Hubei Tianming law firm
HUBEI TIANMING LAW FIRM
On Langold Real Estate Co.Ltd(002305) the eighth extraordinary general meeting of shareholders in 2021
Legal opinion
December 31, 2021
Hubei Tianming law firm
About Langold Real Estate Co.Ltd(002305)
Legal opinion of the eighth extraordinary general meeting of shareholders in 2021
Tian Ming Lu Gu Zi [2021] No. a0009
To: Langold Real Estate Co.Ltd(002305)
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 (hereinafter referred to as the “rules”) issued by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) According to the requirements of regulations and normative documents, Hubei Tianming law firm (hereinafter referred to as “the firm”) accepts the entrustment of Langold Real Estate Co.Ltd(002305) (hereinafter referred to as “the company”), appoints its lawyers to attend the eighth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as “the general meeting of shareholders”) and issues this legal opinion.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues. In this legal opinion, according to the requirements of the rules, our lawyers only express their opinions on the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of attendees, the proposal of new proposals, the voting procedures of the general meeting of shareholders and the legitimacy of the voting results, They will not express their opinions on the authenticity and accuracy of the contents of the proposals considered at the general meeting of shareholders and the facts or data expressed in such proposals. Our lawyers shall bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of Article 19 of the securities law and Article 5 of the rules, the lawyers of the firm verified and verified the relevant documents and matters provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and attended the eighth extraordinary general meeting of shareholders of the company in 2021. The legal opinions are as follows:
1、 Procedures for convening and convening the general meeting of shareholders
(i) Upon verification by our lawyers, the shareholders’ meeting of the company was decided to be held at the 19th extraordinary meeting of the 5th board of directors of the company. On December 15, 2021, the board of directors of the company published Langold Real Estate Co.Ltd(002305) notice on convening the eighth extraordinary general meeting of shareholders in 2021 on China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo. Upon examination, our lawyers believe that the date of publication of the announcement of the company’s convening the extraordinary general meeting of shareholders has been more than 15 days from the date of convening the extraordinary general meeting of shareholders. The announcement issued by the company specifies the time, place and deliberation items of the meeting, and explains the shareholders who have the right to attend and entrust agents to attend and exercise their voting rights, the equity registration date of shareholders who have the right to attend the general meeting of shareholders, the registration methods of shareholders attending the meeting, etc. The procedures and announcements of the general meeting of shareholders of the company comply with the provisions of the company law, the rules and the articles of association. （2） The proposals submitted by the board of directors to the shareholders’ meeting for deliberation are:
1. Deliberated the proposal on foreign investment and related party transactions.
After inspection, the above proposals comply with the relevant provisions of the company law, the rules and the articles of association, have been listed in the announcement of the general meeting of shareholders, and the contents of the proposals have been fully disclosed.
（3） It is verified that the on-site meeting of the general meeting of shareholders will be held at 14:30 on Friday, December 31, 2021; The online voting time is December 31, 2021, among which the online voting time through the trading system of Shenzhen stock exchange is: the trading time on December 31, 2021, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 to 15:00 on December 31, 2021.
（4） Upon inspection, the place of the shareholders’ meeting is: Block B, fanyue center, No. 202, Tanhualin Road, Wuchang District, Wuhan; Voting method: the combination of on-site voting and online voting.
Upon the inspection of the lawyers of the exchange, the shareholders’ meeting was held in accordance with the time and place of the meeting, the way of attending the meeting, the way of voting and the convening procedures specified in the articles of association.
