Room 2803-04, 28th floor, building 3, Kerry construction Plaza, No. 1-1, Zhongxin 4th Road, Futian District, Shenzhen, Guangdong Province zip code: 518048 Tel: (86-755) 2939-5288 Fax: (86-755) 2939-5289 [email protected]. Shenzhen JUNHE law firm (Beijing)
About Shenzhen Yhlo Biotech Co.Ltd(688575)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shenzhen Yhlo Biotech Co.Ltd(688575)
Beijing JUNHE (Shenzhen) law firm (hereinafter referred to as “the firm”) accepts Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) biological
Entrusted by Technology Co., Ltd. (hereinafter referred to as “your company” or “the company”), for the first time in 2022
Matters related to the convening of this extraordinary general meeting of shareholders (hereinafter referred to as “this general meeting of shareholders”) shall be handled in accordance with the
Company law of the people’s Republic of China (hereinafter referred to as “company law”), securities law of the people’s Republic of China, China Securities
Rules for the general meeting of shareholders of listed companies (hereinafter referred to as “rules for the general meeting of shareholders”) promulgated by the Regulatory Commission
And other current Chinese laws, regulations, rules and normative documents (hereinafter referred to as “Chinese laws and regulations”)
For the purpose of this legal opinion, “China” does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Provincial) and the current Shenzhen Yhlo Biotech Co.Ltd(688575) articles of Association (hereinafter referred to as the “articles of association”)
This legal opinion is issued in accordance with the relevant provisions of the.
This legal opinion only deals with the convening and convening procedures of this general meeting of shareholders and the personnel attending this general meeting of shareholders
Whether the qualification, convener qualification and voting procedures of the meeting comply with Chinese laws, regulations and the articles of association
And whether the voting results are legal and effective. In this legal opinion, we only rely on this
The facts that occurred on and before the date of issuance of the legal opinion and the understanding of this fact by this exchange are only for this shareholders’ meeting
The club will express legal opinions on relevant Chinese legal issues involved, and will not express any opinions on any other issues
See you.
This legal opinion is only for your company’s use for the purpose of this general meeting of shareholders without the prior written consent of the exchange
Agree not to be used by anyone for any other purpose or purpose.
Beijing headquarters Tel: (86-10) 8519-1300 Shanghai Branch Tel: (86-21) 5298-5488 Guangzhou Branch Tel: (86-20) 2805-9088 Shenzhen Branch Tel: (86-755) 2939-5288
Fax: (86-10) 8519-1350 Fax: (86-21) 5298-5492 Fax: (86-20) 2805-9099 Fax: (86-755) 2939-5289
Hangzhou branch Tel: (86-571) 2689-8188 Chengdu Branch Tel: (86-28) 6739-8000 Qingdao Branch Tel: (86-532) 6869-5000 Dalian Branch Tel: (86-411) 8250-7578
Fax: (86-571) 2689-8199 Fax: (86-28) 67398001 Fax: (86-532) 6869-5010 Fax: (86-411) 8250-7579
Haikou Branch Tel: (86-898) 6851-2544 Tianjin Branch Tel: (86-22) 5990-1301 Hong Kong Branch Tel: (852) 2167-0000 New York branch Tel: (1-212) 703-8702
Fax: (86-898) 6851-3514 Fax: (86-22) 5990-1302 Fax: (852) 2167-0050 Fax: (1-212) 703-8720
Phone number of Silicon Valley Branch: (1-888) 886-8168
Fax: (1-888) 808-2168 www.junhe.com com. In accordance with the relevant provisions and requirements of Chinese laws and regulations, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, your company has verified and verified the documents and facts related to the convening of the shareholders’ meeting provided by your company.
In the process of our lawyer’s verification of the relevant documents provided by your company, we assume that: 1. All signatures, seals and seals in the documents provided to us are true, and all documents submitted to us as originals are true, accurate and complete; 2. All facts stated in the documents provided to the exchange are true, accurate and complete; 3. The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized; 4. All copies provided to the exchange are consistent with the original, and the originals of these documents are true, accurate and complete; 5. All materials announced by your company on the designated information disclosure media are complete, sufficient and true, and there is no falsehood, concealment or major omission.
