Beijing Jindu (Shenzhen) law firm
About Lingyi Itech (Guangdong) Company(002600)
Legal opinion of the first extraordinary general meeting of shareholders in 2002
To: Lingyi Itech (Guangdong) Company(002600)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as the firm) accepts the entrustment of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as the company), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the rules for the general meeting of shareholders) promulgated by the China Securities Regulatory Commission and other currently effective laws, administrative regulations and rules in the people’s Republic of China (hereinafter referred to as the “rules for the general meeting of shareholders”) for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan According to the regulations and normative documents and the articles of association of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as the articles of association), a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on January 12, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders. Affected by the epidemic of pneumonia caused by New Coronavirus, the lawyers appointed by the Institute witnessed the shareholders\’ meeting through video.
In order to issue this legal opinion, the handling lawyer of the office has reviewed the following documents, including but not limited to:
1. The company published on cninfo.com on May 21, 2021（ http://www.cn.info.com.cn./n EW / index);
2. Notice of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the meeting) published on cninfo.com on December 28, 2021;
3. Announcement on resolutions of the 15th meeting of the 5th board of directors of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. published on cninfo.com on December 28, 2021;
4. Announcement on resolutions of the 11th meeting of the 5th board of supervisors of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. published on cninfo.com on December 28, 2021;
5. The company published Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. on cninfo.com on December 28, 2021
6. Announcement of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. on changing some investment projects with raised funds published on cninfo.com on December 28, 2021;
7. The announcement of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. on providing guarantee for wholly-owned subsidiaries published on cninfo.com on December 28, 2021;
8. Announcement of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. on cancellation of some stock options and repurchase cancellation of some restricted shares in 2018 stock option and restricted stock incentive plan published on cninfo.com on December 28, 2021;
9. Announcement of Guangdong Lingyi Itech (Guangdong) Company(002600) Co., Ltd. on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan published on cninfo.com on December 28, 2021;
10. The register of shareholders on the equity registration date of the general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting provided by the company;
11. The statistical results of online voting of the general meeting of shareholders issued by Shenzhen Securities Information Co., Ltd. and the statistical results of the combination of online voting and on-site voting provided by the company.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses its opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company in China, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses its opinions in accordance with the current effective laws in China, and does not express its opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, and bear corresponding legal liabilities for the legality and accuracy of the concluding opinions issued at this shareholders’ meeting, and there are no false records, misleading statements or major omissions.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the handling lawyer of the firm attended the shareholders’ meeting, checked and verified the relevant facts of the convening and convening of the shareholders’ meeting and the documents provided by the company, and now issued the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
According to the announcement on the resolutions of the 15th meeting of the 5th board of directors published on cninfo.com on December 28, 2021, the board of directors of the company held the 15th meeting of the 5th board of directors on December 27, 2021, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene this general meeting of shareholders.
On December 28, 2021, the company published the notice of the meeting on cninfo.com in the form of announcement. The notice of the meeting has stated the on-site meeting time, online voting time, on-site meeting place, participants, equity registration date, meeting contacts and their telephone numbers, meeting registration methods, and the specific operation process of participating in online voting, And the following proposals to be considered at the general meeting of shareholders:
1. Proposal on changing some investment projects with raised funds;
2. Proposal on the company providing guarantee for wholly-owned subsidiaries;
3. Proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2018 stock option and restricted stock incentive plan;
4. Proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan.
(II) convening of the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site meeting voting and online voting.
The on-site meeting of the shareholders’ meeting was held at the office building of Futai factory, No. 1, Jingcheng Second Road, Yuyuan Industrial Park, Huangjiang Town, Dongguan City, Guangdong Province at 15:00 on January 12, 2022. The meeting was presided over by Ms. Zeng fangqin, chairman of the board. The shareholders and shareholders’ agents attending the shareholders’ meeting deliberated on the matters listed in the notice of the meeting and exercised their voting rights.
The specific time for online voting through the trading system of Shenzhen Stock Exchange at the general meeting of shareholders is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on January 12, 2022; Through Shenzhen Securities
The Internet voting system of the exchange starts at 9:15 on January 12, 2022 and ends at 15:00 on January 12, 2022.
