Beijing Jindu law firm
About Lancy Co.Ltd(002612) the first extraordinary general meeting of shareholders in 2022
Legal opinion
Entrusted by Lancy Co.Ltd(002612) (hereinafter referred to as "the company"), Beijing Jindu law firm (hereinafter referred to as "the firm") has, in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law") and the company law of the people's Republic of China (hereinafter referred to as "the company law") The rules of the general meeting of shareholders of listed companies (hereinafter referred to as the rules of the general meeting of shareholders) of the China Securities Regulatory Commission and other laws and administrative regulations in force in the people's Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) According to the relevant provisions of the regulations and normative documents and the current effective Lancy Co.Ltd(002612) articles of Association (hereinafter referred to as the articles of association), a lawyer is assigned to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on March 4, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 The articles of association approved by the 2019 annual general meeting of shareholders of the company;
2. On February 17, 2022, the company published in the securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 27th meeting of Lancy Co.Ltd(002612) the Fourth Board of directors;
3. On February 17, 2022, the company published in the securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Notice of Lancy Co.Ltd(002612) on convening the first extraordinary general meeting of shareholders in 2022 announced;
4. The register of shareholders on the date of equity registration of the company's general meeting of shareholders;
5. Registration records and certificate materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
7. The proposal of the company's general meeting of shareholders and the announcement documents related to the contents of relevant proposals.
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 or 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 the personnel attending the general meeting of shareholders, the qualifications of the convener and the 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 this shareholders' meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The opinions issued by the Institute are only valid according to the laws and regulations in force in China and are not valid according to the laws and regulations in force 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 information disclosure materials of the company for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with 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 this general meeting of shareholders
（1） Convening of this general meeting of shareholders
On February 16, 2022, the 27th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene the first extraordinary general meeting of shareholders in 2022 on March 4, 2022.
On February 17, 2022, the company published the notice of Lancy Co.Ltd(002612) on convening the first extraordinary general meeting of shareholders in 2022 in the form of announcement in the securities times, Shanghai Securities News and cninfo.com.
（2） Convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on March 4, 2022 in the conference room on the 16th floor of Building 1, yard 3, Dajiaoting South Street, No. 27, xidawang Road, Chaoyang District, Beijing.
3. The time of 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 Friday, March 4, 2022. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 4, 2022.
According to the verification of the lawyers of the firm, the actual time, place and method of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of Lancy Co.Ltd(002612) on convening the first extraordinary general meeting of shareholders in 2022 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、 Qualification of personnel and convener attending the general meeting of shareholders
（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 shareholder account card, personal identity certificate, power of attorney and other relevant materials of natural person shareholders attending the shareholders' meeting, and confirmed that there were 2 Shareholders and shareholders' agents attending the shareholders' meeting, representing 241448198 shares, accounting for 545713% of the total shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 21 shareholders participated in the online voting of the general meeting of shareholders, representing 1128900 shares, accounting for 0.2551% of the total shares of the company;
Among them, there are 21 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 1128900 shares, accounting for 0.2551% of the total shares of the company.
To sum up, the total number of shareholders attending the shareholders' meeting is 23, with 242577098 representative shares, accounting for 548265% of the total shares of the company.
In addition to the above personnel attending the shareholders' meeting, the personnel attending the on-site meeting of the shareholders' meeting also included some directors, supervisors, Secretary of the board of directors and lawyers of the firm. Some senior managers of the company attended the on-site meeting of the shareholders' meeting as nonvoting delegates.
The qualification of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. We are unable to verify the qualification 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 this shareholders' meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders' meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
（1） Voting procedures of the general meeting of shareholders
1. The proposal deliberated at this general meeting of shareholders is consistent with the notice of Lancy Co.Ltd(002612) on convening the first extraordinary general meeting of shareholders in 2022, and there is no amendment to the original proposal or addition of new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders' 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 host of the meeting 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 this shareholders' meeting
Witnessed by our lawyers, the following proposals were considered at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. The specific voting results are as follows:
1. Deliberated and passed the proposal on Amending the articles of Association
242571098 shares were approved, accounting for 999975% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 6000 opposed shares, accounting for 0.0025% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 1122900 shares, accounting for 994685% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Oppose 6000 shares, accounting for 0.5315% 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 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' agents attending the general meeting of shareholders.
2. Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
241610898 shares were approved, accounting for 996017% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 966200 opposed shares, accounting for 0.3983% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 162700 shares, accounting for 144123% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 966200 shares were opposed, accounting for 855877% 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 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. Deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
241610898 shares were approved, accounting for 996017% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 966200 opposed shares, accounting for 0.3983% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 162700 shares, accounting for 144123% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 966200 shares were opposed, accounting for 855877% 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 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
4. Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
241610898 shares were approved, accounting for 996017% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 966200 opposed shares, accounting for 0.3983% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, the voting of small and medium-sized investors is 162700 shares, accounting for 144123% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; 966200 shares were opposed, accounting for 855877% 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 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
5. Deliberated and adopted the proposal on Amending the independent director system
241610898 shares were approved, accounting for 996017% of the total voting shares of shareholders and shareholders' proxy representatives attending the meeting; 966200 opposed shares, accounting for 0.3983% of the total voting shares of shareholders and proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting. Among them, small and medium-sized investment
