Beijing Tianyuan law firm
About Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Legal opinions of the 2021 annual general meeting
Jtgz (2022) No. 099 to: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as the company) the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) adopts the combination of on-site voting and online voting. The on-site meeting was held at 15:00 on March 22, 2022 (Tuesday) in the conference room of the company, building 7, yard 79, Shuangying West Road, science and Technology Park, Changping District, Beijing. Due to the nationwide need to fight New Coronavirus pneumonia, the Tianyuan law firm of Beijing (hereinafter referred to as the Institute) accepted the appointment of the company and appointed the lawyer of this institute to participate in the on-site meeting of the shareholders’ meeting by video. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders), the Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener This legal opinion is issued on the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers have reviewed the announcement on the resolution of the 16th meeting of the Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) first board of directors, the announcement on the resolution of the 9th meeting of the Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) first board of supervisors, the notice on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice on convening the general meeting of shareholders) and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the Office and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities. The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it together with other announcement documents to Shanghai Stock Exchange (hereinafter referred to as Shanghai Stock Exchange) for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The legal opinions are as follows: I. convening and convening procedures of this general meeting of shareholders
The first board of directors of the company held the 16th meeting on February 25, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders through the designated information disclosure media on February 28, 2022. The notice on convening the general meeting of shareholders specifies the time, place, deliberation items, voting methods and participants of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 15:00 on Tuesday, March 22, 2022 in the conference room of the company, building 7, yard 79, Shuangying West Road, science and Technology Park, Changping District, Beijing. Mr. Li Qian, chairman of the board, presided over and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. The specific time of voting through the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 22, 2022; The specific time for voting through the Internet voting system is 9:15-15:00 on March 22, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association. 2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 33 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 34757012 voting shares of the company, accounting for 434463% of the total shares of the company, including: 1. According to the relevant information provided by the shareholders attending the on-site meeting of the company, such as the shareholder shareholding certificate, the identity certificate of the legal representative, the power of attorney and personal identity certificate of the shareholders, A total of 7 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 32948421 voting shares of the company, accounting for 411855% of the total shares of the company.
2. According to the online voting results provided by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, a total of 26 shareholders participated in the online voting of the general meeting of shareholders, holding 1808591 voting shares of the company, accounting for 2.2607% of the total shares of the company.
28 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) who individually or jointly hold more than 5% of the company’s shares, representing 2978819 voting shares of the company, accounting for 3.7235% of the total shares of the company.
In addition to the above shareholders and shareholders’ representatives, some directors, supervisors, senior managers, Secretary of the board of directors and lawyers of the exchange attended or attended the meeting on site or by video.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of shareholders is verified by the online voting system of the stock exchange.
After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective. 3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistical results provided by the online voting system of the general meeting of shareholders of Shanghai Stock Exchange.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) proposal on the work report of the board of directors in 2021
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
(II) proposal on the work report of the company’s independent directors in 2021
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting results: adopted.
(III) proposal on the work report of the board of supervisors in 2021
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
(IV) proposal on the company’s 2021 annual financial statement report
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
(V) proposal on the company’s 2021 annual report and its summary
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
(VI) proposal on the company’s profit distribution plan for 2021
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 2977012 shares were agreed, accounting for 999393% of the total voting shares held by small and medium-sized investors attending the meeting; 1807 opposed shares, accounting for 0.0607% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(VII) proposal on renewing the employment of the company’s audit institution and internal control audit institution in 2022 and determining their remuneration
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 2977012 shares were agreed, accounting for 999393% of the total voting shares held by small and medium-sized investors attending the meeting; 1807 opposed shares, accounting for 0.0607% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(VIII) proposal on the confirmation of related party transactions of the company in 2021 and the prediction of daily related party transactions in 2022
This proposal involves related party transactions, and the related shareholders Li Qian and Liu Yujing present at the meeting avoided voting.
Voting: 8352004 shares were approved, accounting for 999784% of the total voting shares held by non affiliated shareholders attending the meeting; 1807 opposed shares, accounting for 0.0216% of the total voting shares held by non affiliated shareholders attending the meeting; The total number of shares held by non affiliated shareholders who abstained from voting accounted for 0.0000%.
Among them, the voting situation of small and medium-sized investors was: 2977012 shares were agreed, accounting for 999393% of the total voting shares held by small and medium-sized investors attending the meeting; 1807 opposed shares, accounting for 0.0607% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
(IX) proposal on the remuneration scheme of the company’s directors
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
(x) proposal on the remuneration scheme of the company’s supervisors
Voting: 34755205 shares were approved, accounting for 999948% of the total voting shares held by all shareholders attending the meeting; 1807 opposed shares, accounting for 0.0052% of the total voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Voting result: adopted.
（11） Proposal on applying for comprehensive credit line and related guarantee from banks
This proposal involves related party transactions, and the related shareholders Li Qian and Liu Yujing present at the meeting avoided voting.
Voting: 8352004 shares were approved, accounting for 999784% of the total voting shares held by non affiliated shareholders attending the meeting; 1807 opposed shares, accounting for 0.0216% of the total voting shares held by non affiliated shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by non affiliated shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 2977012 shares were agreed, accounting for 999393% of the total voting shares held by small and medium-sized investors attending the meeting; 1807 opposed shares, accounting for 0.0607% of the total voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted.
（12） Proposal on changing the business scope of the company and amending the articles of Association
This proposal involves special resolutions, which shall be deliberated and approved by more than two-thirds of the total voting shares held by shareholders attending the general meeting of shareholders.
Voting: the same as
