Shanghai Chengming Zezheng law firm
About Lifecome Biochemistry Co.Ltd(002868)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Lifecome Biochemistry Co.Ltd(002868)
Shanghai Chengming Zezheng law firm (hereinafter referred to as “the firm”), entrusted by Lifecome Biochemistry Co.Ltd(002868) (hereinafter referred to as “the company”), 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”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as “Securities Law”) In accordance with the rules of procedure of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of procedure of the general meeting of shareholders”) and the articles of association of Lifecome Biochemistry Co.Ltd(002868) (hereinafter referred to as the “articles of association”), the legal opinion of Shanghai Chengming Zezheng law firm on the first extraordinary general meeting of shareholders in Lifecome Biochemistry Co.Ltd(002868) 2022 (hereinafter referred to as the “legal opinion”) is issued. Affected by the epidemic of pneumonia by New Coronavirus, our lawyer witnessed the shareholders’ meeting through video.
The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to take this legal opinion as the legal document for the announcement of the company’s general meeting of shareholders, and submit it to Shenzhen stock exchange for review and announcement together with other announcements of the company.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The company held this shareholders’ meeting, and the board of directors has notified all shareholders in the form of announcement on the website of Shenzhen Stock Exchange, cninfo and other designated websites 15 days before the meeting. The announcement issued by the company specifies the time and place of the meeting and the matters to be considered at the meeting, and explains that shareholders have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the meeting, the registration method and contact telephone number of shareholders attending the meeting, etc.
According to the above announcement, the board of directors of the company has listed the matters discussed at the shareholders’ meeting in the announcement and fully disclosed the contents of the proposal in accordance with relevant regulations.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the company’s general meeting of shareholders was held at 15:00 p.m. on Monday, February 7, 2022 in conference room 1, second floor, the company’s comprehensive office building, No. 6, Park Avenue, Pucheng County, Fujian Province; Online voting through the trading system of Shenzhen Stock Exchange: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on Monday, February 7, 2022; The voting time through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on Monday, February 7, 2022 to 15:00 p.m. on Monday, February 7, 2022. The meeting passed the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders exercise their voting rights through the above system during the online voting time. The time, place and method of the meeting shall comply with the above notice.
It has been verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of procedure of the general meeting of shareholders and the articles of association.
2、 Legality and validity of the qualifications of the personnel attending the on-site meeting of the general meeting of shareholders and the convener
1. Shareholders attending the meeting and their proxies
According to the signature and power of attorney of shareholders (or their agents) attending the meeting and the data provided by the voting platform of the trading system of Shenzhen Stock Exchange, there are 7 shareholders (or their agents) attending the meeting, representing 67241710 shares, accounting for 43.2657% of the total voting shares of the company, including:
(1) The number of shareholders and shareholders’ proxies attending the on-site meeting and voting is 4, with 67206460 representative shares, accounting for 43.2430% of the total voting shares of the company;
(2) The number of shareholders of the company participating in online voting is 3, with 35250 representative shares, accounting for 0.0227% of the total voting shares of the company.
(3) Attendance of minority shareholders:
There are 5 minority shareholders voting on site and online, with 14753850 representative shares, accounting for 9.4931% of the total voting shares of the company. Among them, there are 2 minority shareholders who have passed the on-site voting, with 14718600 representative shares, accounting for 9.4705% of the total voting shares of the company; There are 3 minority shareholders voting online, representing 35250 shares, accounting for 0.0227% of the total voting shares of the company.
2. Other persons attending the meeting
It is verified that, in addition to shareholders and their agents, the participants at the meeting are directors, supervisors, some senior managers and witness lawyers hired by the company.
It has been verified that the qualifications of the personnel attending the company’s first extraordinary general meeting in 2022 are legal and valid in accordance with Chinese laws and regulations and the articles of association.
3. Qualification of Convener
It has been verified that the first extraordinary general meeting of shareholders in 2022 was convened by the board of directors after a resolution was made by the board of directors, which complies with the provisions of relevant laws and regulations and the articles of association, and the convener’s qualification is legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
There was no new temporary proposal at the shareholders’ meeting of the company, and the proposals listed in the meeting notice were considered and voted on the proposals listed in the agenda, but they were not shelved or not voted for any reason.
After verification, the company’s general meeting of shareholders voted on the matters notified and announced by the general meeting of shareholders by a combination of on-site open voting and online voting. After the voting, the votes were monitored according to the procedures specified in the articles of association and the voting results were announced on the spot. The number of votes deliberated and passed at the shareholders’ meeting complies with the provisions of the articles of association, and its voting procedures and voting results comply with the provisions of relevant laws and regulations and the articles of association.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of procedure of the general meeting of shareholders and the articles of Association; The qualifications of the personnel attending the general meeting of shareholders and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
This legal opinion is made in three originals without copies. (no text below)
(there is no text on this page, which is the signature page of the legal opinion of Shanghai Chengming Zezheng law firm on the first extraordinary general meeting of shareholders in Lifecome Biochemistry Co.Ltd(002868) 2022)
Shanghai Chengming Zezheng law firm
Witness: attorney in charge:
Wu Xiaoliang and Ma benxiao
Li Ruochen
specific date
