Guohao law firm (Shenzhen)
About Shenzhen Bioeasy Biotechnology Co.Ltd(300942)
Legal opinion of 2021 annual general meeting of shareholders
To: Shenzhen Bioeasy Biotechnology Co.Ltd(300942)
Entrusted by Shenzhen Bioeasy Biotechnology Co.Ltd(300942) (hereinafter referred to as “the company”), Guohao law firm (Shenzhen) appointed lawyer Wang caizhang and Lawyer Zhang Yunwen (hereinafter referred to as “the lawyer”) to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the general meeting” or “the meeting”) to witness the legitimacy of 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 of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the provisions of the Shenzhen Bioeasy Biotechnology Co.Ltd(300942) articles of Association (hereinafter referred to as the “articles of association”), the lawyers of the firm discussed the convening and convening procedures of the general meeting of shareholders of the company, the qualifications of the participants, the qualifications of the convener This legal opinion is issued for voting procedures, voting results and other related matters.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, other normative documents and the articles of association, and do not express their opinions 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 this general meeting of shareholders
The proposal of the 12th annual general meeting of the board of directors held on the afternoon of February 26, 2021 was reviewed and adopted by the general meeting of the board of directors on the afternoon of February 26, 2021.
On April 27, 2022, the board of directors of the company held a meeting on cninfo.com（ http://www.cn.info.com.cn. ）The notice of Shenzhen Bioeasy Biotechnology Co.Ltd(300942) on convening the 2021 annual general meeting of shareholders of the company was issued to the shareholders of the company, announcing the time, place, method, deliberation items, voting method, equity registration date, contact person and contact information of the general meeting of shareholders. The company has fully disclosed the contents of the proposal in accordance with relevant regulations.
The general meeting of shareholders was held at 14:30 p.m. on Thursday, May 19, 2022 in the company’s conference room on Shenzhen Bioeasy Biotechnology Co.Ltd(300942) 5 floor, No. 2-1 Liuxian 1st Road, Bao’an District, Shenzhen. The specific time of 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 May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 19, 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.
Our lawyers believe that the convening and convening procedures of this 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
A total of 13 shareholders and their authorized representatives attended the shareholders’ meeting, representing Red Phase Inc(300427) 194 shares with voting rights, accounting for 749457% of the total shares of the company; There are 7 directors, supervisors, senior managers and other shareholders (hereinafter referred to as “small and medium-sized investors”) other than those who individually or jointly hold more than 5% of the shares of the company, representing 58000 shares with voting rights, accounting for 0.0145% of the total shares of the company. Of which:
(1) Six shareholders and their authorized representatives attended the on-site meeting, representing Nsfocus Technologies Group Co.Ltd(300369) 194 shares with voting rights, accounting for 749312% of the total shares of the company;
(2) A total of 7 shareholders attended the shareholders’ meeting through the online voting system, representing 58000 shares with voting rights, accounting for 0.0145% 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.
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 senior managers of the company.
The lawyers of the firm 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 notice of the meeting 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 provisions of 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 the work report of the board of directors in 2021
Voting results: Shanghai Amarsoft Information & Technology Co.Ltd(300380) 794 shares were approved, accounting for 999846% of the total number of valid voting shares attending the meeting; Against 46400 shares, accounting for 0.0154% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
2. Proposal on the work report of the board of supervisors in 2021
Voting results: Shanghai Amarsoft Information & Technology Co.Ltd(300380) 794 shares were approved, accounting for 999846% of the total number of valid voting shares attending the meeting; Against 46400 shares, accounting for 0.0154% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
3. Proposal on the company’s 2021 annual financial statement report
Voting results: Shanghai Amarsoft Information & Technology Co.Ltd(300380) 794 shares were approved, accounting for 999846% of the total number of valid voting shares attending the meeting; Against 46400 shares, accounting for 0.0154% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
4. Proposal on the company’s profit distribution plan for 2021
Voting results: Shanghai Amarsoft Information & Technology Co.Ltd(300380) 794 shares were approved, accounting for 999846% of the total number of valid voting shares attending the meeting; Against 46400 shares, accounting for 0.0154% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 11600 shares are agreed, accounting for 200000% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 46400 shares, accounting for 800000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5. Proposal on confirming the remuneration or allowance of directors and supervisors in 2021
5.01 remuneration of chairman Zhu Hai in 2021
When the shareholders’ meeting considered the proposal, the related shareholders Shenzhen Yirui Holding Co., Ltd. and Zhu Hai avoided the vote. Voting results: 74165575 shares were approved, accounting for 999375% of the total valid voting shares attending the meeting; Against 46400 shares, accounting for 0.0625% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting is: 11600 shares are agreed, accounting for 200000% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 46400 shares, accounting for 800000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5.02 remuneration of director Wang Jinyu in 2021
Voting results: Digiwin Software Co.Ltd(300378) 894 shares were approved, accounting for 999839% of the total number of valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0161% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 9700 shares were agreed, accounting for 167241% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 48300 shares, accounting for 832759% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
5.03 remuneration of director Yan Wenhao in 2021
Voting results: Digiwin Software Co.Ltd(300378) 894 shares were approved, accounting for 999839% of the total number of valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0161% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 9700 shares were agreed, accounting for 167241% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 48300 shares, accounting for 832759% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5.04 remuneration of director Lu Hehua in 2021
When the general meeting of shareholders considered the proposal, the related shareholder Lu Hehua avoided voting.
Voting results: 288180971 shares were approved, accounting for 999832% of the total number of valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0168% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 9700 shares were agreed, accounting for 167241% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 48300 shares, accounting for 832759% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5.05 Director Fu Hui’s remuneration for 2021
When the general meeting of shareholders considered the proposal, Fu Hui, a related shareholder, avoided voting.
Voting results: 285512648 shares were approved, accounting for 999831% of the total valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0169% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 9700 shares were agreed, accounting for 167241% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 48300 shares, accounting for 832759% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5.06 remuneration of director Zhu Suping in 2021
Voting results: Digiwin Software Co.Ltd(300378) 894 shares were approved, accounting for 999839% of the total number of valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0161% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 9700 shares were agreed, accounting for 167241% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 48300 shares, accounting for 832759% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5.07 annual allowance of independent director he Zuowen in 2021
Voting results: Digiwin Software Co.Ltd(300378) 894 shares were approved, accounting for 999839% of the total number of valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0161% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of small and medium-sized investors attending the meeting was: 9700 shares were agreed, accounting for 167241% of the number of valid voting shares held by small and medium-sized investors attending the meeting; Against 48300 shares, accounting for 832759% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
The bill was passed.
5.08 annual allowance of independent directors to Junjian in 2021
Voting results: Digiwin Software Co.Ltd(300378) 894 shares were approved, accounting for 999839% of the total number of valid voting shares attending the meeting; Against 48300 shares, accounting for 0.0161% of the total number of valid voting shares attending the meeting; Abstain 0 shares
