11-12 / F, Taiping finance building, 6001 Yitian Road, Futian District, Shenzhen, China postcode: 518017
11-12F., TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA
Tel.: (86 755) 88265288 fax.: (86 755)88265537
Email: [email protected]. Website: www.shujin.com cn.
About Kangmei Pharmaceutical Co.Ltd(600518)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Xinda Huizi (2022) No. 015 to: Kangmei Pharmaceutical Co.Ltd(600518)
Guangdong Xinda law firm (hereinafter referred to as "Xinda") is entrusted by Kangmei Pharmaceutical Co.Ltd(600518) (hereinafter referred to as "the company") to appoint Xinda lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") to testify the legitimacy of the general meeting of shareholders, And issue the legal opinion of Guangdong Xinda law firm on the first extraordinary general meeting of shareholders in Kangmei Pharmaceutical Co.Ltd(600518) 2022 (hereinafter referred to as the "legal opinion of the general meeting of shareholders").
This legal opinion of the general meeting of shareholders is 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 (hereinafter referred to as the rules for the general meeting of shareholders), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies on Shanghai Stock Exchange (hereinafter referred to as the detailed rules for the implementation of online voting at the general meeting of shareholders) and other laws and regulations Normative documents and the provisions of the current effective articles of Association (hereinafter referred to as the articles of association), and express legal opinions based on the investigation and understanding of the facts that have occurred or exist before the issuance date of the legal opinion of the general meeting of shareholders.
In order to issue the legal opinion of the general meeting of shareholders, Cinda has strictly performed its statutory duties, followed the principles of diligence and good faith, participated in and reviewed the relevant documents and materials of the general meeting of shareholders on site, and obtained the following guarantee from the company: the documents and materials related to the legal opinion of the general meeting of shareholders provided to Cinda are true, accurate, complete It is effective, does not contain any misleading information, and has no concealment or omission.
In this legal opinion of the general meeting of shareholders, Xinda, in accordance with Article 5 of the rules of the general meeting of shareholders, only gives legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the meeting and the convener, the voting procedures and voting results of the meeting, and does not give legal opinions on the proposals considered by the general meeting of shareholders and other facts related to the proposals Express opinions on the authenticity and accuracy of data.
Cinda agrees to announce the legal opinion of the general meeting of shareholders together with other information disclosure materials of the general meeting of shareholders, and bear corresponding responsibilities for the legal opinion of the general meeting of shareholders according to law.
In view of this, Cinda has issued the following witness opinions on the relevant facts of this shareholders' meeting in accordance with the business standards, ethics and diligence recognized by the lawyer industry:
1、 On the convening and convening of this general meeting of shareholders
（1） Convening of the general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company in accordance with the proposal on convening the first extraordinary general meeting of the company in 2022 adopted at the first extraordinary meeting of the eighth board of directors in 2022 held on January 7, 2022.
On January 8, 2022, the board of directors of the company made a statement on China Securities Journal, Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) The notice of the general meeting of shareholders was issued on the. The aforesaid notice of the general meeting of shareholders lists the basic information of the general meeting of shareholders, the matters to be considered at the meeting, the matters needing attention in voting at the general meeting of shareholders, the participants of the meeting, the registration method of the meeting, etc.
After verification, according to the notice of the company's shareholders' meeting, the equity registration date of the shareholders' meeting is January 18, 2022.
（2） Convening of the general meeting of shareholders
The shareholders' meeting was held by combining on-site voting and online voting. Among them, the on-site meeting of the company's general meeting of shareholders was held in the company as scheduled at 14:30 p.m. on January 25, 2022. The actual time, place and method of the meeting shall be consistent with the notice of the meeting.
The online voting time of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 25, 2022; The specific time of voting in the Internet voting system of Shanghai Stock Exchange is any time from 9:15 a.m. on January 25, 2022 to 15:00 p.m. on January 25, 2022.
After verification, lawyer Xinda believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, such as the company law, the rules for the general meeting of shareholders, the detailed rules for the implementation of online voting at the general meeting of shareholders and other relevant laws, regulations and normative documents.
