Notice of Chongqing Baijun law firm on the first extraordinary general meeting of shareholders in Landai Technology Group Corp.Ltd(002765) 2022
Legal opinion
February 9, 2022
Chongqing Baijun law firm
About Landai Technology Group Corp.Ltd(002765)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Baijunyu (2022) fayizi No. 127 to: Landai Technology Group Corp.Ltd(002765)
Chongqing Baijun law firm (hereinafter referred to as the firm) accepts the entrustment of Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as the company), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) In accordance with the provisions of laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) of China Securities Regulatory Commission, this legal opinion is issued on the relevant matters of the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders).
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The articles of association of the company published on cninfo.com and the website of Shenzhen Stock Exchange on April 27, 2021;
2. The company published the announcement on the resolution of the 20th meeting of the Landai Technology Group Corp.Ltd(002765) Fourth Board of directors, the announcement on the resolution of the 14th meeting of the Landai Technology Group Corp.Ltd(002765) Fourth Board of supervisors and relevant announcements on cninfo.com and the website of Shenzhen Stock Exchange on January 19, 2022;
3. The company published the notice of the board of directors on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com and the website of Shenzhen Stock Exchange on January 19, 2022
4. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
5. Registration records and voucher materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of relevant laws, administrative regulations, the articles of Association and the rules of the general meeting of shareholders, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange 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.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On January 18, 2022, the 20th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022. The board of directors of the company plans to hold the first extraordinary general meeting of shareholders in 2022 in conference room 506, company office building, 100 Jianshan Road, Biquan street, Bishan District, Chongqing at 14:58 p.m. on February 9, 2022. The company made an announcement on cninfo.com on January 19, 2022（ http://www.cn.info.com.cn. ）And other information disclosure media designated by the CSRC published the notice of the general meeting of shareholders, and notified all shareholders of the time, place, method, voting rules, participants and deliberation matters of the general meeting of shareholders in the form of announcement.
To sum up, the company informed the shareholders of the company in writing of the time, place, matters to be considered at the meeting, participants, registration methods of shareholders attending the meeting, contact information of the meeting and other relevant matters in advance.
After examination, our lawyers believe that the time, method and content of the notice of the company’s general meeting of shareholders, as well as the convening procedure of the general meeting of shareholders, comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association of the company.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:58 p.m. on Wednesday, February 9, 2022 in conference room 506, office building, No. 100 Jianshan Road, Biquan street, Bishan District, Chongqing. The on-site meeting was presided over by Zhu Tangfu, chairman of the company.
3. The specific time of online voting through the trading system of Shenzhen stock exchange is: 09:15-09:25, 09:30-11:30 and 13:00-15:00 on February 9, 2022; The specific time of voting through the Internet voting system is any time during 09:15-15:00 on February 9, 2022.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of the persons attending the shareholders’ meeting and the convener of the meeting
（1） Qualification of personnel attending the general meeting of shareholders
The lawyers of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate of the legal person shareholders attending the general meeting of shareholders, the certificate of legal representative or power of attorney and other relevant materials, and confirmed that there were 12 shareholders and shareholder agents attending the general meeting of shareholders of the company, representing 202304720 shares with voting rights, Accounting for 34.5% of the total voting shares of the company 7229%。
According to the online voting results of the shareholders’ meeting provided by Shenzhen Securities Information Co., Ltd. after the online voting of the shareholders’ meeting, there are 3 shareholders participating in the online voting of the shareholders’ meeting, representing 45800 voting shares, accounting for 0.0079% of the total voting shares of the company.
Among them, there are 9 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 916000 voting shares, accounting for 0.1572% of the total voting shares of the company.
To sum up, the number of shareholders and shareholders’ agents attending the general meeting of shareholders totaled 15, representing 202350520 voting shares, accounting for 34.7308% of the total voting shares of the company.
In addition to the above shareholders and shareholders’ agents attending the shareholders’ meeting, the persons attending and attending the on-site meeting of the shareholders’ meeting also include directors, supervisors, senior managers and lawyers of the firm.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
（2） Convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
（1） Voting procedures of the general meeting of shareholders
1. The content of the proposal considered at this shareholders’ meeting is consistent with the notice of shareholders’ meeting, and there is no situation of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system and Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
（2） Voting results of this shareholders’ meeting
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on adding non independent directors to the Fourth Board of directors of the company are as follows:
In this proposal, the additional non independent directors were voted by cumulative voting, and Mr. Niu Xuexi, Mr. Wang Xin and Mr. Liao Wenjun were elected as non independent directors of the Fourth Board of directors of the company. The details are as follows: 1.01 Mr. Niu Xuexi was elected as a non independent director of the Fourth Board of directors of the company
Mr. Niu Xuexi obtained 202304721 valid election votes, accounting for 99.9774% of the voting shares held by the shareholders attending the general meeting. The election result: the candidate for non independent director was elected.
Among them, the voting situation of small and medium-sized investors is: the number of valid election votes is 870201 shares, accounting for 95.0001% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders.
1.02 elect Mr. Wang Xin as a non independent director of the Fourth Board of directors of the company
Mr. Wang Xin obtained 202304724 valid election votes, accounting for 99.9774% of the voting shares held by the shareholders attending the general meeting. Election result: the candidate for non independent director was elected.
Among them, the voting situation of small and medium-sized investors is: the number of valid election votes is 870204 shares, accounting for 95.0004% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders.
1.03 elect Mr. Liao Wenjun as a non independent director of the Fourth Board of directors of the company
Mr. Liao Wenjun received 202304721 valid election votes, accounting for 99.9774% of the voting shares held by the shareholders attending the general meeting. The election result: the candidate for non independent director was elected.
Among them, the voting situation of small and medium-sized investors is: the number of valid election votes is 870201 shares, accounting for 95.0001% of the voting shares held by small and medium-sized investors attending the general meeting of shareholders.
2. The voting results of the proposal on the prediction of the company’s daily connected transactions in 2022 are as follows:
Voting results: 1359000 shares were approved, accounting for 100.0000% of the valid voting shares held by the shareholders attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the effective voting shares held by the shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the effective voting shares held by the shareholders attending the general meeting of shareholders.
Among them, the voting situation of small and medium-sized investors is: 916000 shares are agreed, accounting for 100.0000% of the voting shares held by small and medium-sized investors attending the meeting; 0 shares against, accounting for 0.0000% of the voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the voting shares held by small and medium-sized investors attending the meeting. The total number of voting shares of the company held by the related shareholders attending the on-site meeting, Mr. Zhu Tangfu, Ms. Xiong min and Mr. Zhu Junhan, was 200991520 shares, which had been withdrawn from voting during the deliberation of the proposal.
This proposal is an ordinary resolution of the general meeting of shareholders, which has been deliberated and adopted by more than half of the voting rights held by shareholders and shareholders’ agents attending the general meeting of shareholders.
The lawyers of the firm believe that the voting procedures and the number of votes of the company’s general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and effective.
The sum of relevant data totals and itemized values is not equal to 100%, which is caused by rounding.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders’ meeting 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 triplicate with the official seal of Chongqing Baijun law firm and signed by
