Tianjin Guohao law firm
About Andon Health Co.Ltd(002432) ( Andon Health Co.Ltd(002432) )
Legal opinion of 2021 annual general meeting
Guo Hao Jin FA Yi Zi (2022) No. 203 to: Andon Health Co.Ltd(002432)
Andon Health Co.Ltd(002432) (hereinafter referred to as “the company”) the on-site meeting of the 2021 annual general meeting of shareholders was held at 14:00 p.m. on May 20, 2022 in the conference room of the company, No. 3, Jinping Road, Nankai District, Tianjin. Guohao law firm (Tianjin) (hereinafter referred to as “the firm”) is entrusted by the company to appoint Lawyer Liu Mengshi and lawyer Zhao Lixin (hereinafter referred to as “the firm”) to attend the meeting, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders), the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the administrative measures), 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 other laws and regulations This legal opinion is issued in accordance with the provisions of normative documents and Andon Health Co.Ltd(002432) articles of Association (hereinafter referred to as the articles of association).
The lawyers of the firm, in accordance with the provisions of relevant laws, regulations, normative documents and the articles of association, express their opinions on the legality and effectiveness of the company’s 2021 annual general meeting of shareholders, the convening procedures, the qualifications of attendees, the qualifications of conveners, the voting procedures of the general meeting of shareholders, the voting results and other matters. There are no false, seriously misleading statements and major omissions in the legal opinion.
Our lawyers express legal opinions based on their understanding of the facts and the law.
Our lawyers agree to make this legal opinion a necessary document for the 2021 annual general meeting of shareholders of the company, and bear the responsibility according to the legal opinion issued by our firm.
Our lawyers have reviewed and judged all documents and testimony related to the issuance of legal opinions. Today, we attended the meeting as nonvoting delegates. In accordance with the provisions of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our legal opinions are as follows:
1、 Convening and convening procedures of this annual general meeting of shareholders
On April 29, 2022, the company held the 24th Meeting of the 5th board of directors, which deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders. On April 30, 2022, the board of directors of the company made statements in China Securities Journal, securities times and cninfo（ http://www.cn.info.com.cn. ）Disclosed the notice of Andon Health Co.Ltd(002432) on convening the 2021 annual general meeting of shareholders, and issued the notice of the meeting in the form of announcement within the legal time limit. The announcement issued by the company specifies the time, site, convener and attendees of the meeting; It explains that all shareholders have the right to attend and can entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method, registration time, contact number and contact name of shareholders who attend the on-site meeting; Announced the shareholder online voting platform, online voting shareholder identity authentication, voting operation process and relevant precautions; List the discussion items of the annual general meeting of shareholders, and fully disclose the contents of the proposal in accordance with relevant regulations.
In order to facilitate shareholders’ participation in this annual general meeting, the company provides online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The voting time for shareholders to participate in the annual general meeting of shareholders through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 20, 2022; The voting time for participating in the annual general meeting of shareholders through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 20, 2022.
After examination by the lawyers of the firm, it is confirmed that the 2021 annual general meeting of shareholders of the company was convened by the board of directors of the company, which complies with the provisions of relevant laws, regulations and the articles of association, and the convener’s qualification is legal and valid; The convening and convening procedures of the 2021 annual general meeting of shareholders of the company comply with the provisions of relevant laws, regulations and the articles of Association; The on-site meeting of the annual general meeting of shareholders was held at 14:00 p.m. on May 20, 2022 in the conference room of the company at No. 3 Jinping Road, Nankai District, Tianjin. The meeting was presided over by Mr. Liu Yi, chairman of the board. The time and place of the meeting were in line with the contents of the notice of convening the general meeting of shareholders; The start time and end time of online voting are consistent with the time announced by the company.
2、 Qualification of personnel attending the annual general meeting of shareholders
1. Shareholders and entrusted agents attending the annual general meeting of shareholders
A total of 927 shareholders and shareholder representatives attended the annual general meeting, representing 123233345 shares, accounting for 255963% of the total shares of the company as of May 17, 2022 (equity registration date).
Among them, one shareholder and entrusted agent attended the on-site meeting, representing 59497902 shares, accounting for 123581% of the total shares of the company as of May 17, 2022. It is verified that the persons attending the on-site meeting of the company’s 2021 annual general meeting of shareholders are the shareholders registered on the date of equity registration of the company, comply with the provisions of relevant laws, regulations and the articles of association, and have legal and effective qualification to attend the meeting.
According to the data provided by Shenzhen Securities Information Co., Ltd., 926 shareholders voted through online voting at this annual general meeting, representing 63735443 shares, accounting for 132382% of the total shares of the company as of May 17, 2022.
Overall attendance of minority shareholders:
925 minority shareholders voted on the spot and online, representing 13727843 shares, accounting for the majority of the company
2.8514% of the total shares of the company by May 17, 2022.