2、 On the qualifications of personnel and conveners attending the general meeting of shareholders (I) shareholders attending the general meeting of shareholders
A total of 325 shareholders and shareholders' agents participated in the on-site voting and online voting of the general meeting of shareholders, representing 5057142654 voting shares, accounting for 36.4771% of the total shares of the company. They are registered shareholders on the equity registration date. The above shareholders and shareholders' agents hold legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid. (II) other persons attending and attending the general meeting of shareholders as nonvoting delegates
In addition to the above shareholders and shareholders' agents, some directors, supervisors, senior managers and Secretary of the board of directors of the company attended the general meeting of shareholders, and lawyers and other personnel hired by the company attended the general meeting of shareholders as nonvoting delegates.
After verification by the lawyers of the exchange, the qualifications of the personnel attending the general meeting of shareholders meet the relevant laws, regulations, other normative documents and the relevant provisions of the articles of association, such as the company law, the rules for the general meeting of shareholders of listed companies and so on. (III) qualification of the convener of the general meeting of shareholders
The convener of this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of the company law, the rules of shareholders' meeting and other laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
After verification, the deliberation and voting matters of the general meeting of shareholders are the proposals listed in the notice of the general meeting of shareholders announced by the company. The shareholders and entrusted agents attending the general meeting of shareholders did not put forward other proposals other than those listed in the notice of the general meeting of shareholders.
The general meeting of shareholders voted by open ballot, counted and monitored the votes in accordance with the procedures specified in the rules of the general meeting of shareholders and the detailed rules for the implementation of online voting at the general meeting of shareholders, and announced the voting results on the spot. After the online voting, SSE Information Network Co., Ltd. provided the company with the online voting results. The company combined the voting results of on-site voting and online voting. The voting results of this shareholders' meeting are as follows:
1. The proposal on the election of non independent directors of the ninth board of directors of the company was deliberated and adopted
The non independent directors of the ninth board of directors of the company were elected by cumulative voting at the general meeting of shareholders. The voting results are as follows:
Bill No.: Bill Name: the number of votes obtained accounts for the number of votes attended the meeting. Are you elected
Proportion of effective voting rights (%)
1.01 Lai Zhijian 5021404191 99.2933 yes
1.02 Mickey 5019872661 99.2630 yes
1.03 Liu Guowei 5020636122 99.2781 yes
1.04 Liang Jun 5019684659 99.2593 yes
1.05 Yang Weirong 5017864608 99.2233 yes
1.06 Fang miaoshuang 5017746886 99.2210 yes
Among them, the voting results of small and medium-sized investors are:
Proposal No. proposal name consent
Proportion of votes (%)
1.01 Lai Zhijian 24805762 40.9713
1.02 Mickey 23274232 38.4417
1.03 Liu Guowei 24037693 39.7027
1.04 Liang Jun 23086230 38.1311
1.05 Yang Weirong 21266179 35.1250
1.06 Fang miaoshuang 21148457 34.9305
2. The proposal on the election of independent directors of the ninth board of directors of the company was deliberated and adopted
The independent directors of the ninth board of directors of the company were elected by cumulative voting at the general meeting of shareholders. The voting results are as follows:
Bill No.: Bill Name: the number of votes obtained accounts for the number of votes attended the meeting. Are you elected
Proportion of effective voting rights (%)
2.01 Luo Tao 5019888878 99.2633 yes
2.02 Lai Xiaoping 5018510942 99.2361 yes
2.03 Zeng Qing 5019690283 99.2594 yes
Among them, the voting results of small and medium-sized investors are:
Proposal No. proposal name consent
Proportion of votes (%)
2.01 Luo Tao 23290449 38.4684
2.02 Lai Xiaoping 21912513 36.1925
2.03 Zeng Qing 23091854 38.1404
3. The proposal on the election of non employee representative supervisors of the ninth board of supervisors of the company was deliberated and adopted. The non employee representative supervisors of the ninth board of supervisors of the company were elected by cumulative voting at the general meeting of shareholders. The voting results are as follows:
Bill No. bill name number of votes in the valid table of the meeting is elected
Proportion of voting power (%)
3.01 Gao Yanzhu 5019866696 99.2629 yes
3.02 Wang Tong 5018096951 99.2279 yes
Among them, the voting results of small and medium-sized investors are:
Proposal No. proposal name consent
Proportion of votes (%)
3.01 Gao Yanzhu 23268267 38.4318
3.02 Wang Tong
