Shanghai jintiancheng law firm
About Bece Legend Group Co.Ltd(000803)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Bece Legend Group Co.Ltd(000803)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Bece Legend Group Co.Ltd(000803)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company”) to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This legal opinion is issued in accordance with the relevant provisions of laws, regulations, rules and other normative documents such as the rules for the general meeting of shareholders of listed companies and the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted necessary verification and verification on the relevant matters involved in this shareholders’ meeting in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), Checked the relevant documents and materials deemed necessary by the exchange to issue the legal opinion, and participated in the whole process of the company’s general meeting of shareholders. The exchange guarantees that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and is willing to bear corresponding legal liabilities.
In view of this, in accordance with the requirements of the above laws, regulations, rules and normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 The qualification of the convener of this general meeting of shareholders and the procedures for convening and convening it
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. On January 25, 2022, the company was on cninfo.com（ http://www.cn.info.com.cn. ）The notice of Bece Legend Group Co.Ltd(000803) on convening the first extraordinary general meeting of shareholders in 2022 was published to announce the time, place, deliberation items, attendees and registration methods of the general meeting of shareholders. The date of publication of the announcement is 15 days from the date of the general meeting of shareholders.
The general meeting of shareholders was held by combining on-site voting and online voting. The on-site meeting was held at 14:00 on February 16, 2022 in the company conference room 1204, Renhe square office building, No. 9, Section 1, Shehua South Road, Shunqing District, Nanchong City, Sichuan Province. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 16, 2022; The specific time of online voting through the Internet voting system is any time from 9:15 to 15:00 on February 16, 2022.
After verification, the board of directors of the company has notified all shareholders in the form of announcement in accordance with relevant regulations before the shareholders’ meeting. The time, place and content of the shareholders’ meeting are consistent with those specified in the meeting notice.
The lawyers of the firm believe that the qualification of the convener of the general meeting of shareholders is legal and effective, and the convening and convening procedures of the general meeting of shareholders comply with the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders
(I) shareholders attending the meeting and their proxies
After verification, 151 shareholders and shareholders’ agents attended the general meeting, representing 161654882 voting shares, accounting for 67.2933% of the total shares of the company, including: 1 Shareholders and their proxies attending the on-site meeting
According to the signatures and power of attorney of shareholders and shareholders’ agents attending the meeting, there are 4 shareholders and shareholders’ agents attending the on-site meeting of the general meeting of shareholders, representing 3838492 shares with voting rights, accounting for 1.5979% of the total shares of the company.
Verified by our lawyers, the above shareholders and shareholders’ agents have legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
2. Shareholders participating in online voting
According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 147 shareholders voted effectively through the online voting system, representing 157816390 voting shares, accounting for 65.6954% of the total shares of the company.
The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
3. Shareholders of small and medium-sized investors attending the meeting
A total of 142 small and medium-sized investor shareholders participated in the meeting through on-site and online, representing 79136417 voting shares, accounting for 32.9427% of the total shares of the company.
(Note: small and medium-sized investors refer to other shareholders of the company except the following shareholders: the actual controller of the company and its persons acting in concert; shareholders who individually or jointly hold more than 5% of the shares of the company; directors, supervisors and senior managers of the company.)
(II) other personnel attending the meeting
According to the verification of our lawyers, other persons attending the shareholders’ meeting as nonvoting delegates are some directors, supervisors and senior managers of the company, and their qualifications to attend the meeting are legal and valid.
Our lawyers believe that the qualifications of the attendants of the company’s general meeting of shareholders are legal and valid, and comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association. 3、 Voting procedures and results of this general meeting of shareholders
All proposals listed in the notice of the general meeting of shareholders were considered at this general meeting of shareholders. In accordance with the voting procedures stipulated in the articles of association and the rules for the general meeting of shareholders of listed companies, the general meeting of shareholders deliberated and voted on the following proposals:
1. Proposal on signing the supplementary agreement to the performance commitment compensation agreement
Voting results:
Agreed: 106299876 shares, accounting for 69.1993% of the total number of valid voting shares; Objection: 47314170 shares, accounting for 30.8007% of the total number of effective voting shares; Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares.
Related shareholders Gan Hainan and Duan Mingxiu avoided voting.
Voting of minority shareholders:
Agreed: 77138548 shares, accounting for 99.9078% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 71200 shares, accounting for 0.0922% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the meeting.
