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Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) legal opinion of the third extraordinary general meeting of shareholders in 2021
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About Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Legal opinion of the third extraordinary general meeting of shareholders in 2021
To: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
In accordance with the provisions of the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents of China Securities Regulatory Commission, Beijing Wanshang tianqin law firm (hereinafter referred to as the “firm”) accepts Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (hereinafter referred to as the “company”) ）Appointed a lawyer to attend the on-site meeting of the third extraordinary general meeting of shareholders in 2021 and give legal opinions.
The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm verified and verified the relevant documents provided by the company and the relevant matters of the general meeting of shareholders, and participated in the general meeting of shareholders of the company. The legal opinions on the convening and voting of the company’s general meeting of shareholders are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(i) The general meeting of shareholders is convened by the board of directors of the company. On December 6, 2021, the company held the seventh meeting of the sixth board of directors, which decided to hold the third extraordinary general meeting of shareholders on December 27, 2021.
（2） The company was posted on cninfo.com on December 8, 2021（ http://www.cn.info.com..cn. ）The notice of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) the third extraordinary general meeting of shareholders in 2021 was issued. The above-mentioned meeting notice specified the convener, time, method, equity registration date, participants, site meeting place, meeting deliberations and other relevant matters of the general meeting of shareholders. In addition, the company was posted on cninfo.com on December 17, 2021（ http://www.cn.info.com..cn. ）Issued the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) announcement on adding interim proposals to the third extraordinary general meeting of shareholders in 2021 and the supplementary notice to the third extraordinary general meeting of shareholders in 2021, which specified the matters to be considered at the meeting and other information of the general meeting of shareholders after the addition of interim proposals.
（3） According to the notice of the shareholders’ meeting, the shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held in the company’s conference room at 14:00 p.m. on December 27, 2021, presided over by Mr. Liu Zhi, chairman of the company; the online voting time was December 27, 2021, including online voting through the trading system of Shenzhen Stock Exchange The specific time for voting is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 27, 2021; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on December 27, 2021.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
(i) According to the registration data of the on-site meeting and the data provided by Shenzhen Securities Information Co., Ltd., 23 shareholders and shareholders’ agents attended the general meeting, representing 181816976 shares, accounting for 53.4620% of the total shares of the company. Among them, there were 5 shareholders and shareholder agents attending the on-site meeting, with 132650316 representative shares, accounting for 39.0049% of the total shares of the company; A total of 19 shareholders voted online (including Suzhou Green Investment Management Co., Ltd., hereinafter referred to as “green investment”) ）, representing 79424955 shares, accounting for 23.3544% of the total shares of the company. The above shareholders are the company’s shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the transaction on the equity registration date of the general meeting of shareholders, i.e. December 22, 2021. According to the registration data of the on-site meeting and the data provided by Shenzhen Securities Information Co., Ltd., the company’s shareholder green investment has voted on the proposals considered at the shareholders’ meeting through online voting, and voted against all three matters considered at the shareholders’ meeting; According to the voting right entrustment agreement signed by green investment and Hainan Jinzhen International Holding Co., Ltd. (hereinafter referred to as “Jinzhen international”), green investment has irrevocably entrusted the voting rights of 33123295 shares of the company’s shares held by green investment to Jinzhen international for exercise.
On December 24, 2021, Jiangsu Suhua Group Co., Ltd. and green investment sent the notice of independent exercise of voting rights and the notice of contract termination to Jinsui international. Green investment unilaterally terminated the above voting rights entrustment agreement, withdrew its voting rights, and will participate in the general meeting of shareholders of the company to exercise its voting rights independently. Jinzhen international expressly disagrees with green investment’s unilateral cancellation of the above voting power entrustment agreement and requires green investment to continue to perform the voting power entrustment agreement. The company believes that there is a dispute over whether the aforesaid voting power entrustment agreement is terminated. Before the aforesaid voting power entrustment agreement is judicially confirmed, the parties to the agreement shall continue to perform the voting power entrustment agreement, and Jinzhen International shall be entrusted to exercise the voting rights of the shares of the listed company held by green investment. In conclusion, the final voting result of green investment shall be subject to the voting result made by Jinzhen international in accordance with the voting right entrustment agreement.