Based on the above, our lawyers give the following legal opinions:
On the convening and convening procedures of this general meeting of shareholders
According to the resolution of the third meeting of the third board of directors of Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) Biotechnology Co., Ltd. made by the board of directors of your company on January 14, 2022 and the notice of Shenzhen Shenzhen Yhlo Biotech Co.Ltd(688575) Biotechnology Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of general meeting of shareholders”) announced on January 15, 2022 ”）, the board of directors of your company notified the shareholders in the form of announcement 15 days before the shareholders’ meeting and decided to hold the shareholders’ meeting on February 7, 2022. On January 26, 2022, the board of directors of the company received the letter on proposing to increase Shenzhen Yhlo Biotech Co.Ltd(688575) the interim proposal of the first extraordinary general meeting of shareholders in 2022 submitted in writing by Mr. Hu Fuhui, the actual controller of the company, and proposed to submit the proposal on the prediction of the company’s daily connected transactions to the first extraordinary general meeting of shareholders in 2022 for deliberation. The above proposal has been deliberated and adopted at the fourth meeting of the third board of directors held by the company on January 26, 2022 in the form of on-site and communication. According to the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders: shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. Mr. Hu Fuhui directly holds 158687060 shares of the company, accounting for 39.18% of the total shares of the company. The board of directors of the company believes that the content of the above proposal belongs to the scope of authority of the general meeting of shareholders of the company, and the time and procedure of the proposal comply with the articles of association, rules of procedure of the general meeting of shareholders and other relevant provisions. The board of directors of the company agrees to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The board of directors of the company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 The Shenzhen Yhlo Biotech Co.Ltd(688575) about
Announcement on adding temporary proposals at the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “supplementary announcement”). According to the verification of our lawyers, the notice of the general meeting of shareholders and the supplementary announcement have specified the convener, time, place, date of equity registration, method of holding the meeting, matters to be considered at the meeting, as well as the participants and registration methods of the meeting.
According to the verification of our lawyers, the shareholders’ meeting was held by combining on-site voting and online voting.
According to the verification of our lawyers, your company provides online voting services to shareholders through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of online voting through the online voting system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022; The specific time for online voting through the Internet voting system of Shanghai Stock Exchange is 09:15 a.m. – 15:00 p.m. on February 7, 2022.
According to the witness of our lawyer, your company held the on-site meeting of the general meeting of shareholders in the conference room of Building 1, biotechnology plant Shenzhen Yhlo Biotech Co.Ltd(688575) Baolong Second Road, Baolong street, Longgang District, Shenzhen, Guangdong Province on February 7, 2022. The meeting was presided over by Mr. Hu Fuhui, chairman of the company.
According to the verification of our lawyers, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the contents of the notice of the shareholders’ meeting and the supplementary announcement.
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
On the qualification of on-site attendants and conveners of the general meeting of shareholders
According to the register of shareholders issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, which indicates that your company has closed at the afternoon of January 25, 2022, and the identity certificates of shareholders attending the on-site meeting, there are three shareholders attending the general meeting, all of whom are shareholders’ representatives or natural person shareholders, 160437060 voting shares representing your company, accounting for 39.6141% of the total voting shares of your company. All the above shareholders have the right to attend the general meeting of shareholders.
According to the statistics of online voting results of the general meeting of shareholders provided by Shanghai Securities Information Co., Ltd., a total of 1 shareholder participated in online voting through the trading system and Internet voting system of Shanghai Stock Exchange, representing 500 voting shares of your company, accounting for 0.0001% of the total voting shares of your company.
According to the review of our lawyers, in addition to the shareholders of your company, some directors, supervisors, senior managers, our lawyers and other persons invited by your company also attended and attended the shareholders’ meeting on site.
According to the notice of shareholders’ meeting, the convener of this shareholders’ meeting is the board of directors of your company.
To sum up, our lawyers believe that the qualifications of the on-site attendants and the convener of the general meeting of shareholders meet the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association. Voting procedures and voting results of the general meeting of shareholders
According to the witness of our lawyer, the on-site meeting of the general meeting of shareholders adopted open ballot and voted on the proposals listed in the agenda of the general meeting of shareholders. When the general meeting of shareholders votes on the proposal, the representatives of shareholders, supervisors and lawyers of the exchange shall be jointly responsible for counting and supervising the votes.
According to the statistical table of online voting results of the general meeting of shareholders sent by Shanghai Securities Information Co., Ltd., your company has combined the voting results of on-site voting and online voting for the proposals under consideration, and the shareholder representatives, supervisor representatives and lawyers of your company have counted the voting results.
According to the trial of our lawyers
