Beijing Deheng Law Firm
About Zhonghong Pulin Medical Products Co.Ltd(300981)
Of the 2021 annual general meeting
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Zhonghong Pulin Medical Products Co.Ltd(300981)
Of the 2021 annual general meeting
Legal opinion
Deheng 01g2022023002 to: Zhonghong Pulin Medical Products Co.Ltd(300981)
Zhonghong Pulin Medical Products Co.Ltd(300981) (hereinafter referred to as “the company”) the 2021 annual general meeting of shareholders (hereinafter referred to as “the meeting”) was held on Thursday, May 19, 2022. Beijing Deheng Law Firm (hereinafter referred to as “Deheng”) is entrusted by the company to appoint lawyer Wu Lianhua and lawyer sun Jianmin (hereinafter referred to as “Deheng lawyer”) in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”) and the company law of the people’s Republic of China (hereinafter referred to as “company law”) In accordance with the provisions of the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of the general meeting”) and the Zhonghong Pulin Medical Products Co.Ltd(300981) articles of Association (hereinafter referred to as the “articles of association”), the China Securities Regulatory Commission witnessed and expressed legal opinions on the convening, convening procedures, qualification of on-site participants, voting procedures and other relevant matters of the meeting. Affected by the epidemic situation of pneumonia caused by novel coronavirus infection, we assigned lawyers to witness this meeting by video.
In order to issue this legal opinion, lawyer Deheng reviewed the following documents provided by the company, including but not limited to: (I) articles of Association;
(II) Rules of procedure of Zhonghong Pulin Medical Products Co.Ltd(300981) general meeting of shareholders;
(III) resolution of the 9th meeting of Zhonghong Pulin Medical Products Co.Ltd(300981) the third board of directors; (IV) independent opinions of independent directors on matters related to the ninth meeting of the third board of directors;
(V) the company was posted on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）The notice of Zhonghong Pulin Medical Products Co.Ltd(300981) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the general meeting of shareholders”);
(VI) registration records and voucher materials of shareholders attending the meeting on site;
(VII) information on the voting of shareholders at the meeting;
(VIII) resolution of the seventh meeting of Zhonghong Pulin Medical Products Co.Ltd(300981) the third board of supervisors; (IX) other documents of the meeting.
Lawyer Deheng is guaranteed as follows: the company has provided the materials that lawyer Deheng considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, according to the rules of the general meeting of shareholders and the requirements of the company, lawyer Deheng only expressed his opinions on whether the convening and convening procedures of the company’s current meeting comply with the relevant provisions of laws, administrative regulations, the articles of association and the rules of the general meeting of shareholders, whether the qualification of attendees and conveners, and whether the voting procedures and voting results of the meeting are legal and effective, We will not comment on the contents of the proposals considered at this meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms, the rules for the practice of securities legal business by law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Deheng and Deheng lawyers have strictly performed their statutory 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 It is accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
According to the requirements of relevant laws and regulations, in accordance with the recognized business standards, ethics and the spirit of diligence and diligence in the lawyer industry, lawyer Deheng issued the following legal opinions on the legal issues related to the convening and holding of the company’s meeting:
1、 Convening and procedures of this meeting
(I) convening of this meeting
1. According to the resolution of the ninth meeting of the third board of directors held on April 27, 2022, the board of directors of the company convened this meeting.
2. The board of directors of the company was posted on cninfo.com on April 28, 2022（ http://www.cn.info.com.cn. ）The notice of the general meeting of shareholders was issued. The announcement date of this meeting has reached 20 days from the date of this meeting; The equity registration date is May 12, 2022, with an interval of no more than 7 working days from the date of the meeting and no less than 2 trading days from the date of online voting.
3. The above announcement lists the convener, time, method, attendees, place, registration method, contact person and contact information of the meeting, and fully and completely discloses the specific contents of all proposals.
In the opinion of Hengde lawyers, the convening rules of the general meeting of the company and other relevant laws and regulations are in conformity with the provisions of the law of the people’s Republic of China on the convening of the general meeting of the company.
(II) convening of this meeting
1. This meeting adopts the combination of on-site voting and online voting.
The on-site meeting was held as scheduled at 14:30 p.m. on Thursday, May 19, 2022 at the place specified in the meeting notice.
The online voting time is May 19, 2022. Among them, the specific time of 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 May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 19, 2022.
2. Chairman Mr. sang Shujun presided over the meeting. The meeting deliberated on the proposals listed in the meeting notice. The staff of the board of directors made records of the meeting on the spot. The minutes of the meeting shall be signed by the chairman, directors and supervisors attending the meeting.
3. There is no voting on matters not listed in the notice of convening this meeting. Lawyer Deheng believes that the time, place and contents of the meeting are consistent with those notified in the notice, and the convening and convening procedures of the meeting comply with the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association.
