COPYRIGHT© Jilin Zixin Pharmaceutical Industrial Co.,Ltd.

COPYRIGHT© 2018  吉林紫鑫药业股份有限公司

Legal Opinions of Beijing Jing Law Firm Dalian Branch on Jilin Zixin Pharmaceutical Co., Ltd. to Hold the Second Extraordinary

Page view

Beijing Kyoto Law Firm Dalian Branch About Jilin Zixin Pharmaceutical Co., Ltd.

Convene the second extraordinary shareholders meeting in 2014

Law, law, book

To: Jilin Zixin Pharmaceutical Co., Ltd.

Beijing Branch of Beijing Law Firm (hereinafter referred to as “the Firm”) accepted the entrustment of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) and appointed our lawyers Wang Xiuhong and Qu Chengliang to attend the company’s 2014 The Second Extraordinary General Meeting of Shareholders reviewed, witnessed and issued legal opinions on the convening and convening procedures of the company's general meeting of shareholders, the qualifications of the convener and attending meeting, and the proposal and voting procedures.

Our lawyers are in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Regulations of the Shareholders' General Meeting of Listed Companies" of the China Securities Regulatory Commission (hereinafter referred to as the "Rules of the General Meeting of Shareholders"), and the Measures for the Administration of Securities Law Business of Law Firms Laws, regulations, normative documents and rules, such as the Law Firm's Securities Law Business Practice Rules (Trial) and the Shenzhen Stock Exchange Stock Listing Rules, and the Shenzhen Stock Exchange SME Board Listed Companies Standard Operation Guidelines And the provisions of the "Articles of Association of Jilin Zixin Pharmaceutical Co., Ltd." (hereinafter referred to as "Articles of Association"), strictly fulfilling its statutory duties, following the principles of diligence and honesty and honesty, the convening of this general meeting, the convener and the attendees The review and verification, verification and witnessing of the qualification and voting procedures are reviewed, and legal opinions are issued based on facts and laws.

The firm and the witness lawyer guarantee that the facts as determined by this legal opinion are true, accurate and complete, and the concluding opinions expressed are legal and accurate. There are no false records, misleading statements or major omissions, and they bear corresponding legal responsibilities.

The company guarantees and promises that it has provided the original raw materials, copy materials or oral testimony necessary for the issuance of this legal opinion to the Stock Exchange. The relevant copy materials and photocopies are consistent with the original; the company provides the documents, The legality of the truthfulness, completeness, legality and validity of the information.

Our lawyers are legally informed based on their understanding of the facts and their understanding of the law.

Our lawyers agree that the company will make this legal opinion as a statutory document held at this general meeting, but it should not be used for any other purpose.

In accordance with the relevant laws and regulations, and in accordance with the recognized business standards, ethics and diligence of the lawyers, our lawyers provide relevant information on the convening and convening, review and voting procedures of the company's shareholders meeting. The documents and related facts have been examined and witnessed. The legal opinions are as follows:

I. The convening and convening of the company's shareholders meeting

(1) Convening on the general meeting of shareholders

The thirteenth meeting of the fifth board of directors of the company passed the resolution of the second extraordinary shareholders meeting of 2014.

The board of directors of the company was listed on Securities Times, Shanghai Securities News, China Securities Journal, Securities Daily and http://www.cninfo.com.cn on March 27, 2014. The website, "Notice of Jilin Zixin Pharmaceutical Co., Ltd. on Holding the Second Extraordinary General Meeting of 2014", will be held at 9:00 am on April 11, 2014 at No. 137, Dongtoudao Street, Nanguan District, Changchun City. The company's conference room held the second extraordinary shareholders meeting in 2014.

Upon review, the above notice of the company fully disclosed and explained the time, place, deliberation matters, the determination of the shareholders and shareholders' qualifications entitled to attend the meeting, the registration methods of the shareholders attending the meeting and the voting methods. .

