Postal Code: 200041 Tel: (86-21) 5298 5488 Fax: (86-21) 5298 5492 [email protected]. JUNHE law firm Shanghai Branch
About Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) ：
JUNHE law firm Shanghai Branch (hereinafter referred to as “the firm”) accepts the entrustment of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as “the company” or ” Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) “) and appoints the handling lawyer of the firm to attend
The company was established on February 15, 2022 in Suzhou Zejing biological, No. 262 CHENFENG Road, Yushan Town, Kunshan City, Jiangsu Province
The on-site meeting of the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting”) held in the large conference room on the second floor of Pharmaceutical Co., Ltd. The exchange is now in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other current laws of China (for the purpose of this legal opinion, “China” does not include Hong Kong Special administrative region, Macao Special Administrative Region and Taiwan) This legal opinion is issued in accordance with the relevant provisions of laws, regulations and normative documents, the Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the general meeting of shareholders.
In order to issue this legal opinion, we have examined the relevant documents and their copies provided by the company, checked the originals of the relevant documents, and obtained the following guarantee from the company: the company has provided us with the original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, There is no omission or concealment; The copy materials or copies provided are completely consistent with the original materials or originals, and the effectiveness of the original of each document has not been revoked by relevant government departments within its validity period, and
Held by their respective legal holders on the date of issuance of this legal opinion; The documents provided and the signatures and seals on the documents are true; The documents and facts provided are true, accurate and complete. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments or other relevant institutions, and the instructions or confirmation issued by the company or other parties to issue this legal opinion.
This legal opinion only expresses opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, whether the voting procedures of the meeting comply with the provisions of relevant Chinese laws, regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinion on the authenticity, accuracy or legitimacy of the contents of the proposals considered at this shareholders’ meeting and the relevant facts or data expressed in such proposals. 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 holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
1. On January 19, 2022, the company held the 26th meeting of the first board of directors, deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) the first extraordinary general meeting of shareholders in 2022 on February 15, 2022.
2. On January 20, 2022, the board of directors of the company announced at Shanghai Stock Exchange (www.sse. Com. CN.) And the designated media disclosed the notice of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) on convening the first extraordinary general meeting of shareholders in 2022, listing the voting method of the general meeting of shareholders, the date, time and place of the on-site meeting, the system of online voting, the starting and ending date and voting time, the deliberation matters of the meeting, voting precautions, the participants of the meeting, the registration method of the meeting, etc.
(II) convening procedures of the general meeting of shareholders
1. The general meeting of shareholders was held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on February 15, 2022 in the conference room on the second floor of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) No. 262 CHENFENG Road, Yushan Town, Kunshan City, Jiangsu Province.
3. According to the notice of the shareholders’ meeting, the online voting of the shareholders’ meeting adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
After verification by the lawyers of the exchange, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of the meeting and the matters submitted to the meeting for deliberation.
To sum up, our lawyers believe that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, regulations, normative documents and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) qualification of convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
(II) qualification of personnel attending the general meeting of shareholders
1. According to the statistical data and relevant verification documents of shareholders (and shareholders’ agents) attending the on-site meeting provided by the company, there are 6 shareholders or shareholders’ agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares held is 94353120, accounting for 39.3138% of the total shares of the company on the equity registration date. According to the statistical data of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd., 77 shareholders or shareholder agents participated in the online voting of the general meeting of shareholders, holding 19587567 shares, accounting for 8.1615% of the total shares of the company on the equity registration date.
2. In addition to the above-mentioned personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included some directors, supervisors and Secretary of the board of directors of the company. Lawyers and other senior managers of the firm attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. Our lawyers are unable to verify the qualification of such shareholders. On the premise that the qualification of such shareholders participating in the online voting of the general meeting of shareholders meets the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualifications of the convener and attendees of the general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of this 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 representatives of shareholders, supervisors and lawyers of the firm. The shareholders and shareholders’ representatives attending the on-site voting of the general meeting of shareholders did not raise any objection to the on-site voting results.
3. Shareholders participating in online voting exercised their voting rights through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform of Shanghai Stock Exchange within the specified online voting time. After the online voting, Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the statistical data files of online voting.
4. The host 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 voting of this general meeting of shareholders is as follows: non cumulative voting proposal in accordance with laws, regulations, normative documents and the articles of association
Voting results
No. name of proposal accounts for valid voting
Affirmative vote shares (%) negative vote abstention vote
On acquisition of holding subsidiaries
1. Some shares of gensun and related companies 29053635 98.0901 565692 0
Transaction proposal
Proposal for authorization of the general meeting of shareholders
Full powers of the board of directors and its authorized persons
2 handle the acquisition of holding subsidiary 29040690 98.0464 578637 0
Matters related to some shares of gensun
Appropriate proposal
In the above proposal, the related shareholders zelinsheng (Sheng Zelin), Lu Huiping, Ningbo zeao equity investment management partnership (limited partnership), Ningbo Jingchen investment partnership (limited partnership) and Kunshan Jingao pharmaceutical technology partnership (limited partnership) conducted a vote of avoidance, with a total of 84321360 shares.
In conclusion, our lawyers believe that the voting procedures and votes of this general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations, normative documents and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; Legal procedures and voting results of the general meeting of shareholders.
The exchange agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders in accordance with relevant regulations. The original of this legal opinion is in triplicate, which will come into force after being signed by the lawyer of this office and stamped with the official seal of this office.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of JUNHE law firm Shanghai Branch on Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) the first extraordinary general meeting of shareholders in 2022)
JUNHE law firm Shanghai Branch (seal) Person in charge: Shao Chunyang handling lawyer: Xu Shengao Handling lawyer: Geng Qixing MM DD YY
