Units 1401, 1402 and 1403, Qingdao Shangshi center, building 3, No. 195, Hong Kong East Road, Laoshan District, Qingdao zip code: 266071 Tel: (86-532) 68695000 Fax: (86-532) 68695010 Beijing JUNHE (Qingdao) law firm
About Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Legal opinion of 2021 annual general meeting
To: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Beijing JUNHE (Qingdao) law firm (hereinafter referred to as “the firm”) is subject to Suzhou Zejing biopharmaceutical Co., Ltd
The entrustment of the company limited by shares (hereinafter referred to as “your company”) is in accordance with 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)
And other laws, regulations, rules and Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) articles of Association (hereinafter referred to as the “articles of association”)
In accordance with the relevant provisions of the articles of association of the company, the 2021 annual general meeting of shareholders of your company (hereinafter referred to as “the general meeting of shareholders”)
This legal opinion is issued for relevant matters.
This legal opinion only deals with the convening and convening procedures of this general meeting of shareholders and the on-site attendance at this general meeting of shareholders
Whether the qualification of personnel, the qualification of convener and the voting procedures of the meeting comply with relevant Chinese laws, regulations and the company
The provisions of the articles of association and whether the voting results are legal and effective will not be considered at this shareholders’ meeting
The content of the motion and the authenticity, accuracy or legitimacy of the relevant facts or data expressed in the motion
Express opinions.
This opinion is only used for the legal purpose of the shareholders’ meeting
With the written consent of the, no one shall use it for any other purpose.
Affected by the epidemic situation of pneumonia caused by novel coronavirus, according to the
Notice on several measures to optimize self regulatory services and further ensure market operation for epidemic situation “, designated by the exchange
Lawyers attended the meeting by video, witnessed the meeting, and in accordance with relevant laws and regulations
Regulations and requirements, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry
Beijing headquarters Tel: (86-10) 85191300 Shanghai Branch Tel: (86-21) 52985488 Shenzhen Branch Tel: (86-755) 25870765 Guangzhou Branch Tel: (86-20) 28059088
Fax: (86-10) 85191350 Fax: (86-21) 52985492 Fax: (86-755) 25870780 Fax: (86-20) 28059099
Dalian Branch Tel: (86-411) 82507578 Haikou Branch Tel: (86-898) 36333401 Tianjin Branch Tel: (86-22) 59901301 Qingdao Branch Tel: (86-532) 68695000
Fax: (86-411) 82507579 Fax: (86-898) 36333402 Fax: (86-22) 59901302 Fax: (86-532) 68695010
Chengdu Branch Tel: (86-28) 67398000 Hong Kong Branch Tel: (852) 21670000 New York branch Tel: (1-212) 7038702 Silicon Valley Branch Tel: (1-888) 8868168
Fax: (86-28) 67398001 Fax: (852) 21670050 Fax: (1-212) 7038720 Fax: (1-888) 8082168
Hangzhou branch Tel: (86-571) 26898188
Fax: (86-571) 26898199 www.junhe.com com.
The documents and facts related to the shareholders’ meeting provided by the company have been verified and verified. Your company promises that the documents provided and the statements and explanations made by it are complete, true and effective without any concealment or omission. On this basis, the exchange issued legal opinions on the facts that occurred on and before the date of issuance of the legal opinions as follows: I. on the convening and convening of this general meeting of shareholders
1. According to the resolution of the 27th meeting of the first board of directors of your company and the notice of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published on the website of Shanghai Stock Exchange on April 27, 2022, the board of directors of your company has made a resolution on the convening of the general meeting of shareholders and notified the shareholders in the form of announcement 20 days before the meeting, The contents of the notice of the general meeting of shareholders in the notice of the general meeting of shareholders comply with the relevant provisions of the articles of association.
2. According to the notice of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) on precautions for attending the 2021 annual general meeting of shareholders during epidemic prevention and control (hereinafter referred to as the notice of precautions) announced by your company on May 12, 2022, based on the requirements of epidemic prevention and control, it is impossible to set up an on-site meeting at the place of the meeting, so the general meeting of shareholders is adjusted to be held by means of communication; Your company will provide meeting communication access to shareholders and shareholders’ agents who register to attend the meeting.
