Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi’an
To: Shanghai Junshi Biosciences Co.Ltd(688180)
Beijing Jiayuan law firm Shanghai Branch
About Shanghai Junshi Biosciences Co.Ltd(688180)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Entrusted by Shanghai Junshi Biosciences Co.Ltd(688180) (hereinafter referred to as “the company”), Shanghai Branch of Beijing Jiayuan law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), and the Shanghai Junshi Biosciences Co.Ltd(688180) articles of Association (hereinafter referred to as the “articles of association”) According to the relevant provisions of the rules of procedure of Shanghai Junshi Biosciences Co.Ltd(688180) shareholders’ meeting (hereinafter referred to as the “rules of procedure”) and the notice on several measures to deal with the epidemic situation, optimize self-discipline supervision services and further ensure market operation issued by Shanghai Stock Exchange, the lawyer assigned by the exchange witnessed the shareholders’ meeting by video, and discussed the convening, convening procedures, convener and personnel qualification of the shareholders’ meeting Issue legal opinions on relevant matters involved in the voting procedures and voting results of the meeting.
This legal opinion only expresses opinions on whether the convening and convening procedures, attendees and voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association, and whether the voting results are legal and effective, It will not express any opinions on legal matters in any country or region other than the people’s Republic of China (hereinafter referred to as “China”, which does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion).
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose without the prior written consent of the exchange. The lawyer of the firm agrees that the company will announce this legal opinion together with the resolution of the general meeting of shareholders in accordance with relevant regulations.
In accordance with the business standards, ethics and the spirit of diligence recognized by the Chinese lawyer industry, the legal opinions are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) on March 7, 2022, the seventh meeting of the third board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022. The convener of this general meeting of shareholders is the board of directors of the company.
(II) the company disclosed the notice of Shanghai Junshi Biosciences Co.Ltd(688180) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “Notice of the meeting”) on the corresponding information disclosure platform on March 8, 2022. In addition, in accordance with the regulatory requirements of the stock exchange of Hong Kong Limited, the company issued relevant notices and announcements on convening the general meeting of shareholders to the H-share shareholders of the company. The meeting notice specifies the time and place of the meeting, the matters to be considered at the meeting, the participants of the meeting, the registration method of the meeting and the contact information of the meeting.
(III) in April 2, 2022, the company disclosed the notice of Shanghai Junshi Biosciences Co.Ltd(688180) on the relevant notice of the first provisional shareholders’ meeting during the epidemic prevention and control period in April 2, 2022 on the corresponding information disclosure platform. It contained the requirement for the prevention and control of the epidemic situation of the New Coronavirus pneumonia. The company will provide the registered A-share shareholders with access to the meeting by means of communication, and other contents of the meeting notice will remain unchanged. In addition, according to the regulatory requirements of the stock exchange of Hong Kong Limited, the company issued relevant notices and announcements on the adjustment of the convening method to the H-share shareholders of the company.
(IV) the general meeting of shareholders adopts the combination of communication voting and online voting. The communication meeting of the general meeting of shareholders was held by video conference at 14:00 p.m. on April 6, 2022. Mr. Xiong Jun, the chairman of the company, was unable to attend the shareholders’ meeting due to official business. After being jointly elected by more than half of the directors, Mr. Ningli (Li Ning), the director of the company, presided over the meeting. The online voting of this general meeting of shareholders is conducted through the online voting system of Shanghai Stock Exchange. The voting time of shareholders through the voting platform of the trading system is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on April 6, 2022; The voting time of shareholders through the Internet voting platform is from 9:15 a.m. to 15:00 p.m. on April 6, 2022.
The lawyers of the firm believe that the convening procedures and convening procedures of the general meeting of shareholders are in line with the provisions of the company law, the rules of the general meeting of shareholders, the articles of association and the rules of procedure.
2、 Qualification of personnel attending the general meeting of shareholders
(I) after verification by the lawyers of the exchange, the shareholders and their proxies attending the shareholders’ meeting and the shares held are as follows:
A total of 81 shareholders and shareholders’ agents attended the first extraordinary general meeting of the company in 2022, representing 345481762 voting shares, accounting for 379335% of the total voting shares of the company. Among them, there are 80 A-share shareholders and shareholder agents, representing 319933415 voting shares, accounting for 351283% of the total voting shares of the company; One shareholder and shareholder agent of overseas listed foreign shares (H shares), representing 25548347 voting shares, accounting for 2.8052% of the total voting shares of the company.
(II) the qualification of shareholders (including shareholders’ agents) who attend the general meeting of shareholders by means of communication is verified by the lawyers of the exchange and meets the relevant provisions of relevant laws, regulations, normative documents and the articles of association, and they are entitled to attend the general meeting of shareholders. Among them, the qualification of shareholders participating in online voting has been verified by Shanghai Stock Exchange Information Network Co., Ltd., the provider of online voting system, and the qualification of H-share shareholders attending this general meeting has been assisted by Hong Kong Central Securities Registration Co., Ltd.
(III) some directors, supervisors, senior managers of the company and lawyers of the exchange attended the meeting as nonvoting delegates through video conference.
The lawyers of the firm believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules of general meeting of shareholders, the articles of association and the rules of procedure.
3、 Voting procedures and results of the general meeting of shareholders
(I) the shareholders’ meeting deliberated on the proposals listed in the meeting notice, and the meeting was conducted by a combination of communication voting and online voting.
(II) according to the video witness of our lawyer, the shareholders attending the shareholders’ meeting by means of communication voted on the matters listed in the meeting notice one by one by means of open ballot. After voting by means of communication, shareholders’ representatives, supervisors’ representatives and witness lawyers counted the voting of shareholders attending the meeting by means of communication.
(III) the company provides online voting platform to the shareholders of the company through the online voting system of Shanghai Stock Exchange. Shanghai Stock Exchange Information Network Co., Ltd. provides the voting rights and statistics of online voting.
(IV) after the voting of this general meeting of shareholders, the company consolidated and counted the voting results of communication voting and online voting. At the same time, according to the provisions of relevant laws and regulations, the
Proposal on the conditions of a shares, proposal on the company’s plan to issue A-Shares to specific objects in 2022, proposal on the company’s plan to issue A-Shares to specific objects in 2022, proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects in 2022 The proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022, the proposal on the special report on the use of funds raised by the company in the previous time, the proposal on the diluted immediate return of the company’s issuance of A-Shares to specific objects in 2022, the filling measures taken by the company and the commitments of relevant subjects The proposal on the planning of shareholders’ dividend return in the next three years (20222024) and the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the issuance of A-Shares are special resolution proposals. During the deliberation of the above-mentioned 9 proposals, the shareholders’ meeting performed the separate vote counting procedures for small and medium-sized investors. According to the combined statistical results of communication voting and online voting, the proposals considered at this shareholders’ meeting were legally passed.
Our lawyers believe 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, the articles of association and the rules of procedure, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees and voting procedures of the company’s general meeting of shareholders comply with the provisions of relevant laws, regulations and the articles of association, and the voting results are legal and valid.
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