Shanghai Fangda law firm
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Issues related to the annual general meeting of shareholders
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Legal opinion
Shanghai Fangda law firm
Shanghai, China
288 Shimen 1st Road
24 / F, tower 2, Hong Kong Industrial Center
FANGDAPARTNERS
Shanghai, Beijing, Shenzhen, Hong Kong, Guangzhou
http://www.fangdalaw.com.
288 Shimen 1st Road, Shanghai, China e-mail: [email protected].
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Shanghai Fangda law firm
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Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Related issues involved in the 2021 annual general meeting of shareholders
of
Legal opinion
March 31, 2022 to: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Entrusted by Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as ” Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) ” or “the company”), Shanghai Fangda law firm (hereinafter referred to as “the firm”) expressed legal opinions on the convening and convening procedures involved in the Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”), the qualifications of the personnel participating in voting and convening the meeting, the voting procedures and results and other related issues. Influenced by the epidemic situation of New Coronavirus pneumonia, the lawyers in charge of this hospital (hereinafter referred to as “lawyers in the local”) attended the shareholders’ meeting through video and witnessed the general meeting of shareholders.
This legal opinion is issued in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022), other relevant laws, regulations, rules and normative documents (hereinafter collectively referred to as “laws and regulations”) and the Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) articles of Association (hereinafter referred to as “articles of association”).
For the purpose of issuing this legal opinion, our lawyers attended the shareholders’ meeting by video. In accordance with the current effective laws and regulations and the requirements and provisions of relevant rules and normative documents of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), our lawyers conducted necessary verification and verification on the legal documents and other documents and materials related to the matters described in Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) provided by . At the same time, our lawyers also examined and verified other legal documents and other documents, materials and certificates that our lawyers considered necessary to verify and verify for the issuance of this legal opinion, and inquired about relevant matters to Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) relevant personnel.
During the above-mentioned examination, verification and inquiry, our lawyers have obtained Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) the following commitments and guarantees: they have provided complete, true, accurate, legal and effective original written materials, copies, copies or oral testimony that our lawyers believe are necessary for the issuance of this legal opinion, and the relevant copies or copies are consistent with the original.
For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents or advisory opinions issued by Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) or other relevant institutions to issue this legal opinion.
The lawyers of our firm shall express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on their understanding of relevant facts and relevant laws and regulations.
Our lawyers only express legal opinions on the convening and convening procedures involved in this general meeting of shareholders, the qualifications of personnel participating in voting and convening the meeting, voting procedures and results and other related issues.
This legal opinion is only for Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) the purpose of this general meeting of shareholders, and shall not be used for any other purpose by any other person. Our lawyer agrees to announce this legal opinion together with the resolution of the general meeting of shareholders in accordance with relevant regulations.
The firm and its lawyers have the subject qualification to issue legal opinions on the matters mentioned in the title, and are responsible for the legal opinions issued.
In accordance with the current laws and regulations of the people’s Republic of China, the lawyer shall give the following opinions on the matters of diligence and due diligence in accordance with the current laws and regulations of the industry
According to the review of our lawyers, the on-site meeting of the general meeting of shareholders was held at 13:30 on March 31, 2022 (Thursday) in the conference room on the 4th floor, No. 872 Panyu Road, Xuhui District, Shanghai. At the same time, the online voting system of the general meeting of shareholders of Shanghai Stock Exchange was adopted, and the voting time through the voting platform of the trading system was the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders, which is in line with the provisions of laws and regulations.
According to the notice of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on convening the 2021 annual general meeting announced by Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on March 3, 2022, the announcement date of this general meeting has reached 20 days from the date of this general meeting, which is in line with the provisions of laws and regulations and the articles of Association of the company.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association. 2、 Qualification of personnel participating in voting and convening the general meeting of shareholders
According to the verification of our lawyers, there are 4 shareholders (including shareholders’ agents) participating in the on-site voting of the general meeting of shareholders, representing 194455025 shares with voting rights, accounting for 483683% of the total voting shares of the company. According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd. to Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) , A total of 23 shareholders (including shareholder agents) participated in the on-site voting and online voting of the general meeting of shareholders, representing 341155175 shares with voting rights, accounting for 848581% of the total voting shares of the company.
The convener of this general meeting of shareholders is Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) board of directors. According to the provisions of laws and regulations and the articles of association, the board of directors has the right to convene this general meeting of shareholders. Affected by the epidemic of New Coronavirus pneumonia, shareholders and shareholders’ representatives were present at the shareholders’ meeting through video. According to the epidemic prevention and control requirements in Shanghai, some of the directors, supervisors and senior managers of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) were also present at the shareholders’ meeting.
