Beijing Jindu law firm
About Berry Genomics Co.Ltd(000710)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Berry Genomics Co.Ltd(000710)
Beijing Jindu law firm (hereinafter referred to as “the firm”) accepts the entrustment of Berry Genomics Co.Ltd(000710) (hereinafter referred to as “the company”), 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws and administrative regulations in force in the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) According to the regulations and normative documents and the articles of association of Berry Genomics Co.Ltd(000710) (hereinafter referred to as the “articles of association”) in force, a lawyer was appointed 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 February 7, 2022, and issued this legal opinion on the relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 Articles of Association;
2. The announcement on the resolution of the 15th meeting of the ninth board of directors published on cninfo.com and the website of Shenzhen Stock Exchange on January 15, 2022;
3. The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) published on cninfo.com and the website of Shenzhen Stock Exchange on January 15, 2022;
4. Berry Genomics Co.Ltd(000710) suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022 published on cninfo.com and the website of Shenzhen Stock Exchange on January 29, 2022;
5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
6. Registration records and certificate materials of shareholders attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
8. The proposal of the general meeting of shareholders of the company and relevant announcement documents;
9. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued at this shareholders’ meeting are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and convening of the shareholders’ meeting and the documents provided by the company, and now issued the following legal opinions: I. the convening and convening procedures of the shareholders’ meeting
(I) convening of the general meeting of shareholders
On January 14, 2022, the 15th meeting of the ninth board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on February 7, 2022.
On January 15, 2022, the company published the notice of Berry Genomics Co.Ltd(000710) on convening the first extraordinary general meeting of shareholders in 2022 in the form of announcement on the information disclosure platform designated by the CSRC, such as cninfo.com and the website of Shenzhen Stock Exchange.
On January 29, 2022, the company published the suggestive announcement of Berry Genomics Co.Ltd(000710) on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure platform designated by the CSRC, such as cninfo.com and the website of Shenzhen Stock Exchange.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 15:30 p.m. on February 7, 2022 in the conference room on the 6th floor of the company, building 5, yard 4, shengshengyuan Road, Changping District, Beijing.
3. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 7, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of the shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association. 2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of shareholders attending the shareholders’ meeting, the power of attorney and other relevant materials, and confirmed that there were 3 shareholders and shareholders’ agents attending the company’s shareholders’ meeting, representing 998409 voting shares, accounting for 0.2816% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 14 shareholders participated in the online voting of the general meeting of shareholders, representing 114020422 voting shares, accounting for 32.1541% of the total voting shares of the company.
Among them, there are 14 shareholders (hereinafter referred to as “small and medium-sized investors”) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 7350598 voting shares, accounting for 2.0729% of the total voting shares of the company.
To sum up, the total number of shareholders attending the shareholders’ meeting is 17, representing 115018831 voting shares, accounting for 32.4357% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also include some directors, supervisors, Secretary of the board of directors and lawyers of the firm.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association. 3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposal considered at this shareholders’ meeting is consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the shareholder representatives and the lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. Proposal on the company’s abandonment of the equity acquisition right of Fujian Herui acquiree in the first window period
Voting: 114896531 shares were approved, accounting for 99.8937% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 122300 opposed shares, accounting for 0.1063% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Voting of minority shareholders: 7228298 shares were approved, accounting for 98.3362% of the total number of valid voting shares of minority shareholders and proxy representatives of minority shareholders attending the meeting; 122300 opposed shares, accounting for 1.6638% of the total number of valid voting shares of minority shareholders and proxy representatives of minority shareholders attending the meeting; 0 shares abstained (including 0 shares by default due to non voting), accounting for 0% of the total number of valid voting shares of minority shareholders and proxy representatives of minority shareholders attending the meeting.
Voting result: adopted.
The above proposal involves related party transactions, and related shareholders have avoided voting.
The lawyers of the firm believe that the voting procedures and the number of votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective. 4、 Concluding observations
To sum up, the convening procedures of the general meeting are in accordance with the provisions of the company law and the articles of association, and the relevant laws and regulations of the company; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate.
(there is no text below, which is 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 Beijing Jindu law firm on the first extraordinary general meeting of shareholders in Berry Genomics Co.Ltd(000710) 2022)
Handling lawyer of Beijing Jindu law firm:
Xie Yuanxun
Liu Yang
Person in charge:
Wang Ling
February 7, 2002
