About Yango Group Co.Ltd(000671)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) Dacheng ronglv Zi No. 62
Beijing Dacheng (Fuzhou) law firm
www.dentons. cn.
21 / F, Yango Group Co.Ltd(000671) Times Square, 357 xiangban street, Taijiang District, Fuzhou (350002)
21F, Yango Times Square, 357 Xiangban Street,
Taijiang District, 350002, Fuzhou, P.R.C
Tel: 86 591-88017891 Fax: 86 591-88017890
To: Yango Group Co.Ltd(000671)
Beijing Dacheng (Fuzhou) law firm (hereinafter referred to as "the firm") accepted the entrustment of Yango Group Co.Ltd(000671) (hereinafter referred to as "the company") and appointed practicing lawyers Qi Wei and Chen Wei (hereinafter referred to as "Dacheng lawyer" or "the firm's lawyer") to attend the first extraordinary general meeting of the company in 2022.
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the relevant provisions of the company's charter, the lawyers of the firm have carried out the procedures for convening and convening the general meeting of shareholders of the company The legitimacy of important matters such as the qualification of the personnel attending the meeting, the qualification of the convener of the meeting and the voting procedures of the meeting shall be verified and legal opinions shall be issued.
In order to issue this legal opinion, Dacheng lawyer reviewed the following documents provided by the company, including but not limited to: 1 Articles of Association;
2. The resolution of the board of directors of the company to convene the general meeting of shareholders;
3. The company's notice document on convening this meeting;
4. Registration records and voucher materials of shareholders attending the general meeting of shareholders;
5. The proposal of the general meeting of shareholders and other relevant documents.
The company has assured Dacheng lawyer that the originals and copies of all documents provided by the company are true and complete. The company has disclosed all facts and documents sufficient to affect the issuance of this legal opinion to Dacheng lawyer without any concealment or omission.
Dacheng lawyer agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
The general meeting of shareholders is held and voted in a combination of on-site and network. In order to issue this legal opinion, in accordance with the provisions of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification of the relevant documents and facts involved in this shareholders' meeting, and now have the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The board of directors of the company decided to convene the shareholders' meeting. On January 11, 2022, the board of directors of the company announced the notice on convening the first extraordinary shareholders' meeting in 2022 in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com, and set out the time, place, main agenda Relevant matters such as the qualification of participants and the registration method of the meeting. The general meeting of shareholders was held as scheduled in the conference room of sunshine holding building, No. 1058, Yangshupu Road, Yangpu District, Shanghai on January 26, 2022.
Online voting time of this shareholders' meeting: online voting time through the trading system of Shenzhen Stock Exchange: 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 1:00 ~ 3:00 p.m. on January 26, 2022; The time of online voting through the Internet voting system of Shenzhen Stock Exchange: any time from 9:15 a.m. to 3:00 p.m. on January 26, 2022.
It is verified that the time and place of the shareholders' meeting are consistent with the notice of the meeting, and the convening, convening and notification procedures of the meeting comply with the relevant provisions of the company law, the securities law, the rules of the shareholders' meeting and the articles of association of the company.
2、 Qualifications of the personnel attending the general meeting of shareholders and the convener
There are 4 shareholders and their agents attending the on-site meeting of the general meeting of shareholders. The total number of representative shares is 598535097, accounting for 14.5414% of the total number of voting shares of the company. They are the shareholders or their agents of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the transaction on the afternoon of January 21, 2022.
According to the data provided by the online voting statistics organization designated by Shenzhen Stock Exchange, namely Shenzhen Securities Information Co., Ltd.:
Within the effective time, there are 55 shareholders who vote through the network and the system directly, and the total number of representative shares is 348275189 shares, accounting for 8.4613% of the total voting shares of the company;
A total of 59 shareholders and their proxies participated in the on-site meeting of the general meeting of shareholders and voted through the Internet, and the total number of representative shares was 946810286, accounting for 23.0027% of the total voting shares of the company.
In addition to the above shareholders and shareholders' agents, the personnel attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers and Dacheng lawyers of the company.
The convener of this general meeting of shareholders is the board of directors of the company.
Upon inspection, the qualifications of the above-mentioned personnel attending and attending the meeting as nonvoting delegates and the qualifications of the convener of the meeting meet the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association of the company.
3、 Voting procedures and results of this general meeting of shareholders
No new proposals were put forward by shareholders in this shareholders' meeting. The shareholders' meeting deliberated the proposals listed in the meeting notice, and the meeting adopted the combination of on-site voting and online voting. The shareholders and authorized representatives attending the on-site meeting of the general meeting of shareholders voted on the matters listed in the meeting notice by open ballot, and announced the voting results on the spot.
After the online voting of the general meeting of shareholders, the vote counter and scrutineer of the general meeting of shareholders counted and scrutinized the votes according to the specified procedures. According to the online voting data of the meeting and the voting results of the combined statistics of on-site voting and online voting provided by Shenzhen Securities Information Co., Ltd., the final voting results of the shareholders' meeting are as follows:
1. Review the proposal on the plan of controlling shareholders and related parties to terminate the implementation of the share increase plan of the company
Voting results: the related shareholders involved in the proposal have avoided voting when deliberating the amendment proposal. The proposal has been approved by more than half of the total voting shares attending the on-site meeting of the general meeting of shareholders and online voting.
Among them, the voting situation of small and medium-sized investors is: 46238610 shares are in favor, accounting for 99.6180% of the total voting shares of small and medium-sized investors attending the on-site meeting of the general meeting of shareholders and online voting; 177300 shares objected, accounting for 0.3820% of the total voting shares of small and medium-sized investors attending the on-site meeting of the general meeting of shareholders and online voting; 0 shares abstained, accounting for 0.0000% of the total voting shares of small and medium-sized investors attending the on-site meeting of the general meeting of shareholders and online voting.
2. Review the proposal on the change of guarantee for Huzhou Rongyang real estate, a joint-stock subsidiary
Voting results: the proposal is a special proposal, which has been adopted by more than two-thirds of the total voting shares attending the on-site meeting of the general meeting of shareholders and online voting.
Among them, the voting situation of small and medium-sized investors is: 43506397 shares are in favor, accounting for 93.7316% of the total voting shares of small and medium-sized investors attending the on-site meeting of the general meeting of shareholders and online voting; 2903013 shares opposed, accounting for 6.2543% of the total voting shares of small and medium-sized investors attending the on-site meeting of the general meeting of shareholders and online voting; 6500 shares abstained, accounting for 0.0140% of the total voting shares of small and medium-sized investors attending the on-site meeting of the general meeting of shareholders and online voting.
Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association of the company, and the voting results are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures, the qualifications of attendees, the qualifications of conveners, voting procedures and voting results of the company's general meeting of shareholders are in line with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of Association of the company, and the resolutions of the general meeting of shareholders are legal and effective.
This legal opinion is made in duplicate without duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Dacheng (Fuzhou) law firm on the first extraordinary general meeting of shareholders in Yango Group Co.Ltd(000671) 2022).
Head of Beijing Dacheng (Fuzhou) law firm: Zhang Jian
Handling lawyer: Qi Wei
Chen Wei
January 26, 2022