Our lawyers believe that the qualification of the persons participating in the voting of the general meeting of shareholders is legal and effective, and the qualification of the convener of the general meeting of shareholders is legal and effective. 3、 Voting procedures and results of the general meeting of shareholders
After verification by our lawyers, the following proposals were considered at the shareholders’ meeting:
1. Proposal on the 2021 annual work report of the board of directors of the company;
2. Proposal on the 2021 annual work report of the board of supervisors of the company;
3. Proposal on the company’s 2021 annual report and summary;
4. Proposal on the company’s 2021 annual final settlement plan;
5. Proposal on the company’s 2022 annual budget plan;
6. Proposal on the company’s profit distribution plan for 2021;
7. Proposal on confirmation of related party transactions in 2021;
8. Proposal on reappointment of the company’s audit institution in 2022;
9. Proposal on the provision for asset impairment in 2021;
10. Proposal on the remuneration of non independent directors of the third board of directors of the company;
11. Proposal on the remuneration of independent directors of the third board of directors of the company;
12. Proposal on the remuneration of supervisors of the third board of supervisors of the company;
13. Proposal on changing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration;
14. Proposal on Amending the rules of procedure of the general meeting of shareholders;
15. Proposal on Amending the rules of procedure of the board of directors;
16. Proposal on Amending the related party transaction management system;
17. Proposal on Revising the management system for major investment and operation decisions;
18. Proposal on Revising the management system of financing and external guarantee;
19. Proposal on Amending the working system of independent directors;
20. Proposal on Revising the code of conduct for controlling shareholders and actual controllers;
21. Proposal on Amending the administrative measures for the use of raised funds;
22. Proposal on Amending the information disclosure system;
23. Proposal on Amending the rules of procedure of the board of supervisors;
24. Proposal on the general election of the board of directors of the company and the nomination of candidates for non independent directors of the third board of directors; 24.01 Mr. Huang Tao;
24.02 Ms. Huang Mei;
24.03 Ms. LV Jianyi;
25. Proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the third board of directors; 25.01 Mr. Xie le;
25.02 Ms. Zhang Wenying;
26. Proposal on the general election of the board of supervisors of the company and the nomination of candidates for non employee representative supervisors of the third board of supervisors;
26.01 Mr. Yang Jianxiang;
26.02 Ms. Yang Yujing.
Item 13 above is a special resolution.
The votes of small and medium-sized investors shall be counted separately for items 6 to 11, 14 to 22 and 24 to 25 above.
Items 1 to 23 above are non cumulative voting motions, and items 24 to 26 above are cumulative voting motions.
The voting of the deliberation proposal at the shareholders’ meeting is as follows:
The above-mentioned proposals 1 to 6, 8 to 12 and 14 to 26 have been adopted by ordinary resolution procedures at the general meeting of shareholders, that is, the number of voting shares agreeing to the proposal has reached more than half of the total number of voting shares held by the company’s shareholders (including shareholder agents) attending the general meeting of shareholders.
The above-mentioned seventh proposal has been passed by ordinary resolution procedures at the shareholders’ meeting, and the related shareholder Alibaba (China) Network Technology Co., Ltd. has avoided voting, that is, the number of voting shares agreeing to the proposal has reached more than half of the total number of voting shares held by the shareholders (including shareholder agents) of the company attending the shareholders’ meeting except Alibaba (China) Network Technology Co., Ltd.
The above-mentioned 13th proposal has been voted and passed by the special resolution procedure of the general meeting of shareholders, that is, the number of voting shares that agree to the proposal has reached more than two-thirds of the total number of voting shares held by the company’s shareholders (including shareholder agents) attending the general meeting of shareholders.
Our lawyers believe that the voting procedures and results of this general meeting of shareholders comply with the provisions of laws and regulations and the articles of association. The voting procedures and results of this general meeting of shareholders are legal and effective. 4、 Conclusion
In conclusion, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of Association; The qualification of the voting personnel participating in the general meeting of shareholders is legal and valid; The qualification of the convener of this general meeting of shareholders is legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
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This page is the signature page of Shanghai Fangda law firm’s legal opinion on relevant issues involved in Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 annual general meeting of shareholders.
This legal opinion is made in three (3) originals.
Head of Shanghai Fangda law firm: Lawyer Qi xuanting
(official seal)
Handling lawyer: Lawyer Chang Jichao and lawyer he Lu
Mm / DD / 2002
