Beijing Jinchengtongda (Shanghai) law firm
About Galaxy Biomedical Investment Co.Ltd(000806)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
February, 2002
To: Galaxy Biomedical Investment Co.Ltd(000806)
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”) and other current effective laws, regulations and normative documents in China, as well as the relevant provisions of the Galaxy Biomedical Investment Co.Ltd(000806) articles of Association (hereinafter referred to as the “articles of association”), Beijing Jinchengtongda (Shanghai) law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Galaxy Biomedical Investment Co.Ltd(000806) (hereinafter referred to as “the company”), appointed lawyer sun Yiwen and lawyer Hong Wei to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”), witnessed the general meeting of shareholders and issued this legal opinion.
In order to issue this legal opinion, our lawyers consulted the relevant documents of the company’s general meeting of shareholders and listened to the company’s statements and explanations of relevant facts. The company has promised that the relevant documents and statements and explanations provided to the exchange are true, accurate and complete, the relevant copies and copies are consistent with the original materials, and there are no false records, misleading statements or major omissions.
The lawyers of the firm only discuss the convening and convening procedures of the general meeting of shareholders, the qualifications of the attendants and conveners, the legal opinions of the firm based on the facts that have occurred or existed before the date of issuance of this legal opinion, the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association Express legal opinions on voting procedures, voting results and other related matters. Our lawyers do not express opinions on the content of the proposal of the shareholders’ meeting and the authenticity, accuracy and completeness of the facts and data stated in the proposal.
This legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose or purpose. Our lawyer agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. On January 22, 2022, the company was on cninfo.com（ http://www.cn.info.com.cn./ ）The notice of Galaxy Biomedical Investment Co.Ltd(000806) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the general meeting of shareholders”) was published. The notice of the general meeting of shareholders set out the time and place of the general meeting, the matters to be considered at the meeting, the participants of the meeting, the registration method of the meeting and other matters.
(II) convening of this general meeting of shareholders
The shareholders’ meeting of the company was held at 14:00 on February 11, 2022 in the conference room of the comprehensive office building of Galaxy software technology park, Beihai, Guangxi. The on-site meeting was presided over by Mr. Liu Keyang, chairman of the company. The actual location and contents of the meeting are consistent with those disclosed in the notice of the general meeting of shareholders.
The shareholders’ meeting adopts the combination of on-site voting and online voting, and the online voting time is February 11, 2022. Among them, the time for online voting through the trading system of Shenzhen 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 time for online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on the day of the general meeting of shareholders.
Verified by the lawyers of the firm, the board of directors of the company has notified all shareholders in the form of announcement in accordance with relevant regulations before the convening of the general meeting of shareholders, and the place and content of the general meeting of shareholders of the company are in line with the contents of the notice of the general meeting of shareholders.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders
(I) shareholders and their proxies attending the general meeting of shareholders
According to the verification of our lawyers, there were [81] shareholders and shareholder agents attending the general meeting of shareholders, and the number of voting shares held was [431456118], accounting for [39.2264]% of the total share capital of the company, including:
1. Shareholders and their agents attending the on-site meeting
A total of [3] shareholders and shareholders’ agents attended the on-site meeting of the general meeting of shareholders, holding a total of [261819841] shares with voting rights, accounting for [23.8037]% of the total share capital of the company.
2. Shareholders participating in online voting
A total of [78] shareholders participated in the online voting of the general meeting of shareholders, representing a total of [169636277] shares with voting rights, accounting for [15.4227]% of the total share capital of the company. The identity of shareholders who vote through online voting shall be verified by Shenzhen Securities Information Co., Ltd.
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting as nonvoting delegates are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
(III) convener of the general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company.
Our lawyers believe that the qualifications of the convener of the general meeting of shareholders and the personnel attending the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the general meeting of shareholders adopted a combination of on-site open voting and online voting to vote on the matters listed in the notice of the general meeting of shareholders one by one. After the online voting, the online voting system of Shenzhen stock exchange provided the company with the statistical results of the online voting of the general meeting of shareholders; After the voting at the on-site meeting, the shareholder representative and supervisor shall count the voting situation. The company consolidated and counted the voting results of on-site voting and online voting according to relevant rules.
(II) voting results of the general meeting of shareholders
The voting proposals of the general meeting of shareholders are as follows:
1. Deliberated and passed the proposal on signing the agreement on credit and debt repayment
Avoidance of voting:
The related shareholder Galaxy Tiancheng Group Co., Ltd. is the controlling shareholder of the company and holds [261803141] voting shares of the company. When voting on this proposal, he avoided voting and avoided voting [261803141] shares.
Voting results:
Agree to [167745455] shares, accounting for [98.8756]% of the total voting shares held by shareholders who attend the meeting and have voting rights (including all shareholders who attend the meeting on site and through online voting, the same below); [1907522] opposed shares, accounting for [1.1244] of the total voting shares held by shareholders who attended the meeting and had voting rights;
Abstain from [0] shares, accounting for [0]% of the total voting shares held by shareholders who attend the meeting and have voting rights. Voting of minority shareholders:
Agree to [25645455] shares, accounting for [93.0769] of the total voting shares held by minority shareholders attending the meeting and having voting rights (including all minority shareholders attending the meeting on site and voting through Internet, the same below);
[1907522] opposed shares, accounting for [6.9231]% of the total voting shares held by minority shareholders who attended the meeting and had voting rights;
Abstain from [0] shares, accounting for [0]% of the total voting shares held by minority shareholders who attend the meeting and have voting rights.
According to the verification of our lawyers, all the proposals considered and voted at the shareholders’ meeting of the company are those listed in the notice of the shareholders’ meeting of the company, and the matters considered at the shareholders’ meeting are consistent with those listed in the notice of the shareholders’ meeting.
Our lawyers believe that the voting procedures and voting results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, and are legal and effective. 4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of the convener and the personnel attending the general meeting, the voting procedures and the voting results of the company’s general meeting are in line with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association of the company, and are legal and effective. The resolutions formed at this general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Jinchengtongda (Shanghai) law firm on the first extraordinary general meeting of shareholders in Galaxy Biomedical Investment Co.Ltd(000806) 2022)
Handling lawyer of Beijing Jincheng Tongda (Shanghai) law firm: Sun Yiwen
Person in charge: Handling lawyer: ye lelei, Hong Wei
February 11, 2022
