.Ltd(000150) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at 15:00 on January 7, 2022. The total number of shares held and represented by these shareholders is 294069786, Accounting for 33.5047% of the total share capital of Yihua Healthcare Co.Ltd(000150) .
The directors, supervisors and Secretary of the board of directors of Yihua Healthcare Co.Ltd(000150) also attended the on-site meeting of the general meeting of shareholders. （2） According to the information provided by Shenzhen Securities Information Co., Ltd., a total of 11 shareholders voted through online voting within the effective time, representing 524147 shares, accounting for 0.0597% of the total share capital of Yihua Healthcare Co.Ltd(000150) . The legitimacy of the above qualifications of shareholders participating in online voting has been verified by Shenzhen Securities Information Co., Ltd. The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders meet the relevant provisions of the company law, rules for general meeting of shareholders, guidelines for standardized operation, rules for the implementation of online voting and Yihua Healthcare Co.Ltd(000150) articles of association. 4、 Voting procedures and results of the general meeting of shareholders
（1） Voting procedure
1. On site meeting voting procedure
The on-site meeting of the general meeting of shareholders voted item by item in the form of open ballot. During the voting, two shareholder representatives, supervisor representatives and our lawyers counted and supervised the votes in accordance with the provisions of the company law, rules of the general meeting of shareholders and Yihua Healthcare Co.Ltd(000150) articles of association.
The voting results of the general meeting of shareholders were announced on the spot.
2. Online voting procedure
Yihua Healthcare Co.Ltd(000150) provide shareholders with a voting platform in the form of network through the trading system and Internet voting system of Shenzhen Stock Exchange, and some shareholders exercise their voting rights through the trading system or Internet voting system of Shenzhen Stock Exchange within the effective time.
（2） Voting results of each proposal at the shareholders’ meeting
1. Voting results of the proposal on the subsidiary Dazi selkang continuing to perform the guarantee obligations of relevant creditors
294592561 shares were approved, accounting for 99.9995% of the total number of valid voting shares held by shareholders attending the meeting; 1372 dissenting shares, accounting for 0.0005% of the total number of valid voting shares held by shareholders attending the meeting; 0 shares waived. The bill was passed.
Among them, the voting of small and medium-sized investors is: 1018733 shares are agreed, accounting for 99.8655% of the shares held by small and medium-sized investors attending the meeting; 1372 opposed shares, accounting for 0.1345% of the shares held by small and medium-sized investors attending the meeting; 0 shares waived.
2. The voting results of the proposal on the continued performance of relevant creditor guarantee obligations by Dazi ciheng of Sun Corporation agreed to 294588261 shares, accounting for 99.9981% of the total number of valid voting shares held by shareholders attending the meeting; 5672 opposition shares, accounting for 0.0019% of the total number of valid voting shares held by shareholders attending the meeting; 0 shares waived. The bill was passed.
Among them, the voting of small and medium-sized investors is: 1014433 shares are agreed, accounting for 99.4440% of the shares held by small and medium-sized investors attending the meeting; Against 5672 shares, accounting for 0.5560% of the shares held by small and medium-sized investors attending the meeting; 0 shares waived.
3. The voting results of the proposal on the conversion of self use real estate into investment real estate and changes in accounting policies agreed to 294592561 shares, accounting for 99.9995% of the total number of valid voting shares held by shareholders attending the meeting; 1372 dissenting shares, accounting for 0.0005% of the total number of valid voting shares held by shareholders attending the meeting; 0 shares waived. The bill was passed.
Among them, the voting of small and medium-sized investors is: 1018733 shares are agreed, accounting for 99.8655% of the shares held by small and medium-sized investors attending the meeting; 1372 opposed shares, accounting for 0.1345% of the shares held by small and medium-sized investors attending the meeting; 0 shares waived.
Our lawyers believe that the voting procedures and voting results of the general meeting of shareholders comply with the company law, rules of the general meeting of shareholders, guidelines for standardized operation, rules for the implementation of online voting and Yihua Healthcare Co.Ltd(000150) articles of association, and the voting procedures and voting results of the meeting are legal and effective.
5、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures, the qualifications of conveners and attendees, voting procedures and voting results of the general meeting of shareholders comply with the company law, rules of the general meeting of shareholders, guidelines for standardized operation, rules for the implementation of online voting and Yihua Healthcare Co.Ltd(000150) articles of Association, and the voting procedures and voting results of the meeting are legal and effective.
(there is no text on this page, which is the signature page of the legal opinion on the first extraordinary general meeting of shareholders in Yihua Healthcare Co.Ltd(000150) 2022)
Signed by Guohao law firm (Guangzhou):
Zhou Shanshan
Principal: Signature lawyer:
Cheng Bing, Guo Jia
January 14, 2002
