Beijing Dacheng Law Firm
About Lawton Development Co.Ltd(600209)
Of the 2021 annual general meeting
Legal opinion
Beijing Dacheng (Haikou) law firm
www.dentons. cn.
4 / F, podium building, block F, World Trade Center, Jinmao West Road, Haikou City, Hainan Province (570125)
4/F, Podium Building F, World Trade Center, Jinmao West Road
570125, Haikou, Hainan,China
Tel: +86 89866982281 Fax: +86 89866501969
Beijing Dacheng (Haikou) law firm
About 6 Xinjiang Zhongtai Chenical Co.Ltd(002092) 021 annual general meeting of shareholders
Legal opinion
To: Lawton Development Co.Ltd(600209)
In accordance with the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and other laws, regulations and other relevant normative documents of the China Securities Regulatory Commission, Beijing Dacheng (Haikou) law firm (hereinafter referred to as "the firm") accepts the entrustment of Lawton Development Co.Ltd(600209) (hereinafter referred to as "the company") to appoint lawyers to attend the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting of shareholders").
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualifications of participants, qualifications of conveners, voting procedures, voting results and resolutions of the general meeting of shareholders, and do not express opinions on the proposals considered by the general meeting of shareholders, the figures and contents involved in the proposals. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of this shareholders' meeting.
This legal opinion is only for the purpose of witnessing the legitimacy of relevant matters of the company's general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, 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, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In accordance with the requirements of Article 5 of the rules of shareholders' meeting and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of the firm conducted necessary verification and verification on the relevant matters and documents involved in the shareholders' meeting, attended the shareholders' meeting and issued the following legal opinions:
1、 Procedures for convening and convening this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
This general meeting of shareholders is proposed and convened by the board of directors. On April 28, 2022, the 18th meeting of the eighth board of directors of the company passed the proposal on convening the 2021 annual general meeting of shareholders. The notice of convening this general meeting of shareholders, corrections and supplementary matters and the contents of the proposal were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 29, 2022, May 7, 2022 and May 12, 2022 Shanghai Securities News and China securities news made relevant announcements.
(II) convening procedures of the general meeting of shareholders
The general meeting of shareholders is held by combining on-site voting and online voting.
At 14:30 p.m. on May 19, 2022, the shareholders' meeting was held in the conference room of Golden Coast Lawton Hotel, Haikou City, Hainan Province. Zhang xuenan, chairman of the company, presided over the shareholders' meeting.
The online voting time of this shareholders' meeting is May 19, 2022. The time for online voting through the trading system of Shanghai Stock Exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 19, 2022; The voting time through the Internet voting system is 9:15 a.m. - 15:00 p.m. on May 19, 2022.
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with relevant provisions such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation.
The lawyers of the firm believe that the general meeting of shareholders is convened by the board of directors, and the qualifications of the convener, the convening and convening procedures of the meeting comply with the provisions of relevant laws, administrative regulations, the Lawton Development Co.Ltd(600209) articles of Association (hereinafter referred to as the "articles of Association") and the rules of procedure for Lawton Development Co.Ltd(600209) general meeting of shareholders (hereinafter referred to as the "rules of procedure").
2、 Attendees and conveners of the general meeting of shareholders
(I) qualification of participants
According to the company law, the securities law, the rules of the general meeting of shareholders, the articles of association, the rules of procedure and the notice of the general meeting of shareholders, the attendees of the general meeting of shareholders are:
1. Shareholders holding shares of the company or their agents on the date of equity registration.
As of the closing of the afternoon of May 12, 2022 (Thursday), the equity registration date, all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch have the right to attend and vote at the shareholders' meeting. A shareholder who cannot attend the meeting in person may entrust a proxy to attend and vote on his behalf (the proxy need not be a shareholder of the company), or participate in online voting during online voting time.
2. Directors, supervisors and senior managers of the company.
3. Our lawyer.
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(II) attendance at the meeting
1263 shareholders and shareholders' representatives attended the meeting on site and online, with a total of 270183992 representative shares, accounting for 61.54% of the company's total share capital of 439011169 shares. The details are as follows:
1. On site attendance
After the office of the board of directors of the company and the lawyer of the exchange checked the attendance certificate, there were 6 shareholders and shareholder representatives attending the shareholders' meeting, representing 104640063 shares in total, accounting for 23.84% of the total shares of the listed company.
After verification by the lawyers of the firm, the shareholders attending the meeting and the shareholders represented by the shareholder agent are registered, and the power of attorney held by the shareholder agent is legal and valid.
2. Network attendance
According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., 1257 shareholders voted online, representing 165543929 shares, accounting for 37.71% of the total shares of the listed company.
