Shanghai jintiancheng (Shenzhen) law firm
About Lb Group Co.Ltd(002601)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) jintiancheng shenlv witness Zi HT No. 001
22nd and 23rd floors, building 1, excellence Century Center, Fuhua 3rd road, Futian Central District, Shenzhen Tel: (86755) 82816698 Fax: (86755) 82816898
Postal Code: 518048
Shanghai jintiancheng (Shenzhen) law firm (hereinafter referred to as “the firm”) holds the practice license of law firm branch (original and duplicate) with the unified social credit code of 31440007272720702y issued by the competent authority – Guangdong Provincial Department of justice, and is qualified to practice according to law. Lawyer Huo ting and lawyer pan Qinsheng who wrote and signed the legal opinion of Shanghai jintiancheng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Lb Group Co.Ltd(002601) 2022 (hereinafter referred to as the “legal opinion”) with No. (2022) jintiancheng shenlv witness Zi HT No. 001 are the practicing lawyers of the firm (hereinafter referred to as the “handling lawyers of the firm”), They hold the lawyer’s practice certificate of the people’s Republic of China No. 14403199110407747 and 14403202010176547 issued by the competent authority – Guangdong Provincial Department of justice, and they are both qualified and effective in the annual review, and have the qualification of practicing subject according to law. Accordingly, the firm and its handling lawyers have the subject qualification to write, sign and issue this legal opinion.
As the perennial legal adviser hired by Lb Group Co.Ltd(002601) (hereinafter referred to as “your company”), we specially appointed our handling lawyer to attend and witness the on-site meeting of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “this general meeting”) held by your company at 14:30 on February 7, 2022 (Monday, the same below).
The handling lawyer of the office reviewed and verified the relevant procedures for convening and convening the general meeting of shareholders of your company, the main qualifications of the convener and the personnel attending and attending the general meeting of shareholders, the proposal considered by the general meeting of shareholders, the voting procedures and voting results of the proposal involved in the general meeting of shareholders, etc. On this basis, we hereby issue this legal opinion on the legality, compliance, authenticity and effectiveness of this general meeting of shareholders of your company.
This legal opinion is in accordance with the company law of the people’s Republic of China (revised in 2018) (hereinafter referred to as the company law) and the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules) and other laws and administrative regulations currently applicable Issued in accordance with the relevant provisions and requirements of administrative rules and normative documents and the currently applicable articles of Association (hereinafter referred to as the articles of association).
In order to issue this legal opinion, the firm and its handling lawyers hereby make the following statements: 1. The firm and its handling lawyers are based on the objective facts that have occurred or exist as of the date of issuance of this legal opinion and the laws and administrative regulations currently applicable to China This legal opinion is issued based on the understanding of the relevant provisions and requirements of administrative rules and normative documents. 2、 Your company has made a commitment and guarantee that it has fully disclosed the situation related to the general meeting of shareholders to the exchange and the handling lawyer of the exchange, and the documents and materials provided related to the general meeting of shareholders are true, accurate, objective and complete.
3、 The firm and its handling lawyers have fully examined and judged the documents and materials related to the issuance of this legal opinion, and issued this legal opinion accordingly. 4、 The firm and its handling lawyers only express legal opinions on the legality, compliance, authenticity and effectiveness of the general meeting of shareholders of your company.
5、 There are no false records, seriously misleading statements and major omissions in this legal opinion.
6、 There is no direct or indirect interest that may affect the fair performance of duties between the firm and its handling lawyers signed in this legal opinion and your company, its related parties, major shareholders, controlling shareholders and actual controllers holding 5% or more shares. 7、 This legal opinion is only for the purpose of this shareholders’ meeting of your company. Without the express written consent or permission of the exchange in advance, your company shall not use this legal opinion for any other purpose or purpose.
