Beijing Guofeng law firm
About Sichuan Development Lomon Co.Ltd(002312)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0058
To: Sichuan Development Lomon Co.Ltd(002312) (your company)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission According to the relevant provisions of the measures for the administration of securities legal business of law firms (hereinafter referred to as the "practice measures") and the articles of association of your company (hereinafter referred to as the "articles of association"), Beijing Guofeng law firm (hereinafter referred to as the "firm") appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting"), And issue this legal opinion.
Our lawyers have checked the authenticity and legality of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of shareholders' meeting and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
After verification, the meeting was convened by the 14th meeting of the 6th board of directors of your company and approved by the board of directors
call together. On January 15, 2022, the board of directors of your company published in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）Website of Shenzhen Stock Exchange（ http://www.szse.cn. ）The notice of Sichuan Development Lomon Co.Ltd(002312) on convening the first extraordinary general meeting of shareholders in 2022 was publicly released.
On February 14, 2022, the board of directors of your company received an interim proposal from the controlling shareholder Sichuan Development Mining Group Co., Ltd. (renamed Sichuan Advanced Material Industry Investment Group Co., Ltd. on February 16, 2022), which holds 21.8844% of the shares, On February 15, 2022, the announcement on the addition of interim proposals and supplementary notice of the first extraordinary general meeting of shareholders in 2022 was publicly released in the designated media. The notice specifies the time and place of the meeting. The shareholders have the right to attend the shareholders' meeting in person or by proxy and exercise their voting rights. The shareholders have the right to attend the meeting, such as the date and method of equity registration, the time and method of online voting, contact address, contact person and other matters. At the same time, it lists the matters to be considered at the meeting.
(II) convening of this meeting
Your company will vote at this meeting by combining on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled at 14:00 p.m. on February 25, 2022 in conference room 1, floor 9, block B, territorial global financial center, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan Province. This meeting was presided over by Mr. Mao Fei, chairman of your company. The time for online voting through the trading system of Shenzhen Stock Exchange at this meeting is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 25, 2022; The time for online voting through the Internet voting system is 9:15-15:00 on February 25, 2022.
It is verified that the time, place, method and topic of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Independent directors publicly solicit shareholders' voting rights
According to the company on February 15, 2022（ http://www.cn.info.com.cn. ）According to the report on public solicitation of entrusted voting rights by Sichuan Development Lomon Co.Ltd(002312) independent directors disclosed, Zhou Yousu, an independent director of the company, accepted the entrustment of other independent directors as the soliciter, During the period from February 23, 2022 to February 24, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.), solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered by the company's general meeting of shareholders. It is confirmed by the company that no shareholder entrusted Zhou Yousu, an independent director, to vote during the above-mentioned period of solicitation of voting rights.
After verification, our lawyers believe that the procedures for independent directors to solicit voting rights comply with the provisions of the measures for the administration of equity incentives of listed companies, the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies, the rules of the general meeting of shareholders and the articles of association.
3、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures and power of attorney of shareholders attending the on-site meeting of the meeting, the register of shareholders as of the equity registration date of the meeting and relevant shareholder identity documents, and the statistical results of on-site and online voting fed back by Shenzhen Securities Information Co., Ltd., a total of 150 shareholders (shareholder agents) voted on-site and online at the meeting, representing 687822623 shares, Accounting for 39.0100% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
After inspection, the qualifications of the above-mentioned personnel attending the on-site meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective; The qualification of the above shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
4、 Voting procedures and results of various proposals at this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company's announced meeting notice. After deliberation item by item and in accordance with the voting procedures stipulated in the articles of association and the rules of procedure of the general meeting of shareholders, the following proposals were voted and passed:
1. Proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions in compliance with relevant laws and regulations
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1514200 opposition shares, accounting for 0.5015% of the total number of valid voting shares attending the meeting; 133200 shares abstained, accounting for 0.0441% of the total number of valid voting shares attending the meeting.
2. The proposal on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions was deliberated and adopted item by item
2.01 overview of transaction scheme
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.02 issue shares to purchase assets
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.03 types of shares
Voting results: 300296723 shares were approved, accounting for 99.45% of the total number of valid voting shares attending the meeting; Against 1512300 shares, accounting for 0.5008% of the total number of valid voting shares attending the meeting; 148400 shares were abstained, accounting for 0.0491% of the total number of valid voting shares attending the meeting.
2.04 issuing object and method
Voting results: 300296723 shares were approved, accounting for 99.45% of the total number of valid voting shares attending the meeting; 1534400 opposed shares, accounting for 0.5082% of the total number of valid voting shares attending the meeting; 126300 shares abstained, accounting for 0.0418% of the total number of valid voting shares attending the meeting.
2.05 issue price
Voting results: 300201123 shares were approved, accounting for 99.4184% of the total number of valid voting shares attending the meeting; Against 1717300 shares, accounting for 0.5687% of the total number of valid voting shares attending the meeting; Abandon
2.06 issue quantity
Voting results: 300296723 shares were approved, accounting for 99.45% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 22800 shares abstained, accounting for 0.0076% of the total number of valid voting shares attending the meeting.
2.07 share lock up period
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.08 performance commitment period
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.09 performance commitment assets and commitment amount
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.10 compensation method and calculation formula
Voting results: 300296723 shares were approved, accounting for 99.45% of the total number of valid voting shares attending the meeting; 1651200 opposed shares, accounting for 0.5468% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.11 impairment test and compensation
Voting results: 300279023 shares were approved, accounting for 99.4442% of the total number of valid voting shares attending the meeting; Against 1668900 shares, accounting for 0.5527% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.12 implementation of compensation
Voting results: 300296723 shares were approved, accounting for 99.45% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 22800 shares abstained, accounting for 0.0076% of the total number of valid voting shares attending the meeting.
2.13 profit and loss arrangement during the period
Voting results: 300310023 shares were approved, accounting for 99.4544% of the total number of valid voting shares attending the meeting; 1637900 opposed shares, accounting for 0.5424% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.14 accumulated undistributed profits
Voting results: 300293823 shares were approved, accounting for 99.4491% of the total number of valid voting shares attending the meeting; 1654100 opposition shares, accounting for 0.5478% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.15 listing place of the shares issued in this transaction
Voting results: 300435623 shares were approved, accounting for 99.496% of the total number of valid voting shares attending the meeting; Against 1512300 shares, accounting for 0.5008% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
2.16 validity period of this transaction resolution
Voting results: 300433723 shares were approved, accounting for 99.4954% of the total number of valid voting shares attending the meeting; 1514200 opposition shares, accounting for 0.5015% of the total number of valid voting shares attending the meeting; 9500 shares were abstained, accounting for 0.0031% of the total number of valid voting shares attending the meeting.
3. Voting results of the proposal that this transaction constitutes a connected transaction but does not constitute a major asset reorganization and listing: 300420423 shares were agreed, accounting for 99.491% of the total number of valid voting shares attending the meeting; Against 1512300 shares, accounting for