3. Attendance of minority shareholders
A total of 1261 minority shareholders and shareholder representatives attended the meeting, representing 193516083 shares, accounting for 44.08% of the total shares of the listed company. Among them, 4 people attended the meeting, representing 27972154 shares; 1257 people voted online, representing 165543929 shares.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders is legal and valid; The qualification of shareholders' agents attending the meeting meets the provisions of relevant laws, administrative regulations, the articles of association and rules of procedure, and have the right to review and vote on the proposals of the shareholders' meeting.
3、 Proposals, voting procedures and voting results of the general meeting of shareholders
(I) proposals considered at this shareholders' meeting
According to the notice on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the "Notice of the general meeting of shareholders"), the proposals submitted to the general meeting of shareholders for deliberation are:
1. Ordinary resolution: proposal on 2021 annual report and its summary.
2. Ordinary resolution: proposal on the financial final accounts report of 2021.
3. Ordinary resolution: proposal on the company's 2021 profit distribution and capital reserve to share capital plan.
4. Ordinary resolution: proposal on the work report of the board of directors in 2021.
5. Ordinary resolution: proposal on the work report of the board of supervisors in 2021.
6. Ordinary resolution: proposal on the report on the remuneration distribution of the company's directors in 2021.
7. Ordinary resolution: proposal on the 2022 annual assessment and salary distribution plan of the company's directors.
8. Ordinary resolution: proposal on the report on the remuneration distribution of the company's supervisors in 2021.
9. Ordinary resolution: proposal on the 2022 annual assessment and salary distribution plan of the company's supervisors.
10. Special resolution: proposal on the proposed amendment to the articles of association and the rules of procedure of the board of directors.
11. Ordinary resolution: proposal on the election of non independent directors of the company.
11.1 ordinary resolution: proposal on electing Ms. Li Yiqing as a non independent director of the company.
11.2 ordinary resolution: proposal on electing Mr. Cha Yong as a non independent director of the company.
12. Ordinary resolution: proposal on the election of independent directors of the company.
12.1 ordinary resolution: proposal on electing Ms. Fang Jin as an independent director of the company.
12.2 ordinary resolution: proposal on electing Mr. Shen Linhua as an independent director of the company.
13. Ordinary resolution: proposal on the election of supervisors of the company.
13.1 ordinary resolution: proposal on electing Ms. Yu Zhen as the supervisor of the company.
13.2 ordinary resolution: proposal on electing Mr. Zhou Weihao as the supervisor of the company.
Among them, proposal 10 is a special resolution, which needs to be passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
When considering proposals 3, 6, 7, 10, 11, 12 and 13 at this shareholders' meeting, the votes of small and medium-sized investors (small and medium-sized investors refer to other shareholders except directors, supervisors and senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies) will be counted separately, and the results of the separate vote counting will be disclosed in the resolution announcement of this shareholders' meeting.
The above proposals have been listed and disclosed by the board of directors in the notice of the general meeting of shareholders, and the actual deliberations of the meeting are consistent with the contents of the notice of the general meeting of shareholders.
(II) voting procedures of the general meeting of shareholders
After verification, the shareholders' meeting voted on the above proposals by means of open ballot and online voting.
The general meeting of shareholders counted and monitored the votes on-site voting in accordance with the procedures specified in laws, regulations, the articles of association and the rules of procedure, and counted the votes online according to the online voting data provided by the trading system of Shanghai Stock Exchange and the Internet. The host of the meeting announced the on-site voting results on the spot; After the online voting, SSE Information Network Co., Ltd. provided the company with the total number of online voting and voting results of the meeting.
(III) voting results of the general meeting of shareholders
A total of 13 proposals were put on the agenda of the shareholders' meeting. After combining the online voting and on-site voting results, the voting results of the proposals considered at the shareholders' meeting are as follows:
Proposal 1-10, voting:
Name of proposal voting conditions agree (shares) disagree (shares) abstain (shares)
On site voting 8330532750 Henan Hengxing Science & Technology Co.Ltd(002132) 9736
1. About the online voting of 2021 annual report 712230114012389618297732
The total number of motions in the report and its summary is 9042762814012889639627468
Remarks/
On site voting 8330532750 Henan Hengxing Science & Technology Co.Ltd(002132) 9736
2. About the financial network voting in 2021712730114045552317961105
The total number of proposals in the final accounts report is 9043262814046052339290841
Remarks/
On site voting 1046350635000 0
3. Online voting of the company in 20212393 Shanghai Fullhan Microelectronics Co.Ltd(300613) 93880232222900
Discussion on the plan of profit distribution and capital reserve totaling 1285680691393930232222900 gold converted into share capital
Voting of minority shareholders 519001601393930232222900
Remarks/
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