8、 We agree that your company will take this legal opinion as one of the information disclosure documents of the general meeting of shareholders, announce or disclose it together with the resolution of the first extraordinary general meeting of shareholders in Lb Group Co.Ltd(002601) 2022 (hereinafter referred to as the resolution of the general meeting of shareholders) and other documents, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
Based on the above, the firm and its handling lawyers, in accordance with the relevant provisions and requirements of laws, administrative regulations, administrative rules and normative documents such as the law of the people’s Republic of China on lawyers and the measures for the administration of law firms engaging in securities legal business, and in accordance with the business standards, ethics and the spirit of “diligence and responsibility” recognized by the lawyer industry, Based on the verification and verification of the documents and materials related to the shareholders’ meeting provided by your company, this legal opinion is hereby prepared according to law as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
It is verified that the general meeting of shareholders of your company was convened by its board of directors.
On January 17, 2022, your company held the 31st meeting of the seventh board of directors, deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders by combining on-site voting and online voting.
It is also verified that the board of directors of your company has published on the designated information disclosure media – China Securities Journal, securities times and cninfo website (http: / / www.cn. Info. Com. CN.) on January 18, 2022 (hereinafter referred to as “designated information disclosure media”) published the notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice) (Announcement No.: 2022-010), and decided to hold the on-site meeting of the first extraordinary general meeting of shareholders in 2022 at 14:30 on February 7, 2022. The notice covers the basic information of the shareholders’ meeting held by your company, including (but not limited to) the convener, meeting time (including on-site meeting time and online voting time), equity registration date, holding method, meeting voting method, attendees, on-site meeting place, meeting deliberations, meeting registration The specific operation process and other related matters of online voting shall be notified to all shareholders of your company in the form of announcement 15 days before the meeting.
(II) convening of this general meeting of shareholders
It is verified that the general meeting of shareholders of your company is held by combining on-site voting and online voting, including:
1. The on-site meeting was held at 14:30 on February 7, 2022 in the conference room of your company by on-site open ballot as scheduled.
The time, place and other matters of the meeting are consistent with those disclosed in the notice. The meeting deliberated and voted on the matters listed in the notice.
2. Online voting time: February 7, 2022. The specific time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is: 09:15-09:25, 09:30-11:30 and 13:00-15:00 on February 7, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is: 09:15-15:00, February 7, 2022.
Accordingly, the exchange believes that the convening method, procedures and methods of the general meeting of shareholders of your company are in line with the relevant provisions and requirements of the company law, rules and other laws, administrative regulations, administrative rules, normative documents and the articles of association, and are legal, compliant, true and effective. 2、 The main qualifications of the convener and the personnel attending the general meeting of shareholders
(I) principal qualification of Convener
It is verified that the general meeting of shareholders of your company was convened by its board of directors, which meets the relevant provisions and requirements of the company law, rules and other laws, administrative regulations, administrative rules and normative documents as well as the articles of association. Accordingly, the exchange believes that the subject qualification of the convener of the general meeting of shareholders of your company is legal, compliant, true and effective.
(II) personnel attending the general meeting of shareholders
1. Shareholders and their representatives
(1) Upon inspection, there are 21 shareholders (including shareholders’ representatives and agents authorized and entrusted by shareholders, the same below) of your company attending the on-site meeting of the general meeting of shareholders, and the number of representative shares is 929926740 shares, accounting for 39.0484% of the total voting shares of your company as of the equity registration date (Tuesday, January 25, 2022, the same below). According to the register of shareholders issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng Shenzhen Branch”) and the certificate and power of attorney presented by your shareholders attending the on-site meeting of the general meeting of shareholders as of 15:00 p.m. on January 25, 2022 provided by your company And other relevant information. After verification, the shareholders of your company attending the on-site meeting of the general meeting of shareholders are all the shareholders of your company registered in Shenzhen Branch of zhongdeng company at the end of the transaction as of 15:00 p.m. on January 25, 2022.
