Beijing Shanggong law firm
S&PLAW FIRM
3 / F, Chang'an Building, 10 East Chang'an Street, Beijing, China zip code: 100006
Add:At 3 F Beijing Tower, No.10 East ChangAnAvenue, Beijing China Postcode: 100006
Tel: (8610) 65288888 Fax: (8610) 65226989
Website: www.splf.com com. cn. Email address (e-mail): [email protected].
Beijing Shanggong law firm
About Baolingbao Biology Co.Ltd(002286)
Legal opinion of 2021 annual general meeting
To: Baolingbao Biology Co.Ltd(002286)
In accordance with the 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"), the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the Baolingbao Biology Co.Ltd(002286) articles of Association (hereinafter referred to as the "articles of association") According to the rules of procedure of Baolingbao Biology Co.Ltd(002286) general meeting of shareholders (hereinafter referred to as "rules of procedure of general meeting of shareholders"), Beijing Shanggong law firm (hereinafter referred to as "the firm") accepts the entrustment of Baolingbao Biology Co.Ltd(002286) (hereinafter referred to as "the company") to appoint a lawyer to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting" or "the meeting") on the convening and convening procedures of the general meeting of shareholders of the company This legal opinion is issued on relevant issues such as the qualification of attendees, the qualification of conveners, the legitimacy of voting procedures and voting results of the meeting. Affected by the epidemic of pneumonia caused by novel coronavirus infection, the lawyers assigned by the exchange witnessed the shareholders' meeting by video.
In order to issue this legal opinion, we and our lawyers have checked and verified the legal documents and other documents and materials related to the subject matter provided by the company in accordance with the requirements and provisions of the current effective Chinese laws, regulations, relevant rules and normative documents. At the same time, we and our lawyers have also verified and verified other legal documents and other documents, materials and certificates that we and our lawyers believe are necessary to verify and verify for the issuance 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. The exchange and its lawyers agree to announce this legal opinion together with the resolution of the general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the firm and its lawyers attended the shareholders' meeting by video, and verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company. Now they express their legal opinions on the above matters as follows:
1、 Procedures for convening and convening this general meeting of shareholders
On April 29, 2022, the board of directors of the company made an announcement on cninfo.com.cn China Securities Network (www.cs. Com. CN.) Securities Times (www.securities. Com.) Securities Daily (www.zqrb. CN.) Shanghai Securities News (www.cn. Stock. Com.) The notice of Baolingbao Biology Co.Ltd(002286) on convening the 2021 annual general meeting of shareholders was released on relevant platforms, including the notice, which disclosed and explained the time and place of the meeting, the method of holding the meeting, the voting method of the meeting, the matters considered at the meeting, the objects attending the meeting, the registration procedures of the meeting, etc. The announcement date of the meeting notice has reached 20 days from the date of the shareholders' meeting.
After verification by the lawyers of the firm, the general meeting of shareholders was convened by the board of directors of the company, and the meeting was held by combining on-site and network. The on-site meeting of this meeting was held in the meeting room on the fifth floor of Baolingbao Biology Co.Ltd(002286) office building, No. 1, East Outer Ring Road, national high tech Industrial Development Zone, Dezhou (Yucheng), Shandong Province at 14:00 p.m. on May 20, 2022; The online voting of this meeting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. 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 p.m. and 13:00-15:00 p.m. on May 20, 2022. The specific time of voting through the Internet voting system of Shenzhen Stock exchange is any time from 9:15 to 15:00 on May 20, 2022. The meeting was presided over by Mr. desjue, chairman of the company.
The actual time and place of the shareholders' meeting are consistent with the contents of the notice of the shareholders' meeting. The shareholders' meeting deliberated on the proposals listed in the notice of the 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 of the general meeting of shareholders of listed companies and other laws and regulations, normative documents, as well as the articles of association and the rules of procedure of the general meeting of shareholders. 2、 On the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener
1. Shareholders and their representatives attending the general meeting of shareholders
After checking the company's register of shareholders, identity certificates and power of attorney of shareholders and shareholders' agents participating in the meeting provided by the company, and according to the online voting data provided by Shenzhen Securities Information Co., Ltd., the shareholders and shareholders' agents participating in the shareholders' meeting are 22 shareholders and shareholders' agents attending and voting at the meeting and online voting, The number of voting shares representing the company is 11990210, accounting for 322604% of the total shares of the company. The details are as follows:
(1) Shareholders and their proxies attending the shareholders' meeting on site
According to the signatures, identity certificates, power of attorney and other documents of the participants, there were 5 shareholders and their agents attending the shareholders' meeting on site, all of whom were the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch or their entrusted agents at the end of the transaction on the afternoon of May 13, 2022. The number of voting shares representing the company was 73277066, accounting for 197028% of the total shares of the company.
The lawyer of the firm checked the resident ID card and other relevant documents of the shareholders attending the meeting. The shareholders attending the meeting are the shareholders recorded in the register of shareholders on the equity registration date of the shareholders' meeting, and the power of attorney held by the shareholder agent is true and valid.
Our lawyers believe that the qualifications of the above shareholders or their agents to attend the meeting are legal and valid.
(2) Online voting
After summarizing the data provided by Shenzhen Securities Information Co., Ltd., 17 shareholders participated in online voting, holding 46703144 shares, accounting for 125576% of the total shares of the company.