After verification by the lawyers in charge of the exchange, the actual time, place, method and proposals considered at the on-site meeting of the general meeting of shareholders are consistent with those announced in the notice of the meeting. In conclusion, our lawyers believe that the convening and convening of the general meeting of shareholders has performed the legal procedures and is in line with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
2、 Qualification of personnel attending the shareholders’ meeting and Convener
(I) qualification of personnel attending the general meeting of shareholders
The general meeting of shareholders adopts the combination of on-site meeting voting and online voting. According to the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholder shareholding certificate of the personnel attending the general meeting of shareholders, the certificate of legal representative and / or the power of attorney of the shareholders, as well as the relevant information provided by Shenzhen Securities Information Co., Ltd. to participate in the online voting of the general meeting of shareholders, A total of 52 shareholders and shareholder agents attended the on-site meeting of the general meeting of shareholders and participated in online voting, representing 4395589826 voting shares of the company, accounting for 62.1626% of the total voting shares of the company, including:
1. Five shareholders and their proxies attended the on-site meeting of the general meeting of shareholders, representing 4323769201 voting shares of the company, accounting for 61.1469% of the total voting shares of the company;
2. According to the data provided by Shenzhen Securities Information Co., Ltd., 47 shareholders voted through the online voting system at the shareholders’ meeting, representing 71820625 voting shares of the company, accounting for 1.0157% of the total voting shares of the company. The identity of the aforesaid shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd;
3. A total of 50 shareholders (hereinafter referred to as small and medium-sized investors) attended the on-site meeting and online voting of the general meeting of shareholders, except the company’s directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares, representing 111528959 voting shares of the company, accounting for 1.5772% of the total voting shares of the company. Among them, 3 small and medium-sized investors and agents of small and medium-sized investors attended the on-site meeting, representing 39708334 voting shares of the company, accounting for 0.5616% of the total voting shares of the company; There are 47 small and medium-sized investors voting online, representing 71820625 voting shares of the company, accounting for 1.0157% of the total voting shares of the company.
A total of 12 directors, supervisors and senior managers of the company (the number of senior managers serving as directors is not calculated repeatedly) attended or attended the general meeting of shareholders by on-site or communication.
Feng Xia and Zhang Yuting, as witness lawyers, witnessed the shareholders’ meeting by video. The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. The lawyers of the exchange are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association, the lawyers of the exchange believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) qualification of convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which meets the convener qualification specified in the company law, rules of general meeting of shareholders and other laws and regulations and the articles of association.
3、 Propose a new motion
Witnessed by the handling lawyer of the exchange, no new proposal was put forward at the shareholders’ meeting.
4、 Voting procedures and results of the general meeting of shareholders
(I) voting procedure
The general meeting of shareholders adopted a combination of on-site voting and online voting, and voted on all the proposals listed in the notice and announcement of the meeting one by one.
After verification, the shareholders (including shareholders’ proxies) attending the on-site meeting of the general meeting of shareholders voted on various proposals specified in the notice and announcement of the meeting by open ballot. Shareholders’ representatives, supervisors’ representatives and the handling lawyers of the exchange jointly counted and supervised the on-site voting, and announced the on-site voting results.
Shareholders participating in online voting conducted online voting through the trading system of Shenzhen Stock Exchange or the Internet voting system within the effective time of online voting. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data of online voting.
According to the statistical results of on-site voting and online voting, the moderator announced the voting of the proposal and the adoption of the proposal according to the voting results.
(II) voting results
According to the vote counting and monitoring results of relevant shareholder representatives, supervisor representatives and the handling lawyers of the exchange on the votes of the on-site meeting of the general meeting of shareholders and the online voting data of participating in the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., the voting results of the general meeting of shareholders are as follows:
1. Proposal on changing some investment projects with raised funds
Voting results: 4394932990 shares were approved, accounting for 99.9851% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 656836 shares, accounting for 0.0149% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the total voting shares of shareholders and proxy representatives attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 110872123 shares are agreed, accounting for 99.4111% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; Against 656836 shares
