Legal opinion
Guangdong lianyue law firm on Youngy Co.Ltd(002192)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Guangdong lianyue law firm (hereinafter referred to as "the firm") accepted the entrustment of Youngy Co.Ltd(002192) (hereinafter referred to as "Rongjie shares" or "the company") and appointed lawyer Chen Hanhan and lawyer Lu Runzi (hereinafter referred to as "the firm's lawyer") to attend and witness the first extraordinary general meeting of the company in 2022 (hereinafter referred to as "the general meeting of shareholders"), And in accordance with the relevant provisions of 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 (hereinafter referred to as the "Securities Law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") and the Youngy Co.Ltd(002192) articles of Association (hereinafter referred to as the "articles of association"), Having examined the convening, convening procedures, qualifications of attendees, qualifications of conveners, voting procedures and voting results of the general meeting of shareholders, this legal opinion is hereby issued as follows:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) the company has published on China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on January 27, 2022 The notice of Youngy Co.Ltd(002192) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of general meeting of shareholders") was published on the website. After verification, the above notice specifies the time, place, deliberation matters and participants of the meeting, and explains the way to participate in the general meeting of shareholders, the equity registration date of shareholders entitled to attend the meeting, the registration method of shareholders attending the meeting, online voting procedures and time arrangement, contact number and contact name.
(II) after verification by our lawyers, the general meeting of shareholders is held by combining on-site voting and online voting, including:
1. The on-site meeting of the general meeting of shareholders was held at 14:30 on Friday, February 18, 2022 in the conference room of the company on the 45th floor of Guangzhou International Financial Center, No. 5 Zhujiang West Road, Tianhe District, Guangzhou. The general meeting of shareholders was presided over by Mr. LV Xiangyang, chairman of the board, and deliberated on the deliberation matters listed in the notice of general meeting of shareholders.
2. According to the notice of shareholders' meeting, the shareholders' meeting provided online voting arrangements for shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. The specific time for shareholders of the company to vote through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 18, 2022;
Legal opinion
The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 18, 2022.
The time, place and other matters of the shareholders' meeting are consistent with the disclosure of the meeting notice. According to the verification of our lawyers, the convening and convening procedures of this meeting comply with laws, regulations, rules of the general meeting of shareholders and the articles of association. 2、 On the qualifications of the personnel attending the general meeting of shareholders
(I) shareholders, shareholders' representatives and authorized voting agents attending the meeting
According to the identity certificate of shareholders, proxy and voting certificate of shareholders of the company, the proxy of shareholders of the company and the registration form of shareholders of the company on the Internet, a total of 2776 shares, the proxy of shareholders and the proxy of shareholders attending the meeting, and the registration form of shareholders of the company on the Internet, Accounting for 37.0958% of the total share capital of the company. Among them, 13 shareholders, shareholders' representatives and entrusted voting agents attended the on-site meeting of the general meeting of shareholders, with 64250422 representative shares, accounting for 24.7402% of the total share capital of the company; A total of 63 shareholders voted online, representing 32070857 shares, accounting for 12.3492% of the total share capital of the company. The above shareholders who vote through the online voting system shall be verified by the identity verification institution of Shenzhen Stock Exchange.
According to the verification of the lawyers of the exchange, the shareholders attending the general meeting of shareholders are the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the trading on the afternoon of February 11, 2022.
(II) other personnel attending the meeting
In addition to the above-mentioned shareholders and shareholders' agents, the personnel attending the shareholders' meeting also include the company's directors, supervisors, senior managers and witness lawyers.
After verification by our lawyers, the above-mentioned persons are legally qualified to participate in the general meeting of shareholders.
3、 On the qualification of the convener of the general meeting of shareholders
The convener of the general meeting of shareholders is the board of directors of the company. The lawyers of the firm believe that the qualification of the convener meets the provisions of relevant laws, regulations and the articles of association, and its qualification is legal and valid.
4、 Voting procedures and results of the general meeting of shareholders
(I) according to the notice of the shareholders' meeting, the following proposals were considered at the shareholders' meeting:
1. Review the proposal on the prediction of daily connected transactions in 2022;
2. Review the proposal on the amount of financial assistance and guarantee provided by the controlling shareholders and actual controllers for the company in 2022;
3. Deliberating the proposal on the prediction of guarantee amount for holding subsidiaries in 2022;
4. Deliberated the proposal on the amount of financial assistance for holding subsidiaries in 2022.
The above proposals are related party transaction proposals, and the related shareholder Rongjie group and its persons acting in concert abstained from voting; At the same time, it is also a major issue affecting small and medium-sized investors. The votes of small and medium-sized investors are counted and disclosed separately.
Legal opinion
(II) the shareholders' meeting adopts the combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders voted by open ballot. The shareholders attending the on-site meeting and their entrusted agents voted on the proposals listed in the matters to be considered at the general meeting of shareholders one by one, and announced the voting results on the spot after the scrutineer and the teller monitored, checked and counted the votes. Shenzhen Securities Information Co., Ltd. provides the voting rights and statistics of online voting. After the voting of this general meeting of shareholders, the company consolidated and counted the voting results of on-site and online voting.
(III) the voting results of this shareholders' meeting are as follows:
1. Review the proposal on the prediction of daily connected transactions in 2022;
33733887 shares were approved, accounting for 99.8931% of the total voting shares (including online voting); Against 36100 shares and abstained from 0 shares.
2. Review the proposal on the amount of financial assistance and guarantee provided by the controlling shareholders and actual controllers for the company in 2022;
33673387 shares agreed, accounting for 99.7139% of the total voting shares (including online voting); 32900 against and 63700 abstained.
3. Deliberating the proposal on the prediction of guarantee amount for holding subsidiaries in 2022;
32492920 shares were approved, accounting for 96.2183% of the total voting shares (including online voting); 1214067 against and 63000 abstained.
4. Deliberated the proposal on the amount of financial assistance for holding subsidiaries in 2022.
32473120 shares agreed, accounting for 96.1597% of the total voting shares (including online voting); Against 1213367 shares and abstained 83500 shares.
After verification, the company voted on the matters listed in the meeting notice by open ballot. According to the voting results, the above proposal was effectively voted by the shareholders of the company participating in the voting. The voting procedures of the meeting comply with the provisions of the company law, the securities law and the rules of the general meeting of shareholders.
5、 Concluding observations
Through on-site witness, our lawyers believe that the convening, convening procedures and voting methods of this general meeting of shareholders comply with the provisions of the company law, the securities law and other laws, administrative regulations and the articles of association. The personnel attending the meeting and the convener of this general meeting of shareholders have legal and effective qualifications, and the voting procedures and results are true, legal and effective.
(no text below)
Legal opinion
(there is no text on this page, which is the signature page of the legal opinion of Guangdong lianyue law firm on the first extraordinary general meeting of shareholders in Youngy Co.Ltd(002192) 2022)
Guangdong lianyue law firm (seal) handling lawyer: Chen Hanhan
Head of law firm: Liu Tao, Lu Runzi
Guangzhou, China February 18, 2022
