Shanghai Haihua Yongtai (Nanjing) law firm
About Leysen Jewelry Inc(603900)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
(2022) ninghailu (Fei) Zi No. (0005) to: Leysen Jewelry Inc(603900) (hereinafter referred to as “your company”)
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), 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) In accordance with 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”), we appoint lawyers to attend the first 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 legitimacy 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 paragraph 2 of Article 19 of the securities law, Article 5 of the rules of the general meeting of shareholders and the relevant provisions 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 the meeting was convened by your shareholder Ma Jun on December 21, 2021, and the board of directors of your company was posted on Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN) on December 24, 2021 The notice of Leysen Jewelry Inc(603900) shareholder Mr. Ma Jun convening the first extraordinary general meeting of shareholders in 2022 by himself was publicly released. The notice specifies the time and place of the on-site meeting, the time and specific operation process of online voting. Shareholders have the right to attend the general meeting of shareholders in person or by proxy and exercise their voting rights, The shareholders who have the right to attend the meeting have listed the equity registration date, registration method, contact address, contact person and other matters, listed the deliberation matters of the meeting, and fully disclosed the contents of relevant proposals.
On December 29, 2021, the board of directors of your company publicly issued Leysen Jewelry Inc(603900) announcement on adding temporary proposals to the first extraordinary general meeting of shareholders in 2022.
(II) convening of this meeting
This meeting of your company is held by combining on-site voting and online voting.
The on-site meeting of this meeting was held as scheduled at 14:30 on January 10, 2022 in the company’s conference room, No. 19 Huashen Avenue, Yuhuatai District, Nanjing, Jiangsu Province, presided over by Mr. Ma Jun of your company. Shanghai Securities Exchange
The specific time for voting on the voting platform of the exchange trading system is 9:15-9:25 on January 10, 2022
9: 30-11:30 and 13:00-15:00; The specific time for voting through the Internet voting platform is 9:15-15:00 on January 10, 2022.
Upon inspection, the time, place, method and content of this meeting of your company are consistent with those specified in the meeting notice.
In conclusion, the notice, convening and convening procedures of this meeting of your company comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
The convener of this meeting is Mr. Ma Jun, the shareholder of your company. Mr. Ma Jun holds more than 10% of your company’s shares for more than 90 consecutive days. Mr. Ma Jun submitted the letter on proposing to convene Leysen Jewelry Inc(603900) extraordinary general meeting to the board of directors of your company in writing on December 6, 2021. The board of directors of your company held the eighth meeting of the Fourth Board of directors on December 16, 2021 and made a resolution, Disagree to convene an extraordinary general meeting of shareholders; On December 16, 2021, Mr. Ma Jun submitted the letter on proposing to convene Leysen Jewelry Inc(603900) extraordinary general meeting to the board of supervisors of your company in writing. The board of supervisors of your company held the fifth meeting of the Fourth Board of supervisors on December 21, 2021 and made a resolution, but still did not agree to convene the extraordinary general meeting. On December 21, 2021, Mr. Ma Jun convened and presided over the first extraordinary general meeting of your company in 2022 on his own in accordance with Article 49 of the articles of association, and notified the board of directors of your company in writing, which met the requirements of laws, regulations, normative documents and the articles of Association.
According to the signatures of shareholders attending the on-site meeting, power of attorney, relevant shareholder identity documents, on-site and online voting statistics fed back by SSE Information Network Co., Ltd., and the register of shareholders as of the equity registration date of the meeting, which have been verified and confirmed by your company and our lawyers, A total of 144 shareholders (shareholders’ proxies) voted on site and online at this meeting, representing 213241085 shares, accounting for 62.63% 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 firm also attended the meeting.
It is verified that the qualifications of the above-mentioned personnel attending the on-site meeting meet the relevant laws, regulations and normative documents
The provisions of the articles of association and the articles of association are legal and valid; The qualifications of the above shareholders participating in online voting have been certified by the trading system and Internet voting system of Shanghai Stock Exchange.
3、 Voting procedures and results of this meeting
It is verified that the matters considered and voted at this meeting are all the proposals listed in the announced meeting notice of your company. After deliberation, the following proposals were voted in accordance with the voting procedures specified in the articles of association:
1. The proposal on the by election of Zhuang Ou as a director of the company was passed;
Voting results: Zhuang Ou obtained 122854245 election votes, accounting for 57.61% of the total number of valid voting shares attending the meeting;
2. The proposal on by election of independent directors of the company was voted one by one;
2.01 Huang Guoxiong
Voting results: Huang Guoxiong obtained 170125438 election votes, accounting for 79.78% of the total number of valid voting shares attending the meeting;
2.02 Qian Zhi
Voting results: Qian Zhi obtained 16931593 votes, accounting for 7.94% of the total number of valid voting shares attending the meeting;
2.03 Chen Yiping
Voting results: the number of election votes obtained by Chen Yi was 170149845, accounting for 79.79% of the total number of valid voting shares attending the meeting;
2.04 Fu Jinhua
Voting results: the number of election votes obtained by Fu Jinhua was 270571420, accounting for 126.89% of the total number of valid voting shares attending the meeting.
The lawyers of the firm, two shareholder representatives elected on site and supervisor representatives are jointly responsible for vote counting and supervision. 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. Among them, your company will count the votes of small and medium-sized investors on relevant proposals separately and disclose the voting results separately.
After verification, the second proposal above adopts the cumulative voting system. Zhuang Ou is elected as a director of the Fourth Board of directors of your company, and Huang Guoxiong, Chen Yiping and Fu Jinhua are elected as independent directors of the Fourth Board of directors of your company.
To sum up, the voting procedures and results of this meeting comply with laws, regulations, normative documents and the articles of association, and are legal and effective.
4、 Concluding observations
In conclusion, our lawyers believe that the notice, convening and convening procedures of this meeting of your company comply with the provisions of laws, regulations, normative documents and the articles of association, and the qualifications of the convener and participants of this meeting, as well as the voting procedures and voting results of this meeting are legal and valid.
This legal opinion is made in triplicate.
