Hubei Yingda law firm
On Wuhan National Pharmaceutical Technology Co.Ltd(600421) the first extraordinary general meeting of shareholders in 2022
Legal opinion
18th floor, Fuxing International Chamber of Commerce building, 186 Xinhua Road, Wuhan, China
Tel: 86.27.85350032 Fax: 86.27.85350997 postal code: 430022
Website: www.yingdalaw.com com.
January 26, 2002
Hubei Yingda law firm
About Wuhan National Pharmaceutical Technology Co.Ltd(600421)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Wuhan National Pharmaceutical Technology Co.Ltd(600421)
Entrusted by Wuhan National Pharmaceutical Technology Co.Ltd(600421) (hereinafter referred to as “the company”), Hubei Yingda law firm (hereinafter referred to as “the firm”) appointed its lawyers song Hao and Liu Chang to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on January 26, 2022, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The relevant provisions of 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Wuhan National Pharmaceutical Technology Co.Ltd(600421) articles of Association (hereinafter referred to as the “articles of association”) on the convening and convening procedures of this general meeting of shareholders, the qualifications of participants and conveners Issue legal opinions on the legality and validity of voting procedures and voting results at the meeting.
This legal opinion is issued by our lawyers based on their understanding of the facts of the shareholders’ meeting and the current laws, regulations and normative documents in China.
The exchange agrees to announce this legal opinion as a legally necessary document of the general meeting of shareholders, and shall be liable for the legal opinion issued in accordance with the law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyer issues this legal opinion as follows:
Text
1、 Convening, convening procedures and convener qualification of this general meeting of shareholders
(I) after verification by our lawyers, according to the resolution of the 16th meeting of the seventh board of directors of the company, the company published on China Securities News, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange on January 11, 2022（ http://www.sse.com.cn. ）Published the notice of Wuhan National Pharmaceutical Technology Co.Ltd(600421) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”).
(II) the on-site meeting of the shareholders’ meeting was held at room 2909, block T1, Guanggu Shanghai New World Co.Ltd(600628) center, 355 Guanshan Avenue, East Lake New Technology Development Zone, Wuhan at 14:30 on January 26, 2022. The shareholders’ meeting was convened by the board of directors of the company and presided over by Mr. Zhou Lianghui, chairman of the company.
(III) online voting time of the shareholders’ meeting: the time of online voting through the trading system of Shanghai Stock Exchange is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on the day of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders, the articles of association and relevant laws and regulations, and the qualification of the convener of the meeting is legal and effective.
2、 About the qualifications of the people attending the general meeting of shareholders
(I) according to the notice of the meeting, after the closing of the stock market on the equity registration date (January 20, 2022), the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. are entitled to attend the general meeting of shareholders. If a shareholder is unable to attend the meeting for some reason, he may entrust an agent to attend the meeting.
There are 9 shareholders with voting rights and their proxies attending the on-site meeting of the general meeting of shareholders, and shareholders voting through the Internet, representing 105549152 shares, accounting for 53.9617% of the company’s total share capital of 195600000 shares, including:
1. There are 0 shareholders and shareholder agents who vote on site, representing 0 shares, accounting for 0% of the total shares of the company.
2. A total of 9 shareholders voted online, representing 105549152 shares of the company, accounting for 53.9617% of the total shares of the company. The identity of shareholders participating in online voting has been certified by the system of Shanghai Stock Exchange. (II) some directors, supervisors and senior managers of the company.
(III) our lawyers song Hao and Liu Chang.
After verification by the lawyers of the firm, the above-mentioned persons’ participation in the general meeting of shareholders complies with the provisions of the company law, the rules of the general meeting of shareholders, the articles of association and relevant laws and regulations, and their participation qualifications are legal and valid.
3、 Proposal of this shareholders’ meeting
According to the notice of the meeting, the matters submitted to the shareholders’ meeting for deliberation are:
(I) non cumulative voting proposal
1. Proposal on Amending the ” Wuhan National Pharmaceutical Technology Co.Ltd(600421) related party transaction management system” 2. Proposal on Directors’ allowance of the eighth board of directors of the company
3. Proposal on supervisor’s allowance of the 8th board of supervisors of the company
(II) cumulative voting proposal
4. Proposal on the election of non independent directors of the eighth board of directors
4-1 elect Zhou Lianghui as a non independent director of the 8th board of directors
4-2 elect Jin Chaoyang as a non independent director of the 8th board of directors
4-3 elect Shuai Qu as a non independent director of the 8th board of directors
4-4 elect Han Dandan as a non independent director of the 8th board of directors
5. Proposal on the election of independent directors of the eighth board of directors
5-1 elect Wang Jinyong as an independent director of the 8th board of directors
5-2 elect Zhang Xuan as an independent director of the 8th board of directors
5-3 elect Che Lei as an independent director of the 8th board of directors
6. Proposal on the election of non employee supervisors of the eighth board of supervisors
6-1 elect Huang kanming as the non employee supervisor of the eighth board of supervisors
6-2 elect Jiang andI as the non employee supervisor of the eighth board of supervisors
According to the verification of our lawyers, there is no amendment or cancellation of the notice of deliberation or addition of temporary proposals at the shareholders’ meeting. The deliberation proposals are consistent with the proposals listed in the meeting notice and comply with the company law, the rules of shareholders’ meeting, the articles of association and relevant laws and regulations.
