34 / F, office building 3, Huamao center, No. 77 Jianguo Road, Chaoyang District, Beijing 100025, China
Tel: (86-10) 5809-1000 Fax: (86-10) 5809-1100
about
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
January 2002
About Ronglian Group Ltd(002642)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Ronglian Group Ltd(002642)
Entrusted by Ronglian Group Ltd(002642) (hereinafter referred to as “the company”), Beijing Jingtian Gongcheng law firm (hereinafter referred to as “the firm”) appoints lawyers to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), and in accordance with the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) This legal opinion is issued in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), other relevant laws, regulations and normative documents, and the relevant provisions of the Ronglian Group Ltd(002642) articles of Association (hereinafter referred to as the “articles of association”).
In order to issue this legal opinion, our lawyers attended the shareholders’ meeting as nonvoting delegates, reviewed the originals or photocopies of relevant documents provided by the company for convening the shareholders’ meeting, including but not limited to various agenda and relevant resolutions of the shareholders’ meeting, and listened to the statements and explanations of the company on relevant facts. The company has guaranteed and promised to the exchange that the documents and statements and explanations provided by the company are true, accurate, complete and valid, the relevant originals and their signatures and seals are true, the relevant duplicate materials or copies are consistent with the originals or originals, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment False or misleading statements.
The firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the rules for the general meeting of shareholders, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used by anyone for any other purpose. The lawyer of the firm agrees that this legal opinion shall be published as a necessary document of the company’s general meeting of shareholders, and shall be liable for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the lawyers of the firm issued the following legal opinions on the shareholders’ meeting:
1、 On the convening and convening procedures of the general meeting of shareholders
1. Convening of the general meeting of shareholders
On December 7, 2021, the board of directors of the company passed the resolution on convening the shareholders’ meeting at the 10th meeting of the sixth board of directors, and published it in newspapers such as securities times and cninfo.com on December 9, 2021（ http://www.cn.info.com.cn. ）The notice on convening the general meeting of shareholders was published on the, all shareholders were notified 15 days before the general meeting of shareholders, and the proposals to be considered at the general meeting of shareholders were fully disclosed.
At the 10th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors, the company’s board of supervisors deliberated and adopted the following proposals to be submitted to the general meeting of shareholders for deliberation: 1) proposal on the prediction of guarantee amount for wholly-owned subsidiaries in 2022; 2) Proposal on 2022 credit plan; 3) Proposal on using idle self owned funds to purchase bank financial products.
After verification, the above announcement specifies the convener, time, equity registration date, place, method, participants, matters to be considered, registration method, contact person and contact information of the shareholders’ meeting. The company has fully disclosed the contents of the proposal and interim proposal in accordance with relevant regulations.
The lawyers of the firm believe that the convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules of general meeting of shareholders and other relevant laws, regulations and normative documents as well as the articles of association.
2. Convening of this general meeting of shareholders
The general meeting of shareholders of the company is held in a combination of on-site and network. The online voting time is January 12, 2022. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 12, 2022; The specific time for voting through the Internet system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 12, 2022. The on-site meeting of the general meeting of shareholders of the company was held as scheduled at 14:00 p.m. on January 12, 2022 in the conference room of building 106 ( Ronglian Group Ltd(002642) building), yard a 10, Jiuxianqiao North Road, Chaoyang District, Beijing, presided over by Chairman Zhang Liang.
After inspection, the board of directors of the company has notified all shareholders of the convening of the general meeting of shareholders in the form of announcement 15 days before the meeting. The time, place and content of the general meeting of shareholders of the company are consistent with the relevant contents specified in the announcement.
The lawyers of the firm believe that the convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, rules of general meeting of shareholders and other relevant laws, regulations and normative documents as well as the articles of association.
2、 Qualifications of attendees of the general meeting of shareholders
1. Shareholders and their proxies attending the general meeting of shareholders
Upon inspection, the shareholders and their proxies attending the general meeting of shareholders include: (1) shareholders and their proxies attending and voting at the general meeting of shareholders on site; (2) Shareholders participating in the online voting of the general meeting of shareholders. A total of 15 shareholders or shareholders’ agents attended the general meeting, representing 148626412 voting shares of the company, accounting for 22.2745% of the total shares of the company. The details are as follows:
(1) Attendance at site meetings
Upon inspection, 7 shareholders or shareholder agents attended the on-site meeting of the general meeting of shareholders, representing 148382412 voting shares of the company, accounting for 22.2379% of the total shares of the company.
According to the register of shareholders provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, which indicates the names of the shareholders registered at the closing of the market on the afternoon of January 6, 2022, the above shareholders or their agents have the right to attend the general meeting of shareholders.
In addition to the above shareholders and entrusted agents, some directors, supervisors, senior managers and lawyers of the company attended the on-site meeting of the general meeting of shareholders.
(2) Participation in online voting
According to the statistical table of online voting results of the company’s first extraordinary general meeting of shareholders in 2022 provided by Shenzhen Securities Information Co., Ltd., 8 shareholders of the company participated in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 244000 voting shares of the company, accounting for 0.0366% of the total shares of the company. 2. According to the announcement of the resolution of the 10th meeting of the sixth board of directors and the notice of the general meeting of shareholders, the board of directors of the company convened the general meeting of shareholders.
In conclusion, the qualification of the personnel attending the general meeting of shareholders meets the relevant provisions of the rules of general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
It is verified that the matters considered and voted at this shareholders’ meeting are the proposals listed in the company’s announced meeting notice, and the shareholders and entrusted agents attending this shareholders’ meeting have not put forward new proposals.
After inspection, the shareholders attending the on-site meeting of the general meeting of shareholders of the company voted by open ballot on the proposals listed in the announced meeting notice, and the lawyers, shareholder representatives and supervisors of the firm jointly counted and supervised the votes in accordance with the procedures specified in the rules of general meeting of shareholders and the articles of association.
After verification, according to the counting of the voting results of the meeting by the shareholder representatives, supervisors and lawyers of the company, the statistical table of the online voting results of the first extraordinary general meeting of shareholders in 2022 sent by Shenzhen Securities Information Co., Ltd. through e-mail and the verification of lawyers of the company, The shareholders’ meeting voted on the proposals listed in the announcement of the meeting by on-site voting and online voting, and considered and adopted the following proposals. The specific voting conditions are as follows:
The motion agreed against abstention
No. number of shares (shares) proportion (%) number of shares proportion of shares (shares) (%) (shares) (%)
Proposal 1 about 2022
Provision of 148609312 99.9885 13200 0.0089 3900.0026 guarantee amount for wholly-owned subsidiaries
Proposal for
Proposal 2 about 2022
148609312 99.9885 13200 0.0089 3900.0026 proposal for credit plan
Proposal 3 on using idle
Discussion on the purchase of Bank of silver 148609312 99.9885 13200 0.0089 3900.0026 financial products with its own funds
Case
As a special resolution, the above proposals 1 and 3 must be passed by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders; The above proposals are non cumulative voting proposals.
In conclusion, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid. 4、 Concluding observations
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents as well as the articles of association, and the qualifications of the convener, the personnel attending the general meeting of shareholders, the voting procedures and voting results of the general meeting of shareholders are legal and valid.
This legal opinion shall come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the official seal of the office.
(there is no text on this page, which is the signature page of the legal opinion on Ronglian Group Ltd(002642) the first extraordinary general meeting of shareholders in 2022 issued by Beijing Jingtian Gongcheng law firm)
Beijing Jingtian Gongcheng law firm
Principal of law firm:
Yang Zhao
Handling lawyer:
Bai Fujun
Xu Jia
January 12, 2022