(2) About the convening of the shareholders' meeting

The company's shareholder meeting was held at 9:00 am on April 11, 2014 at the company meeting room of No. 137, Dongtoudao Street, Nanguan District, Changchun City. The registration of the shareholders or proxies attending the meeting, the time and place of the meeting are in line with the announcement notice.

It has been verified that the convening and convening procedures of the company's general meeting of shareholders are in compliance with the relevant laws, regulations and regulatory documents such as the Company Law and the Rules of the General Meeting of Shareholders and the Articles of Association.

2. Qualifications of attendees and conveneres

(1) Shareholders or proxies attending the meeting

The shareholders or proxies attending the on-site meeting of the shareholders meeting were 2 persons, representing 282,436,292 shares, accounting for 55.06% of the company's total share capital of 512,991,382 shares.

The shareholders or proxies attending the meeting were registered at China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the market closed at 15:00 on April 8, 2014 and were held on April 9-10, 2014 (8:30- 11:30, 14:00-16:30) A company shareholder or shareholder agent who attends the registration formalities at this general meeting.

Upon examination by our lawyers, the above-mentioned shareholders or proxies are legal and valid.

(2) Other personnel attending the meeting

After inspection, other members attending the meeting included some directors, supervisors, senior management personnel of the company and lawyers of the firm hired by the company.

Our lawyers believe that the above-mentioned personnel are eligible to attend the general meeting of shareholders, in line with the relevant provisions of the Company Law and the Articles of Association.

(3) Convener of the general meeting of shareholders

According to the company published in Securities Times, Shanghai Securities News, China Securities Journal, Securities Daily and http://www.cninfo.com.cn, Jilin Zixin The Notice of the Pharmaceutical Industry Co., Ltd. on the Convening of the Second Extraordinary General Meeting of 2014, the convener of this general meeting of shareholders is the board of directors of the company.

It has been verified that the qualifications of the convener of this general meeting are legal and valid.

Third, the voting procedure of this general meeting of shareholders

The company's shareholders meeting was voted on by on-site voting.

The general meeting of shareholders held a serious deliberation on the proposal in the notice of the meeting and voted by ballot. Among them, non-independent directors were elected by cumulative voting. The scrutineer conducted on-site supervision of the shareholder voting process and the voter counting process, and the moderator announced the voting results on the spot. According to the result of the voting, the following resolutions were passed at this general meeting:

1. Proposal on nominating the by-election of independent directors of the fifth board of directors;

Mr. Zhang Lianxue was elected as an independent director of the fifth board of directors of the company.

2. Proposal on by-election of non-independent directors of the fifth board of directors;

Elected Mr. Zhang Zhongwei, Ms. Li Baozhi and Ms. Zhong Yunxiang as non-independent directors of the fifth board of directors of the company.

3. Proposal on nominating the by-election of the supervisors of the fifth board of supervisors;

Ms. Sun Lili was elected as the supervisor of the fifth board of supervisors of the company.

After witnessing and verifying, the voting procedures of the above-mentioned resolutions of the company's shareholders meeting are in compliance with the relevant laws, regulations, normative documents and the Articles of Association of the Company Law.

Fourth, the conclusions

The convening and convening procedures of the company's second extraordinary shareholders meeting in 2014, the convener, the shareholders or proxies attending the meeting and other personnel, the review and voting procedures of the shareholders' meeting are in line with the "Company Law" and the "Shareholders' Meeting" The laws and regulations, normative documents and the relevant provisions of the Articles of Association of the Rules are legal and valid.

This legal opinion is in triplicate and each has the same legal effect.

[This page has no text, this page is the signing page of "Beijing Jingfu Law Firm Dalian Branch on Jilin Zixin Pharmaceutical Co., Ltd. held the second extraordinary general meeting of shareholders in 2014"]

Witness: Beijing Kyoto Law Office Dalian Branch

Person in charge: Hua Yang

Witness lawyer: Wang Xiuhong Qu Chengliang