Beijing Zhonglun law firm
About Novogene Co.Ltd(688315)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
March, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Wuhan, Chongqing, Qingdao, Hangzhou, Nanjing, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Novogene Co.Ltd(688315)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Entrusted by Novogene Co.Ltd(688315) (hereinafter referred to as "the company"), Beijing Zhonglun law firm (hereinafter referred to as "the firm") appoints its lawyers to witness the legitimacy of the company's first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders") and issue legal opinions.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This legal opinion is in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), 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 currently effective laws, regulations and normative documents, as well as the Novogene Co.Ltd(688315) articles of Association (hereinafter referred to as the "articles of association") Issued in accordance with the rules of procedure of Novogene Co.Ltd(688315) general meeting of shareholders (hereinafter referred to as "rules of procedure of general meeting of shareholders").
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company's general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies and copies are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the 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, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
1. The company held the 22nd Meeting of the second board of directors on February 20, 2022, deliberated and adopted the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022.
2. On February 21, 2022, the company issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website and media designated by the CSRC, which discussed 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 The name and telephone number of the contact person and other matters were notified to all shareholders in the form of announcement.
After examination, our lawyers believe that the time, method and content of the notice of the company's general meeting of shareholders and the convening procedure of the company's general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Convening of this general meeting of shareholders
1. The shareholders' meeting adopts the combination of on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 10:00 a.m. on March 8, 2022 in the multi-function hall on the first floor of Novogene Co.Ltd(688315) building 101, yard a 10, Jiuxianqiao North Road, Chaoyang District, Beijing; The on-site registration time is up to 9:30 a.m. that day.
3. The online voting time of this general meeting of shareholders is March 8, 2022. Among them, the online voting system of Shanghai Stock Exchange is adopted, and the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 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 examination, our lawyers believe that the convening of the general meeting of shareholders is in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Qualification of attendees and conveners of the general meeting of shareholders
1. Upon inspection, there are 9 shareholders and shareholder representatives attending the company's on-site meeting and online voting, representing 283335975 voting shares, accounting for 707985% of the total voting shares of the company.
(1) Verified by our lawyers, there were 6 shareholders and shareholder representatives attending the on-site meeting, representing 282430340 voting shares, accounting for 705723% of the total voting shares of the company;
(2) According to the network data provided by Shanghai Stock Exchange and verified and confirmed by the company, there are 3 shareholders voting through the online voting system during the online voting time, representing 905635 voting shares, accounting for 0.2263% of the total voting shares of the company. The qualification of online voting shareholders is verified by the trading system of Shanghai Stock Exchange when they conduct online voting.
2. The directors, supervisors and Secretary of the board of directors of the company attended the general meeting of shareholders, and some senior managers and witness lawyers of the company attended the general meeting of shareholders as nonvoting delegates.
3. The convener of this general meeting of shareholders is the board of directors of the company.
Our lawyers believe that the qualifications of the attendees and conveners of the general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders.
4、 Voting procedures and results of this general meeting of shareholders
The shareholders' meeting deliberated the proposals listed in the notice of the shareholders' meeting, and voted by on-site voting and online voting. The scrutineers and tellers jointly scrutinized and counted the votes. After the voting, the company counted the voting results of the on-site voting and announced them on the spot by the host of the meeting. The voting results of the proposals considered at the shareholders' meeting are as follows:
1. Proposal on electing Mr. Pan Weijiang as an independent director of the second board of directors of the company
Voting results: 282430340 affirmative votes, accounting for 996803% of the total voting shares attending the meeting; The number of negative votes was 905635, accounting for 0.3197% of the total voting shares attending the meeting; The number of abstention votes is 0, and the number of abstention votes accounts for 0% of the total voting shares attending the meeting.
Among them, the voting situation of minority shareholders holding less than 5% of the total shares of the company: 600 votes for consent, accounting for 0.0662% of the valid voting shares held by minority shareholders attending the meeting; 905635 votes against, accounting for 999338% of the total number of valid voting shares held by minority shareholders attending the meeting; 0 abstention, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
5、 Concluding observations
In conclusion, our lawyers believe that:
The convening and convening procedures, qualifications of attendees, voting procedures and voting results of this general meeting of shareholders of the company comply with the company law, securities law, rules of general meeting of shareholders and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and rules of procedure for general meeting of shareholders, which are legal and effective.
This legal opinion is made in triplicate, which shall come into force after being signed and sealed by the lawyer of the firm.
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