Beijing Guofeng law firm
About Sichuan Development Lomon Co.Ltd(002312)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
Gflgz [2022] No. a0071
To: Sichuan Development Lomon Co.Ltd(002312) (your company)
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission According to the relevant provisions of the measures for the administration of securities legal business of law firms (hereinafter referred to as the "practice measures") and the articles of association of your company (hereinafter referred to as the "articles of association"), Beijing Guofeng law firm (hereinafter referred to as the "firm") appointed lawyers to attend the second extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as the "meeting"), And issue this legal opinion.
Our lawyers have checked the authenticity and legality of this meeting of your company and issued legal opinions in accordance with the requirements of the rules of the general meeting of shareholders; There are no false records, misleading statements and major omissions in this legal opinion.
This legal opinion is only for the purpose of this meeting of your company and shall not be used by anyone for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of this meeting of your company.
In accordance with Article 5 of the rules of shareholders' meeting and the relevant requirements of the practice measures, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions:
1、 Convening and convening procedures of this meeting
(I) convening of this meeting
It is verified that this meeting was convened by the 16th meeting of the 6th board of directors of your company and convened by the board of directors. On February 22, 2022, the board of directors of your company made a statement in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Website of Shenzhen Stock Exchange（ http://www.szse.cn. ）The notice of Sichuan Development Lomon Co.Ltd(002312) on convening the second extraordinary general meeting of shareholders in 2022 was publicly released. The notice specifies the time and place of the meeting. The shareholders have the right to attend the shareholders' meeting in person or by proxy and exercise their voting rights. The shareholders have the right to attend the meeting, such as the date and method of equity registration, the time and method of online voting, contact address, contact person and other matters. At the same time, it lists the matters to be considered at the meeting.
(II) convening of this meeting
Your company will vote at this meeting by combining on-site voting and online voting.
The on-site meeting of this meeting was held at 14:30 p.m. on March 10, 2022 in conference room 1, floor 9, block B, territorial global financial center, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan Province, as scheduled, presided over by Mr. Mao Fei, chairman of your company. The time for online voting through the trading system of Shenzhen Stock Exchange at this meeting is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 10, 2022; The time for online voting through the Internet voting system is 9:15-15:00 on March 10, 2022.
It is verified that the time, place, method and topic of this meeting of your company are consistent with those specified in the meeting notice.
To sum up, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is the board of directors of your company, which meets the qualifications of convener specified in laws and regulations, normative documents and the articles of association.
According to the signatures and power of attorney of shareholders attending the on-site meeting of the meeting, the register of shareholders as of the equity registration date of the meeting and relevant shareholder identity documents, and the statistical results of on-site and online voting fed back by Shenzhen Securities Information Co., Ltd., a total of 70 shareholders (shareholder agents) voted on-site and online at the meeting, representing 414911886 shares, Accounting for 235318% of the total shares of your company. In addition to the shareholders (shareholders' agents) of your company, some directors, supervisors, senior managers of your company and the handling lawyers of our office also attended the meeting.
It is verified that the qualifications of the above-mentioned personnel attending the on-site meeting meet the provisions of relevant laws and regulations, normative documents and the articles of association, and are legal and effective; The qualification of the above shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
3、 Voting procedures and results of various proposals at this meeting
After verification, the matters considered and voted at this meeting are all the proposals listed in your company's announced meeting notice. After deliberation, in accordance with the voting procedures stipulated in the articles of association and the rules of procedure of the general meeting of shareholders, the following proposals were voted and passed:
1. Proposal on Deyang Sichuan Development Lomon Co.Ltd(002312) new materials Co., Ltd. investing in the construction of lithium new energy materials project
Voting results: 414316186 shares were approved, accounting for 998564% of the total number of valid voting shares attending the meeting; 536500 opposition shares, accounting for 0.1293% of the total number of valid voting shares attending the meeting; 59200 shares were abstained, accounting for 0.0143% of the total number of valid voting shares attending the meeting.
The on-site meeting of the general meeting of shareholders voted in the form of on-site registration, and the representatives of shareholders and supervisors were elected to be jointly responsible for vote counting and monitoring with the lawyers of the firm. The votes of the on-site meeting shall be counted on the spot, and the final voting results shall be published after being combined with the online voting results. The votes of small and medium-sized investors shall be counted separately and the voting results shall be disclosed separately.
After verification, the above proposal has been approved by more than half of the effective voting rights held by the shareholders (shareholders' agents) attending the meeting.
To sum up, the voting procedures and results of this meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws and regulations, the rules for the general meeting of shareholders of listed companies and the articles of association, the qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective.
This legal opinion is made in triplicate.
(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 Sichuan Development Lomon Co.Ltd(002312) 2022)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Xue Yuting
Xu Ming
March 10, 2022