Among them, there are 0 shareholders and 0 representative shares through on-site voting, accounting for 0.0000% of the total shares of the company as of May 17, 2022.
925 shareholders voted online, representing 13727843 shares, accounting for 2.8514% of the total shares of the company as of May 17, 2022.
2. Other persons attending the meeting
The 2021 annual general meeting of shareholders of the company was also attended by some directors, supervisors, senior managers and lawyers employed by the company.
It is verified that the qualifications of other personnel attending the annual general meeting of shareholders are legal and valid.
3、 Voting procedures and results of this annual general meeting of shareholders
The annual general meeting of shareholders deliberated the proposals listed in the meeting notice, and the meeting adopted a combination of on-site open voting and online voting.
After verification, the annual general meeting of shareholders considered and approved the following matters:
1. Reviewed and adopted the 2021 annual report and summary
Total voting:
122212545 shares were agreed, accounting for 991717% of the shares held by all shareholders attending the meeting; Against 997200 shares, accounting for 0.8092% of the shares held by all shareholders attending the meeting; 23600 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0192% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12707043 shares were approved, accounting for 925640% of the shares held by minority shareholders attending the meeting; Against 997200 shares, accounting for 7.2641% of the shares held by minority shareholders attending the meeting; 23600 shares were abstained (including 0 shares by default due to non voting), accounting for 0.1719% of the shares held by minority shareholders attending the meeting.
2. The work report of the board of directors in 2021 was reviewed and adopted
Total voting:
122205545 shares were agreed, accounting for 991660% of the shares held by all shareholders attending the meeting; Oppose 1006200 shares, accounting for 0.8165% of the shares held by all shareholders attending the meeting; 21600 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.0175% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
Agree to 12700043 shares, accounting for 925130% of the shares held by minority shareholders attending the meeting; Oppose 1006200 shares, accounting for 7.3296% of the shares held by minority shareholders attending the meeting; 21600 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.1573% of the shares held by minority shareholders attending the meeting. 3. The work report of the board of supervisors in 2021 was reviewed and adopted
Total voting:
122186345 shares were agreed, accounting for 991504% of the shares held by all shareholders attending the meeting; Against 1013900 shares, accounting for 0.8227% of the shares held by all shareholders attending the meeting; 33100 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.0269% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12680843 shares were approved, accounting for 923732% of the shares held by minority shareholders attending the meeting; Against 1013900 shares, accounting for 7.3857% of the shares held by minority shareholders attending the meeting; 33100 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.2411% of the shares held by minority shareholders attending the meeting. 4. Reviewed and adopted the financial final accounts report of 2021
Total voting:
122194145 shares were agreed, accounting for 991567% of the shares held by all shareholders attending the meeting; Against 1012700 shares, accounting for 0.8218% of the shares held by all shareholders attending the meeting; 26500 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.0215% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12688643 shares were approved, accounting for 924300% of the shares held by minority shareholders attending the meeting; Against 1012700 shares, accounting for 7.3770% of the shares held by minority shareholders attending the meeting; 26500 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.1930% of the shares held by minority shareholders attending the meeting. 5. The proposal on profit distribution in 2021 was deliberated and adopted
Total voting:
121908145 shares were agreed, accounting for 989246% of the shares held by all shareholders attending the meeting; 1296300 shares opposed, accounting for 1.0519% of the shares held by all shareholders attending the meeting; 28900 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.0235% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12410243 shares were agreed, accounting for 904020% of the shares held by minority shareholders attending the meeting; Against 1288700 shares, accounting for 9.3875% of the shares held by minority shareholders attending the meeting; 28900 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.2105% of the shares held by minority shareholders attending the meeting. 6. The proposal on re employment of audit institutions and their remuneration was deliberated and adopted
Total voting:
122124745 shares were agreed, accounting for 991004% of the shares held by all shareholders attending the meeting; Against 1065200 shares, accounting for 0.8644% of the shares held by all shareholders attending the meeting; 43400 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.0352% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12619243 shares were approved, accounting for 919244% of the shares held by minority shareholders attending the meeting; Against 1065200 shares, accounting for 7.7594% of the shares held by minority shareholders attending the meeting; 43400 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.3161% of the shares held by minority shareholders attending the meeting. 7. The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
Total voting:
121991045 shares were approved, accounting for 989919% of the shares held by all shareholders attending the meeting; Against 1217300 shares, accounting for 0.9878% of the shares held by all shareholders attending the meeting; 25000 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.0203% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
12485543 shares were agreed, accounting for 909505% of the shares held by minority shareholders attending the meeting; Against 1217300 shares, accounting for 8.8674% of the shares held by minority shareholders attending the meeting; 25000 shares were abstained (including 6800 shares by default due to non voting), accounting for 0.1821% of the shares held by minority shareholders attending the meeting. 8. Deliberated and adopted the regulations on providing guarantees for subsidiaries
