Beijing Guofeng law firm
Legal opinion on Shandong Ruyi Woolen Garment Group Co.Ltd(002193) the second extraordinary general meeting of shareholders in 2021
Gflgz [2021] No. a0647
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-88004488 / 66090088 Fax: 010-66090016
Beijing Guofeng law firm
About Shandong Ruyi Woolen Garment Group Co.Ltd(002193)
Legal opinion of the second extraordinary general meeting of shareholders in 2021
Gflgz [2021] No. a0647
To: Shandong Ruyi Woolen Garment Group Co.Ltd(002193)
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules”) and other laws, regulations and normative documents of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) As required by the articles of association of Shandong Ruyi Woolen Garment Group Co.Ltd(002193) (hereinafter referred to as “the articles of association”), Beijing Guofeng law firm (hereinafter referred to as “the firm”) accepts the entrustment of Shandong Ruyi Woolen Garment Group Co.Ltd(002193) (hereinafter referred to as “the company”), appoints its lawyers to attend the second extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) and issues this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues. In this legal opinion, according to the requirements of the rules, our lawyers only express their opinions on the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of attendees, the proposal of new proposals, the voting procedures of the general meeting of shareholders and the legitimacy of the voting results, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the general meeting of shareholders and the facts or data expressed in such proposals. Our lawyers shall bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 19 of the securities law and Article 5 of the rules, the lawyers of the firm verified and verified the relevant documents and matters provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and attended the second extraordinary general meeting of shareholders of the company in 2021. The legal opinions are as follows:
1、 Procedures for convening and convening the general meeting of shareholders
(i) Upon the inspection of our lawyers, the general meeting of shareholders of the company was convened by the board of directors of the company. On December 2, 2021 and December 15, 2021, The board of directors of the company issued the notice of Shandong Ruyi Woolen Garment Group Co.Ltd(002193) on convening the second extraordinary general meeting of shareholders in 2021, the notice of Shandong Ruyi Woolen Garment Group Co.Ltd(002193) on postponing the second extraordinary general meeting of shareholders in 2021 and the notice of Shandong Ruyi Woolen Garment Group Co.Ltd(002193) on convening the second extraordinary general meeting of shareholders in 2021 on China Securities news, securities times and http://www.cn.info.com.cn (after postponement). Upon examination, our lawyers believe that the publication date of the company’s announcement of convening the general meeting of shareholders has been more than 15 days from the date of convening the general meeting of shareholders; the announcement issued by the company specifies the time, place and deliberation matters of the meeting, and explains the equity of shareholders who have the right to attend and exercise their voting rights by proxy and who have the right to attend the general meeting of shareholders Registration date, registration method of shareholders attending the meeting, etc.
The procedures and announcements of the general meeting of shareholders of the company comply with the provisions of the company law, the rules and the articles of association. （2） The proposals submitted by the board of directors to the shareholders’ meeting for deliberation are:
1. Proposal on the implementation of asset replacement and related party transactions.
It is verified that the proposals reviewed at the general meeting of shareholders comply with the relevant provisions of the company law, the rules and the articles of association, have been listed in the relevant announcements of the general meeting of shareholders, and the contents of the proposals have been fully disclosed.
（3） It is verified that the meeting place of the shareholders’ meeting is the conference room of Ruyi Industrial Park Company, high tech Zone, Jining City, Shandong Province; the voting method is the combination of on-site voting and online voting.
（4） It is verified that the on-site meeting of the general meeting of shareholders is held at 09:30 on December 23, 2021; the voting time through the trading system of Shenzhen stock exchange is 09:15-09:25, 09:30-11:30 and 13:00-15:00 on December 23, 2021; the voting time through the Internet voting system of Shenzhen stock exchange is any time from 09:15-15:00 on December 23, 2021.
Upon the inspection of the lawyers of the exchange, the shareholders’ meeting was held in accordance with the time and place of the meeting, the way of attending the meeting, the voting method and the convening procedures specified in the articles of association.
2、 On the qualifications of the attendees of the general meeting of shareholders
According to the company law, the securities law, the rules, the articles of association and the announcement on convening the shareholders’ meeting, the participants in the shareholders’ meeting are:
1. After the closing of the stock market on the afternoon of the equity registration date (December 13, 2021), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and participate in the voting. The shareholder’s agent does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company.
3. Lawyers employed by the company.
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
Our lawyers witnessed the shareholders’ meeting by video. Upon the inspection of our lawyers, there were 29 shareholders and shareholders’ agents who participated in the voting at the shareholders’ meeting, representing 125402670 shares, accounting for 47.9156% of the total voting shares of the company; A total of 21 shareholders and shareholder agents participated in online voting, representing 26700308 shares, accounting for 10.2020% of the total voting shares of the company. Our lawyers believe that the qualifications of shareholders and shareholders’ agents attending the general meeting of shareholders meet the provisions of the company law, the securities law and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders; There is no case that the voting rights of shareholders and their representatives attending the general meeting of shareholders are invalid, the proxy is invalid or leads to potential disputes.
3、 Proposal of new proposals
Witnessed by our lawyers, no shareholders put forward new proposals at the general meeting of shareholders.
4、 Voting procedures of the general meeting of shareholders
After verification, the shareholders’ meeting voted on the proposal by combining on-site voting and online voting in accordance with the voting procedures specified in laws, administrative regulations and the articles of association. Related shareholders avoid voting. The scrutineer, the vote counter and the lawyers of the exchange jointly scrutinize and count the votes, and announce the voting results on the spot. The shareholders and shareholders’ agents attending the meeting have no objection to the voting results.
5、 Voting results of the general meeting of shareholders
According to the articles of association, all proposals considered at the general meeting of shareholders must be approved by more than half of the effective voting rights held by non affiliated shareholders and shareholder agents attending the general meeting of shareholders; All the proposals of the general meeting of shareholders will be voted by small and medium-sized investors (excluding directors, supervisors and senior managers of the company and shareholders who individually or jointly hold less than 5% of the company’s shares [excluding]), counted and disclosed separately.
According to the on-site inspection of the lawyers of the exchange, all the non affiliated shareholders and shareholders’ agents who have attended the general meeting of shareholders have passed more than half of the effective voting rights; The votes of small and medium-sized investors have been counted separately for all the proposals of the general meeting of shareholders. See the announcement of the general meeting of shareholders for the specific voting results of the general meeting of shareholders and the separate counting of votes of small and medium-sized investors.
6、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of Association; The qualifications of the participants are legal and valid; The voting procedures and results comply with the provisions of laws, regulations and the articles of Association; The relevant resolutions adopted at the general meeting of shareholders are legal and valid.
This legal opinion is made in duplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the second extraordinary general meeting of shareholders in Shandong Ruyi Woolen Garment Group Co.Ltd(002193) 2021)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Zhu Jingjie
Yao Shihui
December 23, 2021