2. Proposal on the second phase of restricted stock incentive plan (Draft) and its summary of the company
Voting results:
Agreed: 110528771 shares, accounting for 69.4759% of the total number of valid voting shares; Objection: 47335670 shares, accounting for 29.7541% of the total number of effective voting shares; Abstention: 1225041 shares, accounting for 0.7700% of the total number of valid voting shares. Related shareholders Kuang Zhiwei, Wu Yanping, Gu bin and sun Fuwei have avoided voting.
Voting of minority shareholders:
Agreed: 76923276 shares, accounting for 98.3158% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 92700 shares, accounting for 0.1185% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5657% of the total number of valid voting shares held by minority shareholders.
3. Proposal on the management measures for the implementation and assessment of the second phase of restricted stock incentive plan of the company
Voting results:
Agreed: 110528771 shares, accounting for 69.4759% of the total number of valid voting shares; Objection: 47335670 shares, accounting for 29.7541% of the total number of effective voting shares; Abstention: 1225041 shares, accounting for 0.7700% of the total number of valid voting shares. Related shareholders Kuang Zhiwei, Wu Yanping, Gu bin and sun Fuwei have avoided voting.
Voting of minority shareholders:
Agreed: 76923276 shares, accounting for 98.3158% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 92700 shares, accounting for 0.1185% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5657% of the total number of valid voting shares held by minority shareholders.
4. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan of the company
Voting results:
Agreed: 113094171 shares, accounting for 69.9603% of the total number of valid voting shares; Objection: 47335670 shares, accounting for 29.2819% of the total number of effective voting shares; Abstention: 1225041 shares, accounting for 0.7578% of the total number of effective voting shares.
Voting of minority shareholders:
Agreed: 77818676 shares, accounting for 98.3348% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 92700 shares, accounting for 0.1171% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5480% of the total number of valid voting shares held by minority shareholders attending the meeting.
5. Proposal on subordinate companies to carry out financial leasing business and provide guarantee for them
Voting results:
Agreed: 113115671 shares, accounting for 69.9736% of the total number of effective voting shares; Objection: 47314170 shares, accounting for 29.2686% of the total number of valid voting shares; Abstention: 1225041 shares, accounting for 0.7578% of the total number of effective voting shares.
Voting of minority shareholders:
Agreed: 77840176 shares, accounting for 98.3620% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 71200 shares, accounting for 0.0900% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5480% of the total number of valid voting shares held by minority shareholders attending the meeting.
6. Proposal on increasing business scope and amending the articles of Association
Voting results:
Agreed: 113115671 shares, accounting for 69.9736% of the total number of effective voting shares; Objection: 47314170 shares, accounting for 29.2686% of the total number of valid voting shares; Abstention: 1225041 shares, accounting for 0.7578% of the total number of effective voting shares.
Voting of minority shareholders:
Agreed: 77840176 shares, accounting for 98.3620% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 71200 shares, accounting for 0.0900% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5480% of the total number of valid voting shares held by minority shareholders attending the meeting.
7. Proposal on Amending the rules of procedure of the general meeting of shareholders
Voting results:
Agreed: 113115671 shares, accounting for 69.9736% of the total number of effective voting shares; Objection: 47314170 shares, accounting for 29.2686% of the total number of valid voting shares; Abstention: 1225041 shares, accounting for 0.7578% of the total number of effective voting shares.
Voting of minority shareholders:
Agreed: 77840176 shares, accounting for 98.3620% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 71200 shares, accounting for 0.0900% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5480% of the total number of valid voting shares held by minority shareholders attending the meeting.
8. Proposal on Amending the rules of procedure of the board of directors
Voting results:
Agreed: 113115671 shares, accounting for 69.9736% of the total number of effective voting shares; Objection: 47314170 shares, accounting for 29.2686% of the total number of valid voting shares; Abstention: 1225041 shares, accounting for 0.7578% of the total number of effective voting shares.
Voting of minority shareholders:
Agreed: 77840176 shares, accounting for 98.3620% of the total number of valid voting shares held by minority shareholders attending the meeting; Objection: 71200 shares, accounting for 0.0900% of the total number of valid voting shares held by minority shareholders attending the meeting; Abstention: 1225041 shares, accounting for 1.5480% of the total number of valid voting shares held by minority shareholders attending the meeting.
9. On Amending the board of supervisors