4、 Voting procedures and results of the general meeting of shareholders
After verification by our lawyers, the company’s shareholders’ meeting deliberated on the proposal included in the meeting notice and voted by open ballot.
(I) voting procedure
Shareholders participating in online voting shall vote on the proposals listed in the meeting notice through the trading system of Shanghai Stock Exchange and the Internet voting platform in the form of open ballot according to the procedures specified in the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange.
After the voting, the company consolidated and counted the voting results of on-site voting and online voting.
(II) voting results
After inspection, the company counted the voting results after the voting of the general meeting of shareholders. The proposals listed in the notice of the meeting were voted and passed at the shareholders’ meeting. The voting results are as follows:
1. Voting on the proposal on Amending the ” Wuhan National Pharmaceutical Technology Co.Ltd(600421) related party transaction management system”: 105181652 shares were agreed, accounting for 99.6518% of the shares held by all shareholders attending the meeting; Against 367500 shares, accounting for 0.3482% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 8429129 shares were approved, accounting for 95.8222% of the shares held by minority shareholders attending the meeting; Against 367500 shares, accounting for 4.1778% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
2. Proposal on Directors’ allowance of the 8th board of directors of the company
Voting: 105007152 shares were approved, accounting for 99.4864% of the shares held by all shareholders attending the meeting; Against 542000 shares, accounting for 0.5136% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 8254629 shares were approved, accounting for 93.8385% of the shares held by minority shareholders attending the meeting; Against 542000 shares, accounting for 6.1615% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
3. Proposal on supervisor’s allowance of the 8th board of supervisors of the company
Voting: 105007152 shares were approved, accounting for 99.4864% of the shares held by all shareholders attending the meeting; Against 542000 shares, accounting for 0.5136% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
Among them, the voting of minority shareholders: 8254629 shares were approved, accounting for 93.8385% of the shares held by minority shareholders attending the meeting; Against 542000 shares, accounting for 6.1615% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
4. Proposal on the election of non independent directors of the eighth board of directors
4-1 elect Zhou Lianghui as a non independent director of the 8th board of directors
Voting: 62892766 votes in favor, accounting for 59.5862% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders: 374504 votes, accounting for 4.2573% of the shares held by minority shareholders attending the meeting.
4-2 elect Jin Chaoyang as a non independent director of the 8th board of directors
Voting: 104921756 votes in favor, accounting for 99.4055% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders: 8169233 votes, accounting for 92.8677% of the shares held by minority shareholders attending the meeting.
4-3 elect Shuai Qu as a non independent director of the 8th board of directors
Voting: 62892766 votes in favor, accounting for 59.5862% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders: 374504 votes, accounting for 4.2573% of the shares held by minority shareholders attending the meeting.
4-4 elect Han Dandan as a non independent director of the 8th board of directors
Voting: 105121756 votes were approved, accounting for 99.5950% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders: 8369233 votes, accounting for 95.1413% of the shares held by minority shareholders attending the meeting.
5. Proposal on the election of independent directors of the eighth board of directors
5-1 elect Wang Jinyong as an independent director of the 8th board of directors
Voting: 62892764 votes in favor, accounting for 59.5862% of the shares held by all shareholders attending the meeting. Voting of minority shareholders: 374502 votes, accounting for 4.2573% of the shares held by minority shareholders attending the meeting.
5-2 elect Zhang Xuan as an independent director of the 8th board of directors
Voting: 105121754 votes in favor, accounting for 99.5950% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders: 8369231 votes, accounting for 95.1413% of the shares held by minority shareholders attending the meeting.
5-3 elect Che Lei as an independent director of the 8th board of directors
Voting: 62892764 votes in favor, accounting for 59.5862% of the shares held by all shareholders attending the meeting. Voting of minority shareholders: 374502 votes, accounting for 4.2573% of the shares held by minority shareholders attending the meeting.
6. Proposal on the election of non employee supervisors of the eighth board of supervisors
6-1 elect Huang kanming as the non employee supervisor of the eighth board of supervisors
Voting: 62892764 votes in favor, accounting for 59.5862% of the shares held by all shareholders attending the meeting. Voting of minority shareholders: 374502 votes, accounting for 4.2573% of the shares held by minority shareholders attending the meeting.
6-1 elect Jiang andI as the non employee supervisor of the eighth board of supervisors
Voting: 105121754 votes in favor, accounting for 99.5950% of the shares held by all shareholders attending the meeting. Among them, the voting of minority shareholders: 8369231 votes, accounting for 95.1413% of the shares held by minority shareholders attending the meeting.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening of the company’s first extraordinary general meeting of shareholders in 2022, the qualifications of participants and conveners, voting procedures and voting results comply with the provisions of the company law, the rules of general meeting of shareholders, the articles of association and relevant laws and regulations, and the resolutions of this general meeting of shareholders are legal and effective. This legal opinion is made in three originals, which shall come into force after being signed and sealed and have the same legal effect.
(there is no text below, followed by the page of signature and seal)
(there is no text on this page, which is the signature and seal page of the legal opinion of Hubei Yingda law firm on the first extraordinary general meeting of shareholders in Wuhan National Pharmaceutical Technology Co.Ltd(600421) 2022) person in charge of Hubei Yingda law firm: Li Ming:
Handling lawyer:
Song Hao: Liu Chang: Signature Date: January 26, 2022
