Guangdong lianyue law firm
About Guanhao Biotech Co.Ltd(300238)
Of the 2021 annual general meeting
Legal opinion
To: Guanhao Biotech Co.Ltd(300238)
In accordance with the current securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission The Shenzhen Stock Exchange issued the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem (hereinafter referred to as “standardized operation”), several provisions on strengthening the protection of the rights and interests of shareholders of social public shares (hereinafter referred to as “several provisions”) According to the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies (hereinafter referred to as “the detailed rules for the implementation of online voting”) and the articles of association of Guanhao Biotech Co.Ltd(300238) (hereinafter referred to as ” Guanhao Biotech Co.Ltd(300238) ” or “the company”), Guangdong lianyue law firm appointed Chen Xiaoling Lawyer Wang Yingxin (hereinafter referred to as “our lawyer”) attended the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “this general meeting of shareholders”) and witnessed the relevant matters of this general meeting of shareholders. In order to issue this legal opinion, our lawyers reviewed the relevant documents provided by the company, including but not limited to: 1 Articles of association of the company;
2. Announcement on resolutions of the 11th meeting of the 5th board of directors of the company;
3. Announcement on resolutions of the 12th meeting of the 5th board of directors of the company;
4. Announcement on resolutions of the 9th meeting of the 5th board of supervisors of the company;
5. Notice on convening the 2021 annual general meeting of shareholders of the company;
6. The company’s announcement on the addition of interim proposals and supplementary notice of the 2021 annual general meeting of shareholders;
7. The company’s suggestive announcement on convening the 2021 annual general meeting of shareholders;
8. Materials of this shareholders’ meeting.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers give the following legal opinions on important matters such as the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of participants and conveners, voting procedures and voting results:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
Upon the verification of the lawyers of the firm, Guanhao Biotech Co.Ltd(300238) this general meeting of shareholders was held by the board of directors in accordance with the 11th meeting of the 5th board of directors held on April 14, 2022, On April 15, 2022, the board of directors of the company published the notice on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the “Notice of the general meeting of shareholders”) on cninfo.com and other relevant websites, announcing the date, time and place of the on-site meeting of the general meeting of shareholders, the matters to be considered at the meeting, the qualifications of the participants at the meeting, the registration matters of the meeting and other relevant matters within the legal period.
On May 6, 2022 and May 14, 2022, the board of directors of the company published the announcement on adding interim proposals and supplementary notice of the 2021 annual general meeting of shareholders (hereinafter referred to as “Supplementary Notice of the general meeting of shareholders”) and the suggestive announcement on convening the 2021 annual general meeting of shareholders on cninfo.com and other relevant websites. According to Article 102 of the company law, Article 14 of the rules for the general meeting of shareholders of listed companies and Article 54 of the articles of association, shareholders of the company who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. According to the supplementary notice of the general meeting of shareholders, as of the announcement date of the notice, Guangdong Zhiguang Biotechnology Co., Ltd. held 55044822 shares of the company, accounting for 20.76% of the total share capital of the company; The board of directors of the company considered that Guangdong Zhiguang Biotechnology Co., Ltd. was qualified to submit the interim proposal. The content of the interim proposal belongs to the terms of reference of the general meeting of shareholders, with clear topics and specific resolutions, and in line with the relevant provisions of the company law and the articles of Association. The board of directors of the company has agreed to submit the above interim proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
（2） Convening of this general meeting of shareholders
The shareholders’ meeting was held by combining on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on May 18, 2022 in the conference room of the company, No. 12, Yuyan Road, Huangpu District, Guangzhou.
The online voting time of this shareholders’ meeting is May 18, 2022. The company will pass the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide shareholders with online voting platform. Among them, the time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 18, 2022 to 15:00 p.m. on May 18, 2022.
The general meeting of shareholders was presided over by Wang Xinzhi, vice chairman of the company. The meeting deliberated on the deliberation matters listed in the notice of general meeting of shareholders.
The lawyer of the firm believes that the proposal on investment and construction of Tianhao Zhongshan pharmaceutical science and technology project proposed by Guangdong Zhiguang Biotechnology Co., Ltd., the shareholder of the company, is added as an interim proposal and submitted to the 2021 annual general meeting of shareholders for deliberation, which is in line with the provisions of the law and the articles of association of the company; The proposal can be considered as the proposal of the company’s 2021 annual general meeting of shareholders. The convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, rules for general meeting of shareholders, several provisions, standardized operation, detailed rules for the implementation of online voting and Guanhao Biotech Co.Ltd(300238) the articles of association.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener of the meeting
(I) Guanhao Biotech Co.Ltd(300238) the board of directors and our lawyers jointly verified the legitimacy of shareholders’ qualification according to the register of shareholders provided by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, and registered the names of shareholders attending the on-site meeting of the general meeting of shareholders and the number of voting shares held by them.
Verified and registered: a total of [5] shareholders (including shareholders’ agents) attended the on-site meeting of the general meeting of shareholders, all of whom were Guanhao Biotech Co.Ltd(300238) shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at 15:00 p.m. on May 11, 2022. The total number of shares held and represented by these shareholders was [55128322], accounting for [207909]% of Guanhao Biotech Co.Ltd(300238) total share capital.
