Legal opinion of Guohao law firm (Shenzhen)
Guohao law firm (Shenzhen)
About Shenzhen Bioeasy Biotechnology Co.Ltd(300942)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shenzhen Bioeasy Biotechnology Co.Ltd(300942)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) is entrusted by Shenzhen Bioeasy Biotechnology Co.Ltd(300942) (hereinafter referred to as “the company”) to appoint Lawyer Wang caizhang and lawyer Li Deqi (hereinafter referred to as “the firm’s lawyer”) to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting” or “the meeting”), Witness the legitimacy of this shareholders\’ meeting. 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 and other laws, regulations and normative documents, as well as the Shenzhen Bioeasy Biotechnology Co.Ltd(300942) articles of Association (hereinafter referred to as the “articles of Association”), the lawyers of the firm have discussed the convening and convening procedures of the general meeting of shareholders of the company, the qualifications of the participants This legal opinion is issued on the qualification, voting procedures and voting results of the convener.
In this legal opinion, our lawyers only express their opinions on whether the convening, convening procedures, qualification of attendees, qualification of conveners, voting procedures and voting results of this general meeting of shareholders comply with relevant laws, regulations, other normative documents and the articles of association, We will not comment on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
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 materials and facts of the shareholders’ meeting, and now give the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
After verification by our lawyers, the company held the ninth meeting of the second board of directors on December 27, 2021, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders at 15:00 p.m. on Wednesday, January 12, 2022.
On December 28, 2021, the board of directors of the company held a meeting on cninfo.com（ http://www.cn.info.com.cn. ）Issued the notice of Shenzhen Bioeasy Biotechnology Co.Ltd(300942) on convening the first extraordinary general meeting of shareholders in 2022 to the shareholders of the company, announcing the convening time, place, method, deliberation matters
Legal opinion of Guohao law firm (Shenzhen)
Voting method, equity registration date, contact person and contact information, etc. The company has fully disclosed the contents of the proposal in accordance with relevant regulations.
The general meeting of shareholders was held at 15:00 p.m. on Wednesday, January 12, 2022 in the conference room of the company on the 5th floor, No. 2-1, Liuxian 1st Road, Bao’an District, Shenzhen. The specific time for online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on January 12, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 12, 2022. The shareholders’ meeting is presided over by Mr. Zhu Hai, chairman of the company. The time, place and other matters of the meeting are consistent with the contents of the notice of the shareholders’ meeting.
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company.
2. Shareholders attending the general meeting of shareholders and their authorized representatives
There are 8 shareholders and authorized representatives of shareholders attending the general meeting of shareholders, representing 288171671 shares with voting rights, accounting for 71.88836% of the total shares of the company; There are 2 directors, supervisors, senior managers and shareholders other than those who individually or jointly hold more than 5% of the company’s shares (hereinafter referred to as “small and medium-sized investors”), representing 300 shares with voting rights, accounting for 0.00007% of the total shares of the company. Among them: (1) there are 8 shareholders and authorized representatives of shareholders attending the on-site meeting, representing 288171671 shares with voting rights, accounting for 71.88836% of the total shares of the company;
(2) A total of 0 shareholders attended the shareholders’ meeting through the online voting system, representing 0 shares with voting rights, accounting for 0% of the total shares of the company.
The qualification of online voting shareholders is verified by the trading system and Internet voting system of Shenzhen Stock Exchange when they conduct online voting. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the above shareholders and their authorized representatives are legally qualified to attend the general meeting of shareholders and exercise their voting rights.
Legal opinion of Guohao law firm (Shenzhen)
3. Other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the general meeting of shareholders are the directors, supervisors, Secretary of the board of directors and lawyers of the firm, and other persons attending the general meeting of shareholders are the senior managers of the company. Some directors and senior executives went out on business and did not attend the meeting.
Our lawyers believe that the qualifications of the personnel and conveners attending the on-site meeting of the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, and are legal and effective.
3、 Voting methods, procedures and results of this general meeting of shareholders
The shareholders attending the shareholders’ meeting and their authorized representatives voted one by one on the matters listed in the meeting notice by means of on-site open ballot and online voting. After the voting, shareholder representatives, supervisors and lawyers of the exchange were appointed to count and monitor the votes in accordance with the articles of association and the rules of the general meeting of shareholders of listed companies, and the voting results were announced on the spot. The specific voting results are as follows:
1. Proposal on by election of non employee representative supervisors
Voting results: 288171671 shares were approved, accounting for 71.88836% of the total valid voting shares attending the meeting; 0 dissenting shares, accounting for 0% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
The bill was passed.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s first extraordinary general meeting of shareholders in 2022, the qualifications of the convener and on-site meeting participants, and the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the resolutions adopted by the general meeting of shareholders of the company are legal and effective.
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, and shall not be used for any other purpose without the consent of the exchange.
This legal opinion is made in three originals without copies.
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Legal opinion of Guohao law firm (Shenzhen)
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Guohao law firm (Shenzhen)
Principal: witness lawyer:
Ma zhuotan, Wang caizhang
Li Deqi
specific date