(2) According to the statistical data provided by and confirmed by Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”), during the online voting time, the total number of shareholders of your company voting directly through the trading system of Shenzhen Stock Exchange and the Internet voting system is 31, and the number of voting shares representing your company is 155720155, Accounting for 6.5388% of the total 2381470256 voting shares of your company as of the equity registration date. The subject qualification of the above shareholders of your company who vote online through the trading system of Shenzhen Stock Exchange and the Internet voting system is verified by the information company, the provider of the system.
2. Other personnel
After inspection, a total of 12 directors, supervisors and senior managers (including the Secretary of the board of directors, the same below) of your company attended the on-site meeting of the general meeting of shareholders.
Accordingly, the exchange believes that the subject qualification of the shareholders of your company attending the on-site meeting of the general meeting of shareholders meets the relevant provisions and requirements of the company law, rules and other laws, administrative regulations, administrative rules, normative documents and the articles of association, which is legal, compliant, true and effective; The subject qualification of the shareholders of your company who vote online through the trading system of Shenzhen Stock Exchange and the Internet voting system meets the relevant provisions and requirements of the company law, rules and other laws, administrative regulations, administrative rules, normative documents and the articles of association, which is legal, compliant, true and effective; The directors, supervisors and senior managers attending the on-site meeting of the general meeting of shareholders of your company are qualified to attend the general meeting of shareholders.
3、 Proposal reviewed at the general meeting of shareholders
After verification, the 31st meeting of the 7th board of directors of your company deliberated and approved the following proposal and submitted it to the shareholders’ meeting for deliberation one by one:
No. name of proposal
Proposal on formulating the salary management measures for the chairman of the board of directors, the chairman of the board of supervisors and senior managers
02 proposal on adjusting the allowances of independent directors, non independent directors and supervisors of the company
03 proposal on investing in the construction of an innovative project for the upgrading and transformation of 10000 tons of sponge titanium production line
04 proposal on investment and construction of 150000 T / a electronic grade lithium iron phosphate project
05 proposal on investing in the construction of a post-treatment project with an annual output of 200000 tons of titanium dioxide powder
After verification, the above proposal has been deliberated and adopted at the 31st meeting of the 7th board of directors and the 31st meeting of the 7th board of supervisors of your company, And made announcements on the designated information disclosure media on January 18, 2022 ( Lb Group Co.Ltd(002601) announcement on the resolution of the 31st meeting of the seventh board of directors, Announcement No.: 2022-005; announcement on the resolution of the 31st meeting of the seventh board of supervisors, Announcement No.: 2022-006).
After further verification, the above proposal is consistent with the proposal to be considered at this shareholders’ meeting listed by the board of directors of your company in the notice.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
According to the notice, the shareholders’ meeting of your company is held by combining on-site voting and online voting. Accordingly, the shareholders of your company attending this meeting can choose either on-site voting or online voting to exercise their voting rights. After verification, the on-site meeting of the general meeting of shareholders of your company considered and voted on the above proposal by open ballot, monitored and counted the votes (counted the votes of small and medium-sized investors separately) in accordance with the relevant provisions and requirements of the articles of association, and published the on-site voting results on the spot. The information company also provided the voting results of online voting in a timely manner. Accordingly, the board of directors of your company has combined the voting results of on-site voting and online voting.
The exchange believes that the voting procedures of the above-mentioned proposal considered and adopted by the general meeting of shareholders of your company comply with the relevant provisions and requirements of the company law, rules and other laws, administrative regulations, administrative rules, normative documents and the articles of association, and are legal, compliant, true and effective. (II) voting results
It is verified that there are 52 shareholders of your company who participated in the on-site meeting of the general meeting of shareholders and voted on the above proposal through the network system, and the number of voting shares representing your company is 1085646895 shares, accounting for 45.5873% of the total voting shares of your company as of the equity registration date.
After verification, your company deliberated and voted on the above proposal at the general meeting of shareholders, and the handling lawyer of our office confirmed the voting results shown in the table below:
Unit: shares
Voting results
order
