南模生物: 上海市锦天城律师事务所关于上海南方模式生物科技股份有限公司2024 年年度报告的信息披露监管问询函有关事项的法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm addresses the inquiry regarding the information disclosure of Shanghai Southern Model Biotechnology Co., Ltd. for the 2024 annual report, particularly focusing on the implications of the termination of the concerted action relationship between the actual controllers of the company [1][2]. Group 1: Governance and Management Structure - The company has established a decision-making group but has not yet implemented it due to the postponement of the board of directors' re-election [6][9]. - The governance structure includes a shareholders' meeting as the authority, a board of directors responsible for executing resolutions, and a management team led by a general manager [7][9]. - The board consists of 9 directors, including 3 independent directors, and the chairman is elected by a majority of the board [6][8]. Group 2: Decision-Making Mechanism - The decision-making mechanism involves a voting system where each share has one vote, with ordinary resolutions requiring over 50% approval and special resolutions needing two-thirds [8][10]. - The board's decisions must be approved by a majority of directors, and any related party must abstain from voting on relevant matters [8][10]. - The company has established internal governance documents, including the Articles of Association and rules for shareholders' and board meetings, to ensure compliance with legal requirements [9][12]. Group 3: Compliance and Future Considerations - The company is in compliance with the Company Law, Securities Law, and relevant regulations, ensuring the protection of minority investors' interests [10][12]. - The decision-making group's operational effectiveness and its impact on governance cannot be assessed until it is formally established and operational [9][13]. - Future adjustments to the governance structure will depend on the outcomes of the board re-election and the decision on whether to retain the decision-making group [12][13].