Shanghai Chengming Zezheng law firm
About Lifecome Biochemistry Co.Ltd(002868)
Legal opinion of 2021 annual general meeting
To: Lifecome Biochemistry Co.Ltd(002868)
Shanghai Chengming Zezheng law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Lifecome Biochemistry Co.Ltd(002868) company (hereinafter referred to as “the company”) to appoint its lawyers to attend the 2021 annual general meeting of the company (hereinafter referred to as “the general meeting of shareholders”). Due to the impact of pneumonia caused by novel coronavirus, the lawyers of the firm attended the general meeting of shareholders by video and witnessed the general meeting of shareholders of the company, 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”) According to the rules of procedure of Lifecome Biochemistry Co.Ltd(002868) general meeting of shareholders (hereinafter referred to as the “rules of procedure of general meeting of shareholders”) and the articles of association of Lifecome Biochemistry Co.Ltd(002868) company (hereinafter referred to as the “articles of association”), the legal opinion of Shanghai Chengming Zezheng law firm on Lifecome Biochemistry Co.Ltd(002868) 2021 annual general meeting of shareholders (hereinafter referred to as the “legal opinion”) shall be issued.
There are no false, seriously misleading statements and major omissions in this legal opinion, otherwise our lawyers are willing to bear corresponding legal liabilities.
The exchange issues legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations and normative documents of China.
The exchange agrees to take this legal opinion as the legal document for the announcement of the company’s general meeting of shareholders, and submit it to Shenzhen stock exchange for review and announcement together with other announcements of the company.
Our lawyers have reviewed and judged the documents, materials and testimony related to the shareholders’ meeting provided by the company, and issued legal opinions accordingly.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers express the following opinions on the relevant legal issues of the company’s shareholders’ meeting:
1、 Convening and convening procedures of this general meeting of shareholders
The company’s convening of this general meeting of shareholders was deliberated and approved at the seventh meeting of the Fourth Board of directors on April 11, 2022, and the shareholders were notified by announcement on the website of Shenzhen Stock Exchange, cninfo and other designated websites on April 12, 2022. The announcement issued by the company specifies the time and place of the meeting and the matters to be considered at the meeting, and explains that shareholders 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 meeting, the registration method and contact telephone number of shareholders attending the meeting, etc.
According to the above announcement, the board of directors of the company has listed the matters discussed at the shareholders’ meeting in the announcement and fully disclosed the contents of the proposal in accordance with relevant regulations.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the company’s general meeting of shareholders was held at 15:00 on Wednesday, May 18, 2022 in conference room 1, second floor, the company’s comprehensive office building, No. 6, Park Avenue, Pucheng County, Fujian Province; The time of online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on Wednesday, May 18, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on Wednesday, May 18, 2022 to 15:00 p.m. on Wednesday, May 18, 2022. The voting time of shareholders can be provided through the Internet trading system of Shenzhen Stock Exchange. The time, place and method of the meeting shall comply with the above notice.
It has been verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of procedure of the general meeting of shareholders and the articles of association.
2、 Legality and validity of the qualifications of the personnel attending the general meeting of shareholders and the convener
1. Shareholders attending the meeting and their proxies
According to the signature and power of attorney of shareholders (or their agents) attending the meeting and the data provided by the voting platform of the trading system of Shenzhen Stock Exchange, there are 14 shareholders (or their agents) attending the meeting, representing 111745045 shares, accounting for 719007% of the total voting shares of the company, including:
(1) According to the shareholder’s shareholding certificate, identity certificate of legal representative, power of attorney and personal identity certificate submitted by the shareholders attending the meeting, the number of shareholders and shareholder agents attending the on-site meeting and voting is 11, with 64452995 representative shares, accounting for 414713% of the total voting shares of the company;
(2) According to the online voting results provided by Shenzhen Securities Information Co., Ltd., there are 3 shareholders who effectively vote through the online voting system within the specified time of online voting, representing 47292050 shares, accounting for 304294% of the total voting shares of the company.
A total of 1 small and medium-sized investor participated in the voting, with a total of 650 voting shares, accounting for 0.0004% of the total voting shares of the company.
2. Other persons attending the meeting
It is verified that, in addition to shareholders and their agents, the participants at the meeting are directors, supervisors, senior managers and witness lawyers hired by the company.
It is verified that the qualifications of the on-site personnel attending the 2021 annual general meeting of shareholders of the company comply with the provisions of Chinese laws and regulations and the articles of association, and are legal and valid.
3. Qualification of Convener
It has been verified that the 2021 annual general meeting of shareholders of the company was convened by the board of directors after a resolution was made by the board of directors, which complies with the provisions of relevant laws and regulations and the articles of association, and the convener’s qualification is legal and valid.
3、 Voting procedures and results of this general meeting of shareholders
There were no new temporary proposals at the shareholders’ meeting of the company, and the proposals listed in the meeting notice were considered and voted on one by one. The proposals listed on the agenda were not shelved or not voted for any reason. After verification, the company’s general meeting of shareholders voted on the matters notified and announced by the general meeting of shareholders by a combination of on-site open voting and online voting. After the voting, the votes were monitored according to the procedures specified in the articles of association and the voting results were announced on the spot.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the general meeting of shareholders are as follows: 1. The proposal on the work report of the board of directors of the company in 2021 was considered and adopted
Total voting: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
2. Deliberated and passed the proposal on the work report of the board of supervisors in 2021
Total voting: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
3. Deliberated and passed the proposal on the company’s 2022 annual financial budget report
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
4. Deliberated and passed the proposal on the company’s profit distribution plan for 2021
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
5. Deliberated and passed the proposal on the remuneration plan of the company’s directors and supervisors in 2022
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
6. Deliberated and passed the proposal on the proposed reappointment of audit institutions in 2022
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
7. The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
8. Deliberated and passed the proposal on providing guarantee amount estimation for subsidiaries
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
The motion was passed.
9. Deliberated and passed the proposal on Amending the articles of Association
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Total voting results of minority shareholders: 0 shares agreed, accounting for 0% of the shares held by minority shareholders attending the meeting; Against 650 shares, accounting for 100% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total effective voting shares of minority shareholders attending the meeting.
This proposal is a special resolution proposal, which has been adopted by more than two-thirds of the total voting shares held by shareholders and shareholder agents who have participated in the voting.
10. The proposal on Amending the rules of procedure of the company’s general meeting of shareholders was deliberated and adopted
Total voting results: 111744395 shares were approved, accounting for 999994% of the total number of valid voting shares attending the meeting; 650 opposition shares, accounting for 0.0006% of the total number of valid voting shares attending the meeting;
