Guangdong Zhongtian law firm
About Guangzhou Lingnan Group Holdings Company Limited(000524)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
To: Guangzhou Lingnan Group Holdings Company Limited(000524)
Guangdong Zhongtian law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guangzhou Lingnan Group Holdings Company Limited(000524) (hereinafter referred to as “the company”), appointed the lawyer as the witness lawyer of the third extraordinary general meeting of shareholders in 2021, and issued this legal opinion on the convening, convening procedures, qualification of participants, voting procedures, voting results and other related matters of the general meeting of shareholders.
The company guarantees and promises to the exchange that the documents and explanations submitted to the exchange are true, and has provided the original written documents and duplicate documents necessary for issuing this legal opinion, and the relevant duplicate documents or copies are consistent with the original.
In order to issue this legal opinion, the lawyer reviewed the following documents related to the shareholders’ meeting provided by the company:
1. The Guangzhou Lingnan Group Holdings Company Limited(000524) articles of Association (hereinafter referred to as the “articles of association”); 2. The 17th meeting of the 10th board of directors held on November 26, 2021;
3. The notice on convening the third extraordinary general meeting in 2021 published on cninfo.com, China Securities Journal and securities times on November 27, 2021, and the suggestive notice on convening the third extraordinary general meeting in 2021 published on cninfo.com, China Securities Journal and securities times on December 9, 2021;
4. Registration records, identity certificates and power of attorney of shareholders attending the general meeting of shareholders; 5. Meeting documents of 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”), 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, other relevant laws, regulations, normative documents and the articles of association And in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is issued after verifying and verifying the above documents and relevant facts provided by the company.
1、 Convening and convening procedures of the general meeting of shareholders:
1. The shareholders’ meeting was convened in accordance with the resolution of the 17th meeting of the 10th Session of the board of directors held on November 26, 2021, and the convener’s qualification is legal and valid. The company published the notice on convening the third extraordinary general meeting in 2021 on cninfo.com, China Securities Journal and securities times on November 27, 2021, and the suggestive notice on convening the third extraordinary general meeting in 2021 on cninfo.com, China Securities Journal and securities times on December 9, 2021, The notice specifies the time and place of the meeting, the voting method of the meeting, the proposal of the meeting, the participants, the registration method and contact information of the shareholders attending the meeting, the equity registration date of the shareholders entitled to attend the meeting and their right to entrust agents to attend the meeting and vote, and other matters.
2. The shareholders’ meeting was held by combining on-site voting and online voting. Shareholders of the company can only choose one of on-site voting or online voting.
On site meeting time: 15:30 p.m. on Tuesday, December 14, 2021 online voting time:
(1) The specific time for online voting through the trading system of Shenzhen stock exchange is from 9:15 a.m. to 9:25, from 9:30 to 11:30 p.m. and from 13:00 to 15:00 p.m. on December 14, 2021; (2) the specific time for Internet voting through Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on December 14, 2021.
The venue of the meeting is the diamond hall on the second floor of China Hotel, No. 122 Liuhua Road, Yuexiu District, Guangzhou. Online voting is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Provide a voting platform in the form of network to all shareholders. The time, place and content of the shareholders’ meeting are consistent with the notice of the shareholders’ meeting. Signatures of all directors.
After the lawyer’s review, the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents, rules of Shenzhen Stock Exchange and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders attending the general meeting
According to the notice of the shareholders’ meeting, the shareholders attending the shareholders’ meeting are all the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the market at 15:00 p.m. on December 8, 2021. A shareholder who is unable to attend the meeting for some reason may authorize a proxy in writing to attend the meeting and vote.
According to the signatures (and power of attorney) of shareholders attending the on-site meeting of the general meeting of shareholders, there are 4 shareholders and authorized representatives of shareholders attending the on-site meeting, and the number of representative shares is 408795028, accounting for 60.9952% of the total voting shares of the company. All shareholders hold relevant certificates of holding shares, and the entrusted agents hold written power of attorney.
According to the statistics of Shenzhen Securities Information Co., Ltd. and verified and confirmed by the company, there are 5 shareholders voting through the Internet, and the number of representative shares is 93851599, accounting for 14.0033% of the total voting shares 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.
Based on the above two kinds of voting, there are 9 shareholders and authorized representatives of shareholders attending the shareholders’ meeting, and the number of representative shares is 502646627, accounting for 74.9985% of the total voting shares of the company. After verification by the lawyer, there are no shareholders who participate in both on-site voting and online voting at the shareholders’ meeting.
2. Other persons attending the meeting
According to the verification of the lawyer, in addition to the shareholders and their agents, the persons attending the shareholders’ meeting also include the company’s directors, supervisors, senior managers and witness lawyers.
Upon verification by the lawyer, all the persons attending or attending the shareholders’ meeting as nonvoting delegates have the right or have obtained legal and effective authorization to attend or attend the shareholders’ meeting as nonvoting delegates, which complies with the provisions of laws, regulations, normative documents and the articles of association. The authorized representatives of the shareholders of the company have been legally and effectively authorized to deliberate and vote on the proposal at the general meeting of shareholders.
3、 On the voting procedures and proposals of the general meeting of shareholders
1. Voting procedures of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site meeting voting and online voting. Shareholders (and authorized representatives) attending the on-site meeting and shareholders participating in online voting voted on all proposals listed in the notice of the general meeting of shareholders by open ballot, monitored the votes according to the procedures specified in the articles of association, and announced the voting results on the spot.
The lawyer believes that the on-site and online voting of the company’s general meeting of shareholders is carried out in accordance with relevant laws, regulations and the articles of association, and the voting procedures of the meeting are legal and effective.
2. Proposal of this shareholders’ meeting
The shareholders’ meeting voted on the following proposals:
(i) Deliberated and passed the proposal on renewing the appointment of accounting firms in 2021;
Voting:
Agree to 502646627 shares, accounting for 100.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the minority shareholders agreed to 7177421 shares, accounting for 1.4279% of the total number of valid voting shares attending the general meeting of shareholders; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders; 0 shares abstained, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Voting result: adopted.
4、 Conclusion
To sum up, the lawyer believes that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, departmental rules, normative documents, Shenzhen Stock Exchange and the articles of association, the qualifications of the convener, participants and voting procedures of the general meeting of shareholders are legal and effective, and the voting results and resolutions of the general meeting of shareholders are legal and effective.
The lawyer agrees to use this legal opinion only for the purpose of the company’s third extraordinary general meeting in 2021. The lawyer agrees that this legal opinion shall be announced together with other information disclosure materials of the company’s current general meeting, and shall be responsible for the above legal opinions according to law. This legal opinion shall not be used for other purposes without the written consent of the exchange and our lawyer.
Guangdong Zhongtian law firm
lawyer:
Han bidong
lawyer:
Zhong Yangfei
December 14, 2021
