28th and 29th floors, Rongchao economic and Trade Center, 4028 Jintian Road, Futian District, Shenzhen, Guangdong, China postcode: 518035
28&29 Floor, Landmark, No.4028 Jintian Road, Futian District, Shenzhen 518035, P.R.C.
Tel: 075533988188 Fax: 075533988199 http://www.junzejun.com.
Beijing JunZeJun (Shenzhen) law firm
About Lingyi Itech (Guangdong) Company(002600)
Of the second extraordinary general meeting of shareholders in 2022
Legal opinion
To: Lingyi Itech (Guangdong) Company(002600)
Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as the company) the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) was held by combining on-site voting and online voting. The on-site meeting was held in the office building of Futai factory, No. 1, Jingcheng Second Road, Yuyuan Industrial Park, Huangjiang Town, Dongguan City, Guangdong Province on February 28, 2022. Beijing JunZeJun (Shenzhen) law firm (hereinafter referred to as the firm) accepted the appointment of the company and appointed its lawyers to attend the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) This legal opinion is issued in accordance with the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the rules of the general meeting of shareholders) and the Lingyi Itech (Guangdong) Company(002600) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener, the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers examined the announcement on the resolution of the 17th meeting of the 5th board of directors of Lingyi Itech (Guangdong) Company(002600) and the notice of Lingyi Itech (Guangdong) Company(002600) on convening the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders), as well as other documents and materials deemed necessary by our lawyers, as well as the identity and qualification of shareholders attending the on-site meeting Witnessed the convening of the general meeting of shareholders and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
The exchange and its handling lawyers shall, in accordance with the securities law Administrative measures for law firms engaging in securities legal business Beijing, Shenzhen, Shanghai, Guangzhou, Tianjin, Chengdu, Nanjing, Changsha, Changchun, Zhuhai, Haikou, Kunming, Shijiazhuang, Zhengzhou, Hong Kong
In accordance with the provisions of the securities legal business practice rules of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, they have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen stock exchange together with other announcement documents for review and announcement, and bear responsibility for the legal opinion issued according to law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
On February 11, 2022, the 17th meeting of the 5th board of directors of the company decided to convene the shareholders' meeting, and issued the notice of shareholders' meeting through the designated information disclosure media on February 11, 2022. The notice of the general meeting of shareholders specifies the convener, time, method, participants, place, matters to be considered and voting method of the general meeting of shareholders.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 15:00 p.m. on Monday, February 28, 2022 in the office building of Futai factory, No. 1, Jingcheng Second Road, Yuyuan Industrial Park, Huangjiang Town, Dongguan City, Guangdong Province. The general meeting of shareholders was presided over by Ms. Zeng fangqin, chairman of the company, and completed all the agenda of the meeting contained in the notice of general meeting of shareholders. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange; The specific time for voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 28, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 28, 2022.
Accordingly, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, the rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 61 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 4397826490 voting shares of the company, accounting for 621943% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, a total of 7 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 4323833201 voting shares of the company, accounting for 611478% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 54 shareholders participated in the online voting of the general meeting of shareholders, holding 73993289 voting shares of the company, accounting for 1.0464% of the total shares of the company.
59 directors, supervisors, senior managers, shareholders (or shareholders' agents) (hereinafter referred to as small and medium-sized investors) other than shareholders (or shareholders' agents) who individually or jointly hold more than 5% of the company's shares, representing 113765623 voting shares of the company, accounting for 1.6089% of the total shares of the company.
In addition to the above shareholders and shareholders' representatives, the directors, supervisors and lawyers of the company attended the shareholders' meeting, and the senior managers attended the shareholders' meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting.
Accordingly, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
It is verified that the matters voted at this shareholders' meeting have been listed in the notice of shareholders' meeting.
The shareholders' meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals put on the agenda, and did not shelve or refuse to vote for any reason.
The on-site voting of the matters considered at the general meeting of shareholders shall be jointly counted and monitored by the shareholder representatives, supervisors and lawyers of the exchange. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the on-site and online voting results, the voting results of the proposal considered at the shareholders' meeting are as follows:
(I) voting on the proposal on signing the cooperation agreement on Guilin Lingyi Itech (Guangdong) Company(002600) intelligent manufacturing project (phase II): 4397314990 shares were agreed, accounting for 999884% of the voting shares held by all shareholders attending the meeting; Against 511500 shares, accounting for 0.0116% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors was: 113254123 shares were agreed, accounting for 995504% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 511500 shares, accounting for 0.4496% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the voting shares held by minority shareholders attending the meeting. Voting result: adopted
Accordingly, our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid. (no text below this page)
(there is no text on this page, which is the signature page of the legal opinion of Beijing JunZeJun (Shenzhen) law firm on the second extraordinary general meeting of shareholders in Lingyi Itech (Guangdong) Company(002600) 2022) person in charge of Beijing JunZeJun (Shenzhen) law firm:
De Yuan Jiang
Handling lawyer:
Gu Mingzhu and Huang He Lou
specific date