（2） In addition to the above shareholders and shareholders’ agents, the persons attending or attending the general meeting of shareholders (some of whom are accessed by video) also include the directors, supervisors, senior managers and witness lawyers hired by the company. After verification by the lawyers of the firm, the above persons are legally qualified to attend the general meeting of shareholders.
3、 Qualifications of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of laws, regulations, normative documents and the articles of association, and its qualification is legal and valid.
4、 Voting procedures and results of the general meeting of shareholders
(i) The general meeting of shareholders adopts the combination of on-site voting and online voting. After verification, the on-site meeting of the general meeting of shareholders adopted open ballot to vote on the following three proposals submitted to the general meeting of shareholders for deliberation one by one:
1. Proposal on Amending the articles of Association;
2. Proposal on the company’s increase in the amount of loans from controlling shareholders and related party transactions;
3. Proposal on purchasing 100% equity, capital increase and asset acquisition of Jiangxi deship new materials Co., Ltd. （2） According to the witness of our lawyers and the statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd. on December 27, 2021, the general meeting of shareholders deliberated and adopted the following proposals, and the voting results are as follows:
1. Deliberated and passed the proposal on Amending the articles of Association
Voting results: 144334539 shares were approved, accounting for 80.6555% of the total voting shares held by shareholders attending the meeting (including online voting); 34617437 shares were opposed, accounting for 19.3445% of the total voting shares held by shareholders attending the meeting (including online voting); 0 shares were abstained, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 11694223 shares were agreed, Accounting for 97.6347% of the total voting shares held by the minority shareholders (including online voting) attending the meeting; 283300 opposed shares, accounting for 2.3653% of the total voting shares held by the minority shareholders (including online voting); 0 abstained shares, accounting for 0.0000% of the total voting shares held by the minority shareholders (including online voting).
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) who have attended the meeting.
2. The proposal on the company’s increase in the amount of loans from controlling shareholders and related party transactions was deliberated and adopted
Voting results: 77211244 shares were approved, accounting for 99.7034% of the total voting shares held by shareholders attending the meeting (including online voting); 229700 shares were opposed, accounting for 0.2966% of the total voting shares held by shareholders attending the meeting (including online voting); 0 shares were abstained, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 11694223 shares were agreed, It accounted for 98.0736% of the total voting shares held by minority shareholders (including online voting) attending the meeting; 229700 opposed shares, accounting for 1.9264% of the total voting shares held by minority shareholders (including online voting); 0 abstained shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting).
The shareholders present at the meeting and associated with this proposal, Hainan Jinsui International Holding Co., Ltd., Suzhou Green Investment Management Co., Ltd., Jiangsu Suhua Group Co., Ltd. and Yang Zhenhua, shall abstain from voting. The online voting of Jiangsu Suhua Group Co., Ltd. and Yang Zhenhua on this proposal is invalid.
3. The proposal on purchasing 100% equity, capital increase and asset acquisition of Jiangxi deship new materials Co., Ltd. was deliberated and adopted
Voting results: 112399219 shares were approved, accounting for 62.8097% of the total voting shares held by shareholders attending the meeting (including online voting); 66552757 shares were opposed, accounting for 37.1903% of the total voting shares held by shareholders attending the meeting (including online voting); 0 shares were abstained, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 11665923 shares were agreed, Accounting for 97.3985% of the total voting shares held by minority shareholders (including online voting) attending the meeting; 311600 opposed shares, accounting for 2.6015% of the total voting shares held by minority shareholders (including online voting); 0 abstained shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting).
Based on the bidding results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
All the proposals considered at the shareholders’ meeting were passed. The shareholders and their proxies attending the shareholders’ meeting have no objection to the voting results of the meeting.
After verification, our lawyers believe that the voting procedures of the company’s general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in accordance with Chinese laws and regulations and the articles of association, and are legal and effective; There is no change or rejection of the proposal at the general meeting of shareholders of the company; The resolutions adopted at this shareholders’ meeting are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Wanshang tianqin law firm on the third extraordinary general meeting of shareholders in Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021)
Head of Beijing Wanshang tianqin law firm: Li Hong
Signature:
Handling lawyer: Shi Youming
Signature:
Handling lawyer: Xu Xiao
Signature:
Date: December 27, 2021
