Beijing Jindu law firm
About Levima Advanced Materials Corporation(003022)
The fourth extraordinary general meeting of shareholders in 2021
Legal opinion
To: Levima Advanced Materials Corporation(003022)
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Levima Advanced Materials Corporation(003022) (hereinafter referred to as the company) 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) and the rules for the general meeting of shareholders of listed companies (revised in 2016) of the China Securities Regulatory Commission (hereinafter referred to as the rules of the general meeting of shareholders) and other effective laws, administrative regulations, rules and normative documents of the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the Levima Advanced Materials Corporation(003022) articles of Association (hereinafter referred to as the articles of association) ）According to the relevant provisions of the company, a lawyer was appointed to attend the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the general meeting of shareholders) held by the company on December 23, 2021, and issued this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to: 1. Articles of Association;
2、 On December 8, 2021, the company published the announcement on the resolution of the fifth meeting of the second board of directors of Levima Advanced Materials Corporation(003022) , the prior approval opinions of Levima Advanced Materials Corporation(003022) independent directors on matters related to the fifth meeting of the second board of directors, the independent opinions of Levima Advanced Materials Corporation(003022) independent directors on matters related to the fifth meeting of the second board of directors and Levima Advanced Materials Corporation(003022) on the website of cninfo.com and Shenzhen Stock Exchange Announcement on the resolution of the fifth meeting of the second board of supervisors;
3. Notice on convening the fourth extraordinary general meeting of shareholders in 2021 published on cninfo.com and the website of Shenzhen Stock Exchange on December 8, 2021;
4. The register of shareholders on the equity registration date of the company's general meeting of shareholders;
5. Registration records and vouchers of shareholders attending the on-site meeting;
6. Statistical results of online voting at the general meeting of shareholders;
7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documents.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners and voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company's general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders' meeting, verified the relevant facts of the convening and holding of the shareholders' meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
（1） Convening of the general meeting of shareholders
On December 7, 2021, the fifth meeting of the second board of directors of the company deliberated and adopted the proposal on proposing to convene the fourth extraordinary general meeting of shareholders in 2021, and decided to convene the fourth extraordinary general meeting of shareholders in 2021 on December 23, 2021.
On December 8, 2021, the company published Levima Advanced Materials Corporation(003022) notice on convening the fourth extraordinary general meeting of shareholders in 2021 on cninfo.com and the website of Shenzhen Stock Exchange in the form of announcement.
（2） Convening of this general meeting of shareholders
1. The shareholders' meeting was held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 on December 23, 2021 in the company's conference room 1509, 15 / F, South Building C, Rongke Information Center, No. 2 south academy of Sciences Road, Haidian District, Beijing. The on-site meeting was presided over by the chairman of the company.
3. The time for online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 23, 2021. The time of voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on December 23, 2021.
After verification by the lawyers of the firm, the actual time, place and method of the shareholders' meeting and the proposals considered at the meeting are consistent with the time, place and method announced in the notice on convening the fourth extraordinary shareholders' meeting in 2021 and the matters submitted to the meeting for deliberation.
The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualifications of personnel attending the shareholders' meeting and Convener
（1） Qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the legal person shareholders attending the shareholders' meeting, the certificate or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders' meeting, It is confirmed that there are 7 shareholders and shareholders' agents attending the company's general meeting, representing 1141704186 voting shares, accounting for 85.4845% of the total voting shares of the company. According to the online voting results of the general meeting of shareholders, there are 8 shareholders participating in the online voting of the general meeting of shareholders, representing 155100 voting shares, accounting for 0.0116% of the total voting shares of the company;
Among them, there are 13 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 112987286 voting shares, accounting for 8.4599% of the total voting shares of the company.
In conclusion, 15 shareholders attended the general meeting, representing 1141859286 voting shares, accounting for 85.4962% of the total voting shares of the company.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. We are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
（2） Convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
（1） Voting procedures of the general meeting of shareholders
1. The proposal considered at this general meeting is consistent with the notice on convening the fourth extraordinary general meeting of shareholders in 2021, and there is no amendment to the original proposal or addition of new proposals.
2. The general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the trading system of Shenzhen Stock Exchange or the Internet voting system of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The moderator announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
（2） Voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of general meeting of shareholders and articles of association, and the voting results 1 are as follows:
1. Proposal on equity transfer and related party transactions of holding subsidiaries
112986386 shares were approved, accounting for 99.9992% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 900 dissenting shares, accounting for 0.0008% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 112986386 shares, accounting for 99.9992% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 900 shares, accounting for 0.0008% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting. As related shareholders, LianHong Group Co., Ltd. and Chinese Academy of Sciences Holding Co., Ltd. avoided voting on the deliberation of this proposal.
2. Proposal on using idle raised funds for cash management
1141858786 shares were approved, accounting for 100% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; Against 500 shares, accounting for 0% of the total number of voting shares of shareholders attending the meeting and shareholders' proxy representatives; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 112986786 shares, accounting for 99.9996% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 500 shares, accounting for 0.0004% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting. 3. Proposal on prediction of daily connected transactions in 2022
3.1 proposal on the prediction of daily connected transactions between the company and Tengzhou Guozhuang Mining Co., Ltd. in 2022
112872486 shares were approved, accounting for 99.8984% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 900 dissenting shares, accounting for 0.0008% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; 113900 shares were abstained, accounting for 0.1008% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors is 112872486 shares, accounting for the proportion of the following results of small and medium-sized investment 1 attending the meeting, which is calculated according to the rounding principle.
99.8984% of the total number of voting shares represented by investors and agents of small and medium-sized investors; Against 900 shares, accounting for 0.0008% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 113900 shares were abstained, accounting for 0.1008% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
As related shareholders, LianHong Group Co., Ltd. and Chinese Academy of Sciences Holding Co., Ltd. avoided voting on the deliberation of this proposal.
3.2 in the proposal on the prediction of daily connected transactions between the company and Rongke Property Investment Co., Ltd. in 2022, 112872486 shares were agreed, accounting for 99.8984% of the total voting shares of shareholders and shareholder agent representatives attending the meeting; 900 dissenting shares, accounting for 0.0008% of the total voting shares of shareholders attending the meeting and shareholders' proxy representatives; 113900 shares were abstained, accounting for 0.1008% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 112872486 shares, accounting for 80% of the total shares attended the meeting
