Shanghai jintiancheng law firm
About Maccura Biotechnology Co.Ltd(300463)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 building, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai. Tel: 021-20511000 Fax: 021-20511999
Shanghai jintiancheng law firm
About Maccura Biotechnology Co.Ltd(300463)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Maccura Biotechnology Co.Ltd(300463)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") is entrusted by Maccura Biotechnology Co.Ltd(300463) (hereinafter referred to as "the company") to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "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") This legal opinion is issued in accordance with the relevant provisions of laws, regulations, rules and other normative documents such as the rules for the general meeting of shareholders of listed companies and the Maccura Biotechnology Co.Ltd(300463) articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders' meeting, Checked the relevant documents and materials deemed necessary by the exchange to issue this legal opinion, and participated in the whole process of the company's general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, our lawyers, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, hereby issue the following legal opinions: I. qualification of the convener of the general meeting of shareholders and the procedures for convening and convening the general meeting of shareholders
(I) convening of the general meeting of shareholders
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On December 30, 2021, the company
On December 31, 2021, the company published the notice of Maccura Biotechnology Co.Ltd(300463) on convening the first extraordinary general meeting of shareholders in 2022 on the information disclosure website designated by the China Securities Regulatory Commission on the gem. The aforesaid meeting notice specified the convener, convening date and time (including the date and time of the on-site meeting and the date and time of online voting), convening method Equity registration date, participants, meeting place, meeting deliberations, on-site meeting registration method, specific operation process of participating in online voting, meeting contact person and contact information. Among them, the date of publication of the announcement has reached 15 days from the convening date of the general meeting of shareholders.
(II) convening of the general meeting of shareholders
The on-site meeting of the general meeting of shareholders was held as scheduled at 14:00 on January 17, 2022 in conference room Maccura Biotechnology Co.Ltd(300463) 8 Anhe Second Road, Chengdu high tech Zone.
The general meeting of shareholders is held by combining on-site voting and online voting. The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 17, 2022.
After examination, the lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association. 2、 Qualification of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, there are 36 shareholders and shareholders' agents attending the general meeting, representing 260836384 voting shares, accounting for 46.8734% of the total shares of the company, including: 1. Shareholders and shareholders' agents attending the on-site meeting
After verification, the identity certificates, power of attorney and relevant materials of shareholder registration of the shareholders and their agents present at the shareholders' meeting were found. A total of 27 shareholders and shareholder representatives attended the on-site meeting of the shareholders' meeting, all of whom were registered with China Securities Depository and Clearing Co., Ltd. Shenzhen branch as of the afternoon closing of January 10, 2022, These shareholders hold 255333119 shares of the company, accounting for 45.8845% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders' agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by the provider of the online voting system, a total of 9 shareholders voted effectively through the online voting system, representing 5503265 voting shares, accounting for 0.9890% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the organization provided by the online voting system.
3. Minority investors and shareholders attending the meeting
A total of 20 small and medium-sized investor shareholders participated in the meeting through on-site and network, representing 68901731 voting shares, accounting for 12.3819% of the total shares of the company.
(Note: minority investor shareholders refer to other shareholders of the company except the following shareholders: shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
Upon verification by our lawyers, other persons attending the shareholders' meeting are directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
After review, the lawyers of the firm believe that the qualifications of the attendees of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective. 3、 Proposals considered at the general meeting of shareholders
After the review of the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; There was no amendment to the notified proposal at the on-site meeting of the general meeting of shareholders. 4、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders deliberated and voted on the proposals on the agenda by combining on-site voting and online voting, and did not shelve or refuse to vote for any reason.
According to the combined statistics of the voting results of on-site voting and online voting, the voting results of this shareholders' meeting are as follows:
1. Deliberating the proposal on general election of the board of directors and nomination of candidates for non independent directors of the Fifth Board of directors
1.01 election of Mr. Tang Yong as a non independent director of the 5th board of directors of the company
Voting results: agreed: 260799888 shares, accounting for 99.9860% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68865235 shares, accounting for 99.9470% of the valid voting shares held by small and medium-sized investors attending the meeting.