2、 Qualification of participants and convener of the meeting
The number of voting shares is 119055710, accounting for 714320% of the total voting shares of the company. Including: 1 There were 3 shareholders and shareholders’ agents attending the on-site meeting, and the number of voting shares represented was 118810000, accounting for 712846% of the total voting shares of the company.
Lawyer Deheng checked the business license or resident ID card, securities account card, power of attorney and other relevant documents of the shareholders attending the on-site meeting. The shareholders attending the on-site meeting are the shareholders recorded in the register of shareholders on the equity registration date of the meeting, and the power of attorney of the shareholder agent is true and valid.
2. According to the online voting results of this meeting, 43 shareholders participated in the online voting of this meeting, representing 245710 shares with voting rights, accounting for 0.1474% of the total voting shares of the company. The qualification voting of shareholders shall be conducted through the Internet trading system of Shenzhen Stock Exchange.
3. There were 43 shareholders and shareholders’ agents attending the on-site meeting and online voting of small and medium-sized investors (shareholders holding more than 5% of the company’s shares and their persons acting in concert, as well as shareholders other than those holding the positions of directors, supervisors and senior managers of the company, the same below), representing 245710 shares with voting rights, accounting for 0.1474% of the total voting shares of the company.
(II) the directors, supervisors and Secretary of the board of directors of the company attended the meeting, and other senior managers and Deheng lawyers attended the meeting as nonvoting delegates. These personnel are legally qualified to attend or attend the meeting as nonvoting delegates.
(III) this meeting is convened by the board of directors of the company, and its qualification as the convener of this meeting is legal and valid. Lawyer Deheng believes that the qualifications of the persons attending and attending the meeting as nonvoting delegates and the convener of the meeting are legal and valid, and comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Shareholders’ qualification and proposal procedures for putting forward temporary proposals at this meeting
Witnessed by lawyer Deheng, no shareholders put forward temporary proposals at this meeting.
4、 Voting procedure of this meeting
(I) the meeting adopted on-site voting and online voting to vote on the proposals of the meeting. The proposals considered at this meeting of the company are consistent with the deliberation items listed in the notice of the general meeting of shareholders, and there is no modification of the proposals notified at this meeting.
(II) in accordance with the company law, the rules of the general meeting of shareholders and other relevant laws, regulations, normative documents and the articles of association, two shareholder representatives, one supervisor representative and Deheng lawyer are jointly responsible for vote counting and supervision.
(III) after voting at this meeting, the company consolidated and summarized the voting results of this meeting, and the chairman of the meeting announced the voting results at the meeting site.
The company will count the votes of small and medium-sized investors on relevant proposals separately and disclose the voting results separately.
Lawyer Deheng believes that the voting procedures of this meeting of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting procedures of this meeting are legal and effective.
5、 Voting results of this meeting
Combined with the voting results of the on-site meeting and the online voting results of this meeting, the voting results of this meeting are as follows:
1. The proposal on the work report of the board of directors in 2021 was considered and adopted by ordinary resolution
Voting results: 119038610 shares were approved, 9400 against and 7700 abstained, accounting for 999856% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 228610 shares in favor, 9400 against and 7700 abstentions. The number of shares in favor accounts for 930406% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
According to the voting results, the bill was passed.
2. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted by ordinary resolution
Voting results: 119038610 shares were approved, 9800 against and 7300 abstained, accounting for 999856% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 228610 shares in favor, 9800 against and 7300 abstentions. The number of shares in favor accounts for 930406% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting.
According to the voting results, the bill was passed.
3. The proposal on 2021 annual report and its summary was deliberated and adopted by ordinary resolution
Voting results: 119036610 shares were approved, 9800 against and 9300 abstained, accounting for 999840% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 226610 shares in favor, 9800 against and 9300 abstentions. The number of shares in favor accounts for 922266% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
According to the voting results, the bill was passed.
4. The proposal on the financial final accounts report of 2021 and the financial budget report of 2022 was deliberated and adopted by ordinary resolution
Voting results: 119036610 shares were approved, 9400 against and 9700 abstained, accounting for 999840% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 226610 shares in favor, 9400 against and 9700 abstentions. The number of shares in favor accounts for 922266% of the voting rights held by small and medium-sized investors who have the right to vote at the meeting.
According to the voting results, the bill was passed.
5. The proposal on the plan for profit distribution and conversion of reserve fund into share capital in 2021 was considered and approved by ordinary resolution
Voting results: 119038110 shares were approved, 17600 shares were opposed and 0 shares were abstained. The number of approved shares accounted for 999852% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 228110 shares in favor, 17600 against and 0 abstention. The number of shares in favor accounts for 928371% of the voting rights held by small and medium-sized investors with voting rights attending the meeting.
According to the voting results, the bill was passed.
6. The proposal on the special description of the occupation of non operating funds and other related capital transactions was considered and adopted by ordinary resolution
Voting results: 119035210 shares were approved, 12000 against and 8500 abstained, accounting for 999828% of the total voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors is: agree 225,2