2、 On the qualifications of the attendees of the general meeting of shareholders
In accordance with the company law, the securities law, the rules, the articles of association and the announcement on convening the general meeting of shareholders, the persons participating in the general meeting of shareholders shall be:
1. As of the afternoon of December 24, 2021, after the closing of the transaction, the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation have the right to attend and vote at the general meeting of shareholders after going through the registration formalities. If the shareholders are unable to attend the meeting in person for some reason, they can entrust an agent in writing (the agent does not have to be a shareholder of the company) to attend the meeting;
2. Directors, supervisors and senior managers of the company;
3. Lawyers and other relevant personnel.
A total of 50 shareholders and shareholder representatives attended the shareholders’ meeting, representing 20441927 voting shares, accounting for 1.1787% of the total shares of the company. Among them, 4 shareholders attended by on-site voting, representing 1389427 voting shares, accounting for 0.0801% of the total shares of the company; 46 shareholders voted online, representing 19052500 shares, accounting for 1.0986% of the total shares of the listed company. Among the shareholders and shareholders’ agents attending the shareholders’ meeting, there are 47 small and medium-sized investors, representing 20291935 voting shares, accounting for 1.1701% of the total shares of the company.
Our lawyers believe that the qualifications of shareholders and shareholders’ agents attending the general meeting of shareholders meet the provisions of the company law, the securities law and the articles of association, and have the right to review and vote on the proposals of the general meeting of shareholders; There is no case that the voting rights of shareholders and their representatives attending the general meeting of shareholders are invalid, the proxy is invalid or leads to potential disputes. 3、 Proposal of new proposals
Witnessed by our lawyers, no shareholders put forward new proposals at the general meeting of shareholders.
4、 Voting procedures of the general meeting of shareholders
After verification, the general meeting of shareholders adopted a combination of on-site voting and online voting for all proposals in accordance with the voting procedures specified in laws, administrative regulations and the articles of association. The scrutineer, the vote counter and the lawyers of the exchange jointly scrutinize and count the votes, and announce the voting results on the spot. The shareholders and shareholders’ agents attending the meeting have no objection to the voting results.
5、 Voting results of the general meeting of shareholders
1. According to the articles of association and relevant rules, among the proposals considered at the general meeting of shareholders, proposal 1 shall be passed by more than half of the effective voting rights held by the shareholders and their agents attending the general meeting of shareholders. At the same time, proposal 1 belongs to related party transactions, and relevant related shareholders need to avoid voting during the deliberation of the general meeting of shareholders.
2. According to the verification of our lawyers, the proposal 1 deliberated at the general meeting of shareholders has been adopted by more than half of the effective voting rights held by the shareholders and their agents attending the general meeting of shareholders. Proposal 1 considered at the general meeting of shareholders. During the deliberation of the general meeting of shareholders, relevant related shareholders avoided voting.
3. After verification, the votes of small and medium-sized investors have been counted separately for the relevant proposals considered at the general meeting of shareholders of the company. The specific voting results of the general meeting of shareholders and the votes of small and medium-sized investors are as follows:
The voting result of proposal 1 is:
Agree to 17216627 shares, accounting for 84.2221% of the effective voting shares; Against 3128300 shares, accounting for 15.3034% of the effective voting shares; 97000 shares abstained, accounting for 0.4745% of the effective voting shares. A total of 702202297 shares held by related shareholders Power Construction Corporation Of China Ltd(Powerchina Ltd)(601669) Real Estate Group Co. Ltd. and its controlled Wuhan Xintiandi Investment Co. Ltd. evaded the vote of this motion.
Voting of small and medium-sized investors: 17066635 shares are approved, accounting for 84.1055% of the effective voting shares of small and medium-sized shareholders; Against 3128300 shares, accounting for 15.4165% of the effective voting shares of minority shareholders; 97000 shares abstained, accounting for 0.4780% of the effective voting shares of minority shareholders.
6、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, regulations and the articles of Association; The qualifications of the participants are legal and valid; Voting procedures and voting results comply with laws, regulations and the articles of Association; The relevant resolutions adopted at the general meeting of shareholders are legal and valid.
(there is no text on this page, which is the signature page of the legal opinion of Hubei Tianming law firm on Langold Real Estate Co.Ltd(002305) the eighth extraordinary general meeting of shareholders in 2021)
person in charge
Zhang wenlai
Handling lawyer of Hubei Tianming law firm
Zhou Hua
Wang Zhuoyuan
December 31, 2021
