Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C,The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel.: 01050867666 Fax: 01065527227
Website: http://www.kangdalawyers.com.
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Beijing Kangda law firm
About Beijing Hotgen Biotech Co.Ltd(688068)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Kangda guhui Zi [2022] No. 0054 to: Beijing Hotgen Biotech Co.Ltd(688068)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) The detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies on Shanghai Stock Exchange (hereinafter referred to as the “detailed rules”), the Beijing Hotgen Biotech Co.Ltd(688068) articles of Association (hereinafter referred to as the “articles of association”) and the legal advisory agreement signed between Beijing Hotgen Biotech Co.Ltd(688068) (hereinafter referred to as the “company”) and Beijing Kangda law firm (hereinafter referred to as the “exchange”), The lawyer of the firm is employed to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting” or “the general meeting of shareholders”) and issue this legal opinion. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. The legal opinions issued by our lawyers this time are only based on the facts occurring or existing on and before the date of issuance of this legal opinion, and based on our lawyers’ understanding of relevant laws, regulations and normative documents. In this legal opinion, our lawyers only express their legal opinions after checking and witnessing the convening and convening procedures of the meeting, the qualifications of the participants, the voting procedures and voting results of the meeting, and do not express their opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts and data involved in the proposals. 2. Our lawyers have issued legal opinions on the authenticity and legitimacy of this shareholders’ meeting in accordance with the requirements of the company law, the rules, the implementation rules and the articles of association. There are no false, seriously misleading statements and major omissions in the legal opinions, otherwise they will bear corresponding legal liabilities.
3. The lawyer of the firm agrees to make this legal opinion an announcement as a necessary document of the company’s meeting, and shall be responsible for the legal opinion issued by the firm according to law.
Our lawyers have checked all documents related to the issuance of legal opinions, witnessed the meeting and issued legal opinions as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of this meeting
The lawyer of the firm examined the meeting notice issued by the board of directors of the company, and the shareholders’ meeting was convened by the resolution of the 34th meeting of the second board of directors held by the company on February 14, 2022. According to the information published in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）And cninfo (www.cn. Info. Com. CN.) The notice of Beijing Hotgen Biotech Co.Ltd(688068) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) issued by the board of directors of the company on February 16, 2022 on the time, place, content and other relevant matters of convening the meeting.
After verification, the board of directors of the company has notified all shareholders in the form of announcement 15 days before the shareholders’ meeting. According to the above announcement, the board of directors of the company has listed the time, place, attendees, deliberation items, registration methods and other contents of the shareholders’ meeting in the notice, and fully disclosed the contents of all proposals in accordance with the relevant provisions of the company law, rules, implementation rules and the articles of association.
(II) convening of this meeting
Witnessed by our lawyers, the shareholders’ meeting adopts the combination of on-site voting and online voting. The on-site meeting was held at 10:00 a.m. on March 3, 2022 in the north of building 10, Yongwang West Road, Daxing biomedical industry base, Daxing District, Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) high end medical device Park, Beijing Centergate Technologies (Holding) Co.Ltd(000931) National Independent Innovation Demonstration Zone, Daxing District, Beijing
The time of online voting is March 3, 2022. Among them, the voting time through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange is the trading time period on the day of the general meeting of shareholders, 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.
Upon examination, our lawyers confirmed that the time, place and deliberation of this meeting were consistent with the contents of the announcement.
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, rules, implementation rules and other relevant laws, regulations, normative documents and the articles of association.
2、 Legality and validity of the qualification of participants
The lawyer of the firm checked the register of all shareholders of the company, the attendance book signed by the participants and the identity information of the participants provided by the company and issued by Shanghai Branch of China Securities Depository and Clearing Center Co., Ltd. the information of the participants in the shareholders’ meeting is as follows:
(I) a total of 3 shareholders and shareholder agents attended the on-site meeting of this meeting, representing 4 shareholders, all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch after the closing of the market on February 23, 2022 or their authorized representatives, representing 21249774 voting shares of the company, accounting for 341656% of the total voting shares of the company.
(II) according to the data provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 10 shareholders who vote effectively through online voting, representing 5337001 voting shares of the company, accounting for 8.5809% of the total voting shares of the company.
(III) in this meeting, a total of 2921456 shares with voting rights represented by minority shareholders (minority shareholders refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) who attended the on-site meeting or participated in online voting, accounting for 4.6972% of the total voting shares of the company.
(IV) other persons attending or attending the meeting as nonvoting delegates are some directors, supervisors, senior managers of the company and lawyers of the firm appointed by the company.
After verification, our lawyers believe that the qualifications of the above personnel attending or attending the meeting are legal and valid. 3、 Proposal of this shareholders’ meeting
According to the notice and relevant announcements of the general meeting of shareholders issued by the board of directors of the company, the proposals considered at the general meeting of shareholders are:
1. Proposal on the establishment of holding subsidiaries and related party transactions
The above proposals have been deliberated and adopted at the 34th meeting of the second board of directors of the company.
After review by the lawyers of the exchange, the proposals considered at the general meeting of shareholders are consistent with the contents of the announcement, and there are no new proposals. Our lawyers believe that the proposal of this shareholders’ meeting is in line with the provisions of the company law, rules and other laws, regulations, normative documents and the articles of association, and the proposal of this shareholders’ meeting is legal and effective.
4、 Legality and validity of voting procedures and results of this meeting
In accordance with the company law, rules, implementation rules and other relevant laws, regulations, normative documents and the articles of association, the meeting considered and voted on the proposals listed in the meeting notice by combining on-site voting and online voting. On site voting, the proposal was voted by open ballot in writing; After the voting, the company counted and monitored the votes according to the procedures specified in the articles of association, and announced the voting results on the spot. Shanghai Stock Exchange Information Network Co., Ltd. provided the company with the number of voting rights and statistics of voting results of online voting at this meeting.
Voting and scrutinizing were conducted in accordance with the procedures specified in the rules, implementation rules and the articles of association, and the voting results of on-site voting and online voting were combined and counted. The voting situation is as follows:
1. Proposal on the establishment of holding subsidiaries and related party transactions
The voting result of the proposal is: 8196205 shares agree, accounting for 1000000% of the total voting shares held by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the meeting.
Among them, the voting results of minority shareholders on the proposal were: 2921456 shares agreed, accounting for 4.6972% of the total voting shares held by minority shareholders attending the meeting; 0 against, accounting for 0% of the total voting shares held by minority shareholders attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares held by minority shareholders attending the meeting.
The shareholders Lin Changqing and Beijing Tongcheng rejing investment management partnership (limited partnership), which are related to the content of the proposal, have avoided voting on the proposal according to law, and the shares avoided voting are 18390570 shares in total. The above proposal is an ordinary resolution, which has been adopted by more than half of the valid votes held by the shareholders or shareholders’ agents attending the shareholders’ meeting.
The minutes of the meeting shall be signed by the directors, supervisors, Secretary of the board of directors and the host of the meeting, and the resolutions of the meeting shall be signed by the shareholders and directors of the company attending the on-site meeting.
It is verified that the voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and effective.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s meeting comply with the provisions of the company law, rules, implementation rules and other laws, regulations, normative documents and the articles of Association; The qualifications of the participants and the convener of the meeting are legal and valid; The proposals considered at this meeting are legal and effective; The voting procedures of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid. This legal opinion is made in duplicate with the same legal effect.
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