3. According to the verification of our lawyers, the shareholders’ meeting was held by combining on-site voting and online voting.
4. According to the verification of our lawyers, your company has provided online voting services to your shareholders through the voting platform of the trading system of Shanghai Stock Exchange and the Internet voting platform. The specific time of online voting through the voting platform of the trading system of Shanghai Stock Exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The specific time for online voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on May 19, 2022.
5. According to the witness of our lawyer, the on-site meeting of the general meeting of shareholders was held by means of communication at 13:30 on May 19, 2022. The general meeting of shareholders is presided over by Mr. Zelin Sheng, chairman of your company.
6. According to the verification of our lawyers, the actual time and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the time and method announced in the notice of shareholders’ meeting and notice of precautions, and the matters submitted to the meeting for consideration.
In conclusion, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
1. According to the verification of our lawyers and the confirmation of the voting information provided by Shanghai Stock Exchange Information Network Co., Ltd., there are 22 shareholders and shareholder agents who attend the on-site meeting of the general meeting of shareholders by means of communication and participate in the online voting through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, representing 97607496 shares of your company, accounting for 406698% of the total shares of your company.
According to the verification of our lawyers, based on the requirements of epidemic prevention and control, the directors, supervisors and senior managers of your company attended or attended the on-site meeting of the general meeting of shareholders by means of communication.
2. According to the resolution of the 27th meeting of the first board of directors of your company and the notice of the general meeting of shareholders, the board of directors of your company convened this general meeting of shareholders.
In conclusion, the qualifications of the personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders meet the relevant provisions of the rules of general meeting of shareholders and the articles of association.
3、 Voting procedures of the general meeting of shareholders
1. According to the witness of our lawyer, the shareholders’ meeting adopted the combination of on-site voting and online voting to vote on the proposal included in the agenda of the shareholders’ meeting.
2. When the shareholders’ meeting conducts on-site voting on the proposal by means of communication, the lawyers of the firm, the representatives of your company’s shareholders and supervisors are jointly responsible for counting and monitoring the votes by means of communication, and counting the voting results of the on-site meeting.
3. According to the counting of the voting results of the on-site meeting by the representatives of your company’s shareholders, supervisors and our lawyers, as well as the voting statistical results of your company’s 2021 annual general meeting provided by Shanghai Stock Exchange Information Network Co., Ltd., the voting results of on-site voting and online voting are combined for the proposals considered at this general meeting.
4. According to the witness of our lawyers, the following proposals were voted and passed at the general meeting of shareholders through the combination of on-site voting and online voting:
(1) The proposal on the 2021 annual report and summary of the company was deliberated and adopted
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97584817 shares agreed, accounting for 999768% of the total number of voting shares attending the meeting; 22679 shares opposed, accounting for 0.0232% of the total voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares attending the meeting.
(2) The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97584817 shares agreed, accounting for 999768% of the total number of voting shares attending the meeting; 22679 shares opposed, accounting for 0.0232% of the total voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares attending the meeting.
(3) The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97584817 shares agreed, accounting for 999768% of the total number of voting shares attending the meeting; 22679 shares opposed, accounting for 0.0232% of the total voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares attending the meeting. (4) Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97569792 shares agreed, accounting for 999614% of the total number of voting shares attending the meeting; 22679 shares opposed, accounting for 0.0232% of the total voting shares attending the meeting; 15025 shares abstained, accounting for 0.0154% of the total voting shares attending the meeting.
(5) The proposal on the 2022 annual financial budget report of the company was deliberated and adopted
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97381542 shares agreed, accounting for 997685% of the total number of voting shares attending the meeting; 225954 shares opposed, accounting for 0.2315% of the total voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares attending the meeting. (6) The proposal on the 2021 annual report of independent directors of the company was deliberated and adopted
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97584817 shares agreed, accounting for 999768% of the total number of voting shares attending the meeting; 22679 shares opposed, accounting for 0.0232% of the total voting shares attending the meeting; 0 shares abstained, accounting for 0% of the total voting shares attending the meeting. (7) The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Voting results: the total number of voting shares attending the meeting was 97607496, of which 97584817 shares agreed, accounting for 999768% of the total number of voting shares attending the meeting; 22679 shares opposed, accounting for
