Shanghai jintiancheng (Shenzhen) law firm
about
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Shanghai jintiancheng (Shenzhen) law firm
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About China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as “the firm”) is entrusted by China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 in accordance with 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 and other relevant laws and regulations This legal opinion is issued in accordance with the relevant provisions of the rules and other normative documents and the China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) articles of Association (hereinafter referred to as the articles of association). In order to issue this legal opinion, our lawyers conducted necessary verification and verification on the relevant matters involved in the general meeting of shareholders, reviewed the relevant documents and materials that our lawyers considered necessary to issue this legal opinion, and participated in the whole process of the general meeting of shareholders of the company.
In this legal opinion, our lawyers only express opinions on whether the convening, convening, on-site meeting qualification, convener qualification, meeting voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, other laws, regulations, rules and other normative documents and the articles of association of the company, Do not express opinions on the contents of the proposals considered at the shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
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.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of the general meeting of shareholders and the convening and convening procedures
After verification, the shareholders’ meeting of the company was convened by the 14th meeting of the eighth board of directors in 2021. The company has been on cninfo.com on December 31, 2021（ http://www.cn.info.com.cn. ）The China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) notice on convening the first extraordinary general meeting of shareholders in 2022 was issued, which included the basic information of the convener of the general meeting of shareholders, the legality and compliance of the meeting, the date and time of the meeting, the method of holding, the date of equity registration, the participants, the place of the meeting, the matters considered at the meeting, the proposal code, the registration of the meeting, etc The specific operation process of participating in online voting shall be announced. The date of publication of the announcement has reached 15 days from the date of the shareholders’ meeting, and the interval between the equity registration date and the date of the meeting shall not be more than 7 working days.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on January 20, 2022 in the conference room of the comprehensive office center of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) Pharmaceutical Industrial Park, No. 1, Guanqing Road, Guanlan high tech park, Guanhu street, Longhua new area, Shenzhen. The online voting time is January 20, 2022, among which the voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 20, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 20, 2022.
After examination, our lawyers believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
1. According to the signature, power of attorney, shareholder account card and other materials of the company’s shareholders attending the on-site meeting of the general meeting of shareholders, 7 shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders, representing 634168082 shares with voting rights, accounting for 64.7837% of the total shares of the company.
Upon verification by our lawyers, the shareholders and their agents attending the on-site meeting of the general meeting of shareholders have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. According to the data provided by Shenzhen Securities Information Co., Ltd., there are 7 shareholders participating in the online voting of the general meeting of shareholders, representing 63892976 voting shares, accounting for 6.5270% of the total shares of the company. The identity of the above shareholders voting through the online voting system has been certified by the trading system of Shenzhen Stock Exchange. Therefore, our lawyers believe that the qualification of shareholders participating in the online voting of this general meeting of shareholders is legal and valid.
3. Minority investors and shareholders attending the meeting
A total of 13 small and medium-sized investor shareholders participated in the meeting through the site and network, representing 75491426 shares with voting rights, accounting for 7.7119% of the total shares of the company.
4. After verification, other personnel attending the on-site meeting of the general meeting of shareholders are some directors, supervisors and other senior managers of the company, who are qualified to attend the general meeting of shareholders.
3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders, and are consistent with the deliberation matters listed in the announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal or new proposal proposed by shareholders at the shareholders’ meeting.
4、 Voting procedures and results of the general meeting of shareholders
According to the agenda and deliberations of the shareholders’ meeting, the shareholders’ meeting voted on the deliberations by means of on-site voting and online voting. After the voting at the general meeting of shareholders, the company consolidated statistics and announced the voting results of on-site voting and online voting on the matters under consideration:
1. The proposal on the estimated amount of daily connected transactions in 2022 was deliberated and adopted
Voting results: 62295262 shares were approved, accounting for 82.5197% of the shares held by all shareholders attending the meeting; Against 12795527 shares, accounting for 16.9496% of the shares held by all shareholders attending the meeting; 400637 shares were abstained, accounting for 0.5307% of the shares held by all shareholders attending the meeting.
Among them, the voting results of the minority investor shareholders attending the meeting were: 62295262 shares were agreed, accounting for 82.5197% of the shares held by the minority shareholders attending the meeting; Against 12795527 shares, accounting for 16.9496% of the shares held by minority shareholders attending the meeting; 400637 shares were abstained, accounting for 0.5307% of the shares held by minority shareholders attending the meeting.
The proposal involves related matters, and the related shareholder China Resources Pharmaceutical Holdings Co., Ltd. avoided voting on the proposal. According to the voting results, the proposal was considered and passed.
2. The proposal on purchasing directors, supervisors and senior managers’ liability insurance was deliberated and adopted
Voting results: 694473315 shares were approved, accounting for 99.4860% of the shares held by all shareholders attending the meeting; 3096594 shares opposed, accounting for 0.4436% of the shares held by all shareholders attending the meeting; 491149 shares were abstained, accounting for 0.0704% of the shares held by all shareholders attending the meeting.
Among them, the voting results of the minority investor shareholders attending the meeting were: 71903683 shares were agreed, accounting for 95.2475% of the shares held by the minority shareholders attending the meeting; 3096594 shares were opposed, accounting for 4.1019% of the shares held by minority shareholders attending the meeting; 491149 shares were abstained, accounting for 0.6506% of the shares held by minority shareholders attending the meeting. According to the voting results, the proposal was considered and passed.
The shareholders attending the on-site meeting of the general meeting of shareholders of the company voted on the above deliberation matters by open ballot, and the relevant vote counting and monitoring were carried out in accordance with the rules of the general meeting of shareholders of listed companies and the articles of association.
Some shareholders of the company conducted online voting on the above deliberations of the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system, and Shenzhen Securities Information Co., Ltd. provided the voting statistics of the online voting.
Upon the examination of the lawyers of the exchange, the voting procedures and voting results of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, and the above resolutions adopted at the meeting are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening, convening procedures, qualifications of attendees, conveners, voting procedures and voting results of the company’s first extraordinary general meeting in 2022 are in line with the company law, rules for general meetings of listed companies and other laws, regulations, rules and other normative documents as well as the relevant provisions of the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
This legal opinion is made in quadruplicate, which shall come into force after being sealed by this office and signed by the person in charge of this office and the witness lawyer. (no text below)
