Beijing Guofeng law firm
Legal opinion on Shanghai Raas Blood Products Co.Ltd(002252) the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0047
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
Beijing Guofeng law firm
About Shanghai Raas Blood Products Co.Ltd(002252)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0047
To: Shanghai Raas Blood Products Co.Ltd(002252)
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the “rules”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) According to the requirements of laws and regulations, normative documents and the articles of association of Shanghai Raas Blood Products Co.Ltd(002252) (hereinafter referred to as the “articles of association”), Beijing Guofeng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shanghai Raas Blood Products Co.Ltd(002252) (hereinafter referred to as “the company”) and appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), And issue this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s general meeting of shareholders, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues. In this legal opinion, according to the requirements of the rules, our lawyers only express their opinions on the qualification of the convener, the convening and convening procedures, the qualification of the attendees, the proposal of new proposals, the voting procedures and the legitimacy of the voting results of the general meeting of shareholders, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at this shareholders’ meeting and the facts or data expressed in these proposals. Our lawyers shall bear corresponding responsibilities for this legal opinion according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, checked and verified the relevant documents and matters provided by the company, and attended the first extraordinary general meeting of shareholders of the company in 2022. The legal opinions are as follows:
1、 On the qualification of the convener of this general meeting of shareholders and the procedures for convening and convening
(I) upon the inspection of the lawyers of the firm, the shareholders’ meeting of the company was convened by the board of directors of the company. On January 28, 2022, the board of directors of the company opened the website of Shenzhen Stock Exchange (www.szse. Com. CN.) And other information disclosure media designated by the CSRC published the notice of Shanghai Raas Blood Products Co.Ltd(002252) on convening the first extraordinary general meeting of shareholders in 2022. Upon examination, the lawyers of the firm believe that the date of publication of the announcement of the company’s convening of the general meeting of shareholders has exceeded 15 days from the date of the convening of the general meeting of shareholders; The announcement issued by the company specifies the time, place and deliberation items of the meeting, and explains the contents such as the shareholders who have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the general meeting of shareholders, the registration methods of shareholders attending the meeting, etc. The qualification of the convener of this general meeting of shareholders of the company is legal and effective, and the convening, convening procedures and announcement of this general meeting of shareholders comply with the provisions of the company law, the rules and the articles of association.
(II) proposals submitted to the general meeting of shareholders for deliberation
After inspection, the proposals submitted by the board of directors to the shareholders’ meeting for deliberation are as follows:
1. Proposal on by election of independent directors of the company
After inspection, the above proposals comply with the relevant provisions of the company law, the rules and the articles of association. The above proposals have been listed in the announcement of the general meeting of shareholders, and the contents of the above proposals have been fully disclosed.
(III) it is verified that the on-site meeting of the general meeting of shareholders will be held at 13:00 on Monday, February 14, 2022; Online voting time: the online voting system of Shenzhen stock exchange is adopted. The voting time through the trading system voting platform is the trading time on Monday, February 14, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The specific time of voting through the Internet voting platform of Shenzhen stock exchange is any time during 9:15-15:00 on February 14, 2022.
(IV) after inspection, the meeting place of the general meeting of shareholders is: Nanjiao Hotel, No. 398 Zhanyuan Road, Nanqiao new town, Fengxian District, Shanghai; The voting method is the combination of on-site voting and online voting.
Upon the inspection of the lawyers of the firm, the shareholders’ meeting was held in accordance with the time and place of the meeting, the way of attending the meeting, the way of voting and the convening procedures specified in the articles of association.
2、 On the qualifications of the attendees of the general meeting of shareholders
According to the company law, the securities law, the rules, the articles of association and the announcement on convening the general meeting of shareholders, the personnel participating in the general meeting of shareholders shall be:
(I) as of the closing of the market on Wednesday, February 9, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The agent does not have to be a shareholder of the company;
(II) directors, supervisors and senior managers of the company;
(III) witness lawyers employed by the company and other guests invited by the board of directors;
(IV) other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
According to the inspection of our lawyers, 49 shareholders and shareholders’ agents attended the shareholders’ meeting of the company, representing 3103991072 shares, accounting for 46.0479% of the total voting shares of the company. Among them, 9 shareholders and shareholders’ agents participated in the voting of the shareholders’ meeting, representing 30235629 shares, accounting for 44.8548% of the total voting shares of the company; A total of 40 shareholders and shareholder agents participated in online voting, representing 80425443 shares, accounting for 1.1931% of the total voting shares of the company. The lawyers of the firm believe that the qualifications of shareholders and their agents attending the general meeting of shareholders meet the provisions of the company law, the securities law and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders; There is no case that the voting rights of shareholders and their representatives attending the general meeting of shareholders are invalid, the proxy is invalid or leads to potential disputes.
3、 Proposal of new proposal
Witnessed by our lawyers, no shareholders put forward new proposals at this shareholders’ meeting.
4、 Voting procedures of the general meeting of shareholders
After verification, the shareholders’ meeting voted on the proposal by combining on-site voting and online voting in accordance with the voting procedures specified in laws, regulations and the articles of association. The scrutineer, the vote counter and the lawyer of the Office jointly scrutinize and count the votes, and announce the voting results on the spot. The shareholders and their proxies present at the meeting raised no objection to the voting results.
5、 Voting results of the general meeting of shareholders
According to the provisions of the articles of association, the proposals to be considered at the general meeting of shareholders must be approved by more than half of the effective voting rights held by the shareholders and their agents attending the general meeting of shareholders, and the votes of small and medium-sized investors will be counted separately.
According to the on-site inspection of our lawyers, the proposals considered at this shareholders’ meeting have been adopted by more than half of the effective voting rights held by the shareholders and shareholders’ agents attending this shareholders’ meeting, and the votes of small and medium-sized investors have been counted separately. See the announcement of this shareholders’ meeting for the specific voting results of this shareholders’ meeting and the separate vote counting of small and medium-sized investors.
6、 Concluding observations
In conclusion, our lawyers believe that the qualification of the convener of this general meeting of shareholders of the company is legal and effective, and the convening, convening procedures and announcement of this general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of Association; The qualification of the participants is legal and valid; The voting procedures and results comply with the provisions of laws, regulations and the articles of Association; The relevant resolutions adopted at this shareholders’ meeting are legal and valid.
Legal opinions in duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the first extraordinary general meeting of shareholders in Shanghai Raas Blood Products Co.Ltd(002252) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Meng Wenxiang
Liu Liang
February 14, 2022