Guanhao Biotech Co.Ltd(300238) some directors, supervisors and Secretary of the board of directors also attended the on-site meeting of the general meeting of shareholders. According to the information provided by Shenzhen Securities Information Co., Ltd., the number of shareholders voting through the online voting system within the effective time is [13], and the total number of shares held and represented by these shareholders is [23084410], accounting for [8.7060]% of Guanhao Biotech Co.Ltd(300238) total share capital.
Overall attendance of minority shareholders:
A total of [15] minority shareholders voted on the spot and online at the shareholders’ meeting, representing [7786644] shares, accounting for [2.9366]% of the total shares of the listed company. Among them, there are [3] minority shareholders voting on site, representing [68500] shares, accounting for [0.0258]% of the total shares of the listed company. There are [12] minority shareholders voting online, representing [7718144] shares, accounting for [2.9108]% of the total shares of the listed company.
(IV) directors, supervisors and senior managers of the company and lawyers of the firm attended the general meeting of shareholders. (V) the general meeting of shareholders shall be convened by the board of directors of the company.
The lawyers of the firm believe that the qualification of the personnel attending the general meeting of shareholders and the qualification of the convener of the meeting comply with the provisions of the company law, the rules of the general meeting of shareholders, standardized operation, the rules for the implementation of online voting and the articles of association of the company.
3、 Voting procedures and results of this general meeting of shareholders
(I) according to the notice of the shareholders’ meeting, the shareholders’ meeting considered the following proposals submitted by the board of directors:
1. Review the work report of the board of directors in 2021;
2. Review the work report of the board of supervisors in 2021;
3. To consider the full text of the 2021 annual report and its summary;
4. Review the financial final accounts report of 2021;
5. Review the profit distribution plan for 2021;
6. Review the special audit statement on the occupation of funds by the company’s controlling shareholders and other related parties;
7. Review the proposal on appointing the company’s financial audit institution in 2022;
8. Review the proposal on the company’s application for comprehensive bank credit line in 2022;
9. Review the proposal on the company’s election of candidates for non independent directors;
10. Review the proposal on Amending the articles of Association;
11. Review the proposal on investment and construction of Tianhao Zhongshan pharmaceutical science and technology project.
11. The proposal held by the shareholders’ meeting shall be passed by more than 10 (2 / 3) of the shareholders’ meeting, including the proposal held by the proxy. Other proposals are ordinary resolutions of the general meeting of shareholders, which shall be adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(II) voting procedure
1. Voting procedure of on-site meeting
The on-site meeting of the shareholders’ meeting voted on the proposals considered item by item by open ballot. During the voting, two shareholders’ representatives, supervisors’ representatives and our lawyers counted and supervised the votes in accordance with the provisions of the company law, the rules of the shareholders’ meeting and Guanhao Biotech Co.Ltd(300238) the articles of association. The voting results of the general meeting of shareholders were announced on the spot. 2. Online voting procedure
Guanhao Biotech Co.Ltd(300238) provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system. Some shareholders exercise their voting rights through the trading system and Internet voting system of Shenzhen Stock Exchange within the effective time.
（3） The voting details of each proposal at the shareholders’ meeting are as follows:
1. Voting results of the work report of the board of directors in 2021:
Agree to [78147328] shares, accounting for [999164] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [7721240] shares, accounting for [991600]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
2. Voting results of the work report of the board of supervisors in 2021:
Agree to [77046128] shares, accounting for [985084] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [6620040] shares, accounting for [850179]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
3. Voting results of the 2021 annual report and its summary:
Agree to [78147328] shares, accounting for [999164] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [7721240] shares, accounting for [991600]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
4. Voting results of 2021 annual financial statement report:
Agree to [77046128] shares, accounting for [985084] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [6620040] shares, accounting for [850179]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
5. Voting results of 2021 profit distribution plan:
Agree to [78147228] shares, accounting for [999162] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [7721140] shares, accounting for [991588]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
6. Voting results of the special audit statement on the occupation of funds by the company’s controlling shareholders and other related parties:
Agree to [5125944] shares, accounting for [657034] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [5110944] shares, accounting for [656373]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
Among them, the related shareholders Guangdong Zhiguang Biotechnology Co., Ltd. and Beijing Century Tianfu venture capital center (limited partnership) avoided the voting of the proposal in the on-site voting.
7. Voting results of the proposal on the appointment of the company’s financial audit institution in 2022:
Agree to [75476128] shares, accounting for [965011] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [5050040] shares, accounting for [648551]% of the total voting shares held by small and medium-sized investors attending the meeting. The bill was passed.
8. Voting results of the proposal on the company’s application for comprehensive bank credit line in 2022:
Agree to [76638332] shares, accounting for [979870] of the total number of valid voting shares held by shareholders attending the meeting; The bill was passed. Among them, the voting situation of small and medium-sized investors is that they agree to [6212244] shares, accounting for [797808]% of the total voting shares held by small and medium-sized investors attending the meeting. The motion was approved