1.02 election of Mr. Wang Dengming as a non independent director of the 5th board of directors of the company
Voting results: agreed: 260853888 shares, accounting for 100.0067% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68919235 shares, accounting for 100.0254% of the valid voting shares held by small and medium-sized investors attending the meeting.
1.03 election of Mr. Liu Qilin as a non independent director of the 5th board of directors of the company
Voting results: agreed: 260795888 shares, accounting for 99.9845% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68861235 shares, accounting for 99.9412% of the valid voting shares held by small and medium-sized investors attending the meeting.
1.04 election of Mr. Wu Mingjian as a non independent director of the 5th board of directors of the company
Voting results: agreed: 260793887 shares, accounting for 99.9837% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68859234 shares, accounting for 99.9383% of the valid voting shares held by small and medium-sized investors attending the meeting.
1.05 election of Mr. Xu Shengguo as a non independent director of the 5th board of directors of the company
Voting results: agreed: 260793887 shares, accounting for 99.9837% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68859234 shares, accounting for 99.9383% of the valid voting shares held by small and medium-sized investors attending the meeting.
1.06 election of Mr. Li Bo as a non independent director of the 5th board of directors of the company
Voting results: agreed: 260793887 shares, accounting for 99.9837% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68859234 shares, accounting for 99.9383% of the valid voting shares held by small and medium-sized investors attending the meeting.
2. Deliberating the proposal on the general election of the company's board of directors and the nomination of independent director candidates for the Fifth Board of directors
2.01 election of Mr. Fu daiguo as an independent director of the 5th board of directors of the company
Voting results: agreed: 260814887 shares, accounting for 99.9918% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68880234 shares, accounting for 99.9688% of the valid voting shares held by small and medium-sized investors attending the meeting.
2.02 election of Mr. Liang Kaicheng as an independent director of the 5th board of directors of the company
Voting results: agreed: 260818897 shares, accounting for 99.9933% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68884244 shares, accounting for 99.9746% of the valid voting shares held by small and medium-sized investors attending the meeting.
2.03 election of Mr. Liao Zhenzhong as an independent director of the 5th board of directors of the company
Voting result: agreed: 260808897 shares, accounting for 99.9895% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68874244 shares, accounting for 99.9601% of the valid voting shares held by small and medium-sized investors attending the meeting.
3. Review the proposal on the general election of the board of supervisors and nomination of non employee representative supervisor candidates for the Fifth Board of supervisors
3.01 election of Ms. Zou yuan as the non employee representative supervisor of the 5th board of supervisors of the company
Voting results: agreed: 260837787 shares, accounting for 100.0005% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68903134 shares, accounting for 100.0020% of the valid voting shares held by small and medium-sized investors attending the meeting.
3.02 election of Ms. Deng Hong as non employee representative supervisor of the 5th board of supervisors of the company
Voting results: agreed: 260422009 shares, accounting for 99.8411% of the valid voting shares held by the shareholders attending the meeting. The motion was passed.
Among them, the voting of small and medium-sized investors: agreed: 68487356 shares, accounting for 99.3986% of the valid voting shares held by small and medium-sized investors attending the meeting.
After review, the lawyers of the firm believe that the voting procedures of the general meeting of shareholders comply with the company law, the rules of the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, convener qualifications, meeting attendance qualifications and voting procedures of the company's first extraordinary general meeting in 2022 are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules, other normative documents and the articles of association, The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate, which has the same legal effect after being signed and sealed.
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(there is no text on this page, which is about Maccura Biotechnology Co.Ltd(300463) 2022 of Shanghai jintiancheng law firm
Legal opinion of the first extraordinary general meeting of shareholders in (signature page)
Handling lawyer of Shanghai jintiancheng law firm:
Li Qing
Principal: Handling lawyer:
Gu Gongyun, Zhu Yanying
specific date
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