Sichuan discovery law firm
About Sichuan Lutianhua Company Limited(000912)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) discovery law Yi Zi No. 167 to: Sichuan Lutianhua Company Limited(000912)
Sichuan discovery law firm (hereinafter referred to as the firm) accepts the entrustment of Sichuan Lutianhua Company Limited(000912) (hereinafter referred to as the company) and appoints its lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders). The lawyers of the firm shall, 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, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) and other laws, regulations and normative documents, as well as the Sichuan Lutianhua Company Limited(000912) articles of association (hereinafter referred to as the articles of association), this legal opinion is issued on the convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results of the company’s general meeting of shareholders.
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting of the company as nonvoting delegates, reviewed the originals or copies of relevant documents provided by the company for convening the shareholders’ meeting, including various agenda and relevant resolutions of the shareholders’ meeting, and listened to the statements and explanations of the company on relevant facts. The company guarantees and promises that the documents and statements and explanations provided by the company are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
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
After verification by our lawyers, the board of directors of the company issued a notice on the convening of the shareholders’ meeting in China Securities Journal, securities times, Shanghai Securities News and cninfo on December 27, 2021, announcing the time, place and contents to be considered.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting was held at 15:30 on January 27, 2022 in the conference room of Sichuan Lutianhua Company Limited(000912) building 3, Naxi District, Luzhou City, Sichuan Province. The meeting was presided over by Mr. Liao tingjun, chairman of the company.
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 general meeting of shareholders, the listing rules and the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
According to the account certificate, shareholding certificate, identity certificate, power of attorney, data provided by Shenzhen Securities Information Co., Ltd. and other relevant materials and documents of the shareholders attending the meeting, 25 shareholders and shareholders’ agents attended the meeting, with 890689487 representative shares, accounting for 56.8042% of the total shares of the company.
These include:
1. There are 8 shareholders attending the shareholders’ meeting on site and entrusted representatives, and the representative shares are 717749719 shares, accounting for 45.7749% of the total shares of the company.
2. There are 17 shareholders voting online, with 172939768 representative shares, accounting for 11.0293% of the total shares of the company.
3. The small and medium-sized investors who attended the meeting through on-site and online means represented 230416060 shares, accounting for 14.6949% of the total shares of the company.
The above shareholders are registered shareholders of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of January 21, 2022.
The directors, supervisors, senior managers and lawyers of the company attended or attended the shareholders’ meeting as nonvoting delegates. The convener of this general meeting of shareholders is the board of directors of the company.
After verification, our lawyers believe that the qualifications of the attendants and conveners of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the listing rules and the articles of association, and are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the announced proposals by combining on-site voting and online voting. The proposals deliberated at the shareholders’ meeting were consistent with the contents stated in the announcement, and the shareholders’ meeting did not vote on the matters not listed in the announcement.
The general meeting of shareholders counted and monitored votes in accordance with the procedures specified in the rules of the general meeting of shareholders and the articles of association, and announced the voting results at the meeting. As special matters are involved, when the shareholders’ meeting deliberates the eighth proposal, it is approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Due to related party transactions, when the general meeting of shareholders considered the first, sixth and seventh proposals, the related shareholders Agricultural Bank Of China Limited(601288) , Bank Of China Limited(601988) , Sichuan Lutianhua Company Limited(000912) (Group) Co., Ltd. and Luzhou Industrial Development Investment Group Co., Ltd. avoided voting.
In order to respect the interests of small and medium-sized investors and improve the participation of small and medium-sized investors in major matters decided by the general meeting of shareholders of the company, the general meeting of shareholders of the company has counted the votes of small and medium-sized investors separately and disclosed the separate counting of votes.
The shareholders and their proxies present at the meeting did not raise objections to the voting results, and the resolutions formed at the meeting were consistent with the voting results.
The following proposals were passed at this shareholders’ meeting:
1. Proposal on the prediction of daily connected transactions in 2022
2. Proposal on adding and electing Chen Maozhu as a non independent director of the seventh board of directors of the company
3. Proposal on adding and electing Gong Zhengying as a non independent director of the seventh board of directors of the company
4. Proposal on by election of Mr. Luo Hang as non employee supervisor of the seventh board of supervisors of the company
5. Proposal on by election of Mr. Lai Bingyou as the non employee supervisor of the seventh board of supervisors of the company
6. Proposal on business cooperation and related party transactions with Bank Of China Limited(601988)
7. Proposal on business cooperation and related party transactions with Agricultural Bank Of China Limited(601288) 8 Proposal on Amending the articles of Association
4、 Concluding observations
In conclusion, our lawyers 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 articles of association and the rules of the general meeting of shareholders; The qualification of attendees and convener is legal and valid; The voting procedures and results of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and valid.
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This legal opinion is made in three originals
This legal opinion is issued on January 27, 2022
Sichuan discovery law firm (official seal) handling lawyer: Huang Ji, Liu Hanqiu
