Notice of Beijing Jiayuan law firm on Shan Dong Kexing Bioproducts Co.Ltd(688136) the second extraordinary general meeting of shareholders in 2022
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi’an
To: Shan Dong Kexing Bioproducts Co.Ltd(688136)
Beijing Jiayuan law firm
About Shan Dong Kexing Bioproducts Co.Ltd(688136)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Jiayuan (2022) – 04-068 Dear Sirs:
Entrusted by Shan Dong Kexing Bioproducts Co.Ltd(688136) (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”) and carried out necessary verification work. Now, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Legal opinions on the convening and convening procedures, the qualifications of conveners and attendees, voting procedures, voting results and other matters of this general meeting of shareholders issued by laws and regulations such as the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of the general meeting of shareholders”) and the Shan Dong Kexing Bioproducts Co.Ltd(688136) articles of Association (hereinafter referred to as the “articles of association”) are as follows: 1 Convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On January 27, 2022, the 31st meeting of the first board of directors of the company deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022.
2. On January 28, 2022, the company issued Shan Dong Kexing Bioproducts Co.Ltd(688136) notice on convening the second extraordinary general meeting of shareholders in 2022 in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (hereinafter collectively referred to as “designated information disclosure media”). 3. The shareholders’ meeting was held by combining on-site voting and online voting. Through Shanghai Securities
Shan Dong Kexing Bioproducts Co.Ltd(688136) Jiayuan legal opinion of the second extraordinary general meeting of shareholders in 2022
The online voting system of the general meeting of shareholders of the exchange provides the shareholders of the company with a voting platform in the form of network.
4. The on-site meeting of the general meeting of shareholders will be held at 14:30 p.m. on February 15, 2022 at the meeting room on the 19th floor, building B, Chuangyi science and technology building, the intersection of high tech middle school 1st Road and science and technology middle 1st Road, Nanshan District, Shenzhen. 5. The online voting time of shareholders in this shareholders’ meeting through the online voting system of Shanghai Stock Exchange is the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 15, 2022; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
6. At 14:30 p.m. on February 15, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in the conference room on the 19th floor, building B, Chuangyi technology building, the intersection of Gaoxin Zhongyi road and Keji Zhongyi Road, Nanshan District, Shenzhen. Mr. Deng Xueqin, the chairman of the board, was unable to attend the meeting on site due to work reasons. After being elected by more than half of the directors, Mr. Zhao Yanqing, the director, presided over the meeting. In conclusion, the exchange believes that:
The convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association. 2、 1. According to the registration data, power of attorney and other supporting documents of the company’s shareholders or their entrusted agents attending the on-site meeting and the data provided by SSE Information Network Co., Ltd., there are a total of 7 shareholders attending the on-site meeting, their entrusted agents and shareholders voting through the Internet, 147423299 representative shares, accounting for 74.1936% of the total voting shares of the company.
2. The company’s directors, supervisors, Secretary of the board of directors and lawyers of the firm attended the shareholders’ meeting, and the company’s senior managers attended the shareholders’ meeting as nonvoting delegates. In conclusion, the exchange believes that:
The qualification of shareholders attending this shareholders’ meeting meets the provisions of the company law, the rules of shareholders’ meeting and the articles of association.
Shan Dong Kexing Bioproducts Co.Ltd(688136) Jiayuan legal opinion of the second extraordinary general meeting of shareholders in 2022
3、 Voting procedures and voting results of the general meeting of shareholders (I) the general meeting of shareholders deliberates the proposals listed in the meeting notice, and the meeting adopts the combination of on-site voting and online voting. The shareholders attending the on-site meeting of the general meeting of shareholders and their entrusted agents voted on the matters listed in the notice of the meeting one by one, and the shareholders using online voting voted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. (II) after the on-site voting of the shareholders’ meeting, the shareholders’ representatives, supervisors’ representatives and lawyers of the firm jointly counted the voting of the shareholders attending the on-site meeting. (III) after the online voting of the general meeting of shareholders, SSE Information Network Co., Ltd. provided the company with the voting statistics of the online voting. (IV) according to the relevant rules, the voting results of on-site voting and online voting were combined and counted. All the proposals considered at the meeting were legally passed. The details are as follows: 1. The proposal on by election of non employee representative supervisors of the first board of supervisors was considered and adopted
Voting results: 147412724 shares were approved, accounting for 99.9928% of the total voting shares attending the meeting; 10575 opposition shares, accounting for 0.0072% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total voting shares attending the meeting.
In conclusion, the exchange believes that:
The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association. 4、 Concluding observations
To sum up, the exchange believes that the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and the shareholders or shareholders’ agents attending the meeting, and the voting procedures comply with the provisions of relevant laws and regulations and the articles of association, are legal and valid, and the voting results are legal and valid.
The exchange agrees that this legal opinion shall be reported and announced together with other information disclosure materials of the company’s general meeting of shareholders. It shall not be used for any other purpose without the consent of the exchange.
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