Our lawyers believe that the qualifications of the above shareholders to attend the meeting are legal and valid.
2. Other persons attending or attending the general meeting of shareholders as nonvoting delegates
In addition to the above personnel attending the shareholders' meeting, the personnel attending the shareholders' meeting also included the company's directors, supervisors and the Secretary of the board of directors. The lawyers of the firm attended the shareholders' meeting, and other senior managers attended the shareholders' meeting as nonvoting delegates.
Our lawyers believe that the above-mentioned persons are legally qualified to attend or attend the general meeting of shareholders.
3. Qualification of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of relevant laws and regulations and the articles of association, and the convener's qualification is legal and valid.
In conclusion, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders and the qualifications of the convener of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders of listed companies, the articles of association and the rules of procedure of the general meeting of shareholders.
3、 Voting procedures and results of the general meeting of shareholders
The shareholders' meeting voted on the proposals listed in the announcement of the meeting by means of on-site voting and online voting, and considered and adopted the following proposals:
1. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 119850310 affirmative votes, 129900 negative votes and 0 abstention votes; The affirmative votes accounted for 998917% of the total voting shares attending the general meeting of shareholders.
2. Review and approve the work report of the board of supervisors in 2021
Voting results: 119850310 affirmative votes, 90500 negative votes and 39400 abstention votes; The affirmative votes accounted for 998917% of the total voting shares attending the general meeting of shareholders.
3. Review and adopt the annual report for 2021 and its summary
Voting results: 119889710 affirmative votes, 90500 negative votes and 0 abstention votes; The affirmative votes accounted for 999246% of the total voting shares attending the general meeting of shareholders.
4. Review and adopt the financial report for 2021
Voting results: 119850310 affirmative votes, 129900 negative votes and 0 abstention votes; The affirmative votes accounted for 998917% of the total voting shares attending the general meeting of shareholders.
5. Review and approve the profit distribution plan for 2021
Voting results: 119797010 affirmative votes, 183200 negative votes and 0 abstention votes; The affirmative votes accounted for 998473% of the total voting shares attending the general meeting of shareholders.
6. The proposal on the company's expected related party transactions with Shandong Yucheng rural commercial bank Co., Ltd. was deliberated and adopted
Voting results: 119850310 affirmative votes, 129900 negative votes and 0 abstention votes; The affirmative votes accounted for 998917% of the total voting shares attending the general meeting of shareholders.
7. The proposal on reappointment of Hexin Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was deliberated and adopted
Voting results: 119836410 affirmative votes, 143800 negative votes and 0 abstention votes; The affirmative votes accounted for 998801% of the total voting shares attending the general meeting of shareholders.
8. The proposal on continuing to apply for bank financing quota from banks was deliberated and adopted
Voting results: 119889710 affirmative votes, 90500 negative votes and 0 abstention votes; The affirmative votes accounted for 999246% of the total voting shares attending the general meeting of shareholders.
9. The proposal on Amending the articles of association was deliberated and adopted
Voting results: 119779910 affirmative votes, 200300 negative votes and 0 abstention votes; 833199% of the total number of shareholders who have the right to vote at the general meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting. 10. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
Voting results: 119889710 affirmative votes, 90500 negative votes and 0 abstention votes; The affirmative votes accounted for 999246% of the total voting shares attending the general meeting of shareholders.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting. 11. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
Voting results: 119850310 affirmative votes, 90500 negative votes and 39400 abstention votes; The affirmative votes accounted for 998917% of the total voting shares attending the general meeting of shareholders.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting. 12. Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
Voting results: 119889710 affirmative votes, 90500 negative votes and 0 abstention votes; The affirmative votes accounted for 999246% of the total voting shares attending the general meeting of shareholders.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting. 13. The proposal on Amending the measures for the administration of connected transactions was considered and adopted
Voting results: 119850310 affirmative votes, 129900 negative votes and 0 abstention votes; The affirmative votes accounted for 998917% of the total voting shares attending the general meeting of shareholders.
Verified by our lawyers, the on-site meeting of the general meeting of shareholders voted by open ballot. The shareholders or shareholders' agents attending the on-site meeting voted on the proposals listed in the agenda of the general meeting of shareholders one by one, and the votes were supervised, verified and counted by the scrutineer and the vote counter; The results of online voting are counted by Shenzhen Securities Information Co., Ltd. and transmitted to the company. According to the counting and statistics of the voting results of the on-site meeting and online voting made by the vote monitoring representative designated by the company and witnessed by the lawyer of the firm, the voting results of the proposals deliberated and adopted at the general meeting of shareholders comply with the provisions of the articles of association.
Our lawyers believe that the voting results of this general meeting of shareholders of the company comply with the provisions of 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 articles of association and the rules of procedure of the general meeting of shareholders. 4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders of listed companies and other laws and regulations, normative documents and the articles of association and the rules of procedure of the general meeting of shareholders; The qualifications of the personnel attending the on-site meeting and the convener are legal and valid; The voting procedures and results are legal and valid; The resolutions formed at this general meeting of shareholders are legal and valid.
This legal opinion is made in three originals without copies.
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Shanggong law firm on the Baolingbao Biology Co.Ltd(002286) 2021 annual general meeting of shareholders)
Handling lawyer of Beijing Shanggong law firm:
person in charge:
Song Huanzheng, Chen Guoqin
Zhi Lin
