Notice of Beijing Zhonglun law firm on Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
Of the 2021 annual general meeting
Legal opinion
May, 2002
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
Of the 2021 annual general meeting
Legal opinion
To: Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the perennial legal adviser of Shandong Liancheng Precision Manufacturing Co.Ltd(002921) (hereinafter referred to as “the company”), is entrusted by 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”). 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”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations and normative documents, as well as the provisions of Shandong Liancheng Precision Manufacturing Co.Ltd(002921) articles of Association (hereinafter referred to as the “articles of association”), Witness the shareholders’ meeting and issue legal opinions. Affected by the epidemic of novel coronavirus pneumonia, the lawyers assigned by the exchange witnessed the shareholders’ meeting through video / communication.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, it has provided the materials that the lawyer of this firm believes are necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and completeness, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures of this general meeting of shareholders, the qualifications of the personnel and conveners attending this general meeting of shareholders, the voting procedures and voting results of the meeting comply with the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the relevant provisions of the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in such proposals.
This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose.
The lawyers of the firm have checked the authenticity and legitimacy of the company’s meeting 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.
The company’s lawyers have provided the following legal and ethical standards of diligence to verify the relevant facts and documents of the company:
1、 Convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company.
1. On April 25, 2022, the 27th meeting of the second board of directors of the company deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders.
2. According to the resolution of the 27th meeting of the second board of directors of the company, the company published the notice of Shandong Liancheng Precision Manufacturing Co.Ltd(002921) on convening the 2021 annual general meeting of shareholders in the form of announcement on the information disclosure media designated by the CSRC on April 26, 2022. The contents of the meeting notice comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
Accordingly, our lawyers believe that the convening procedures of this general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of general meeting of shareholders and the relevant provisions of the articles of association. The general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener is legal and effective.
2、 Convening procedures of this general meeting of shareholders
1. According to the attendance book and identity certificate of the shareholders’ meeting, 17 shareholders and their agents attended the shareholders’ meeting on site and by video / communication. Witnessed by our lawyer, the identity certificate and other relevant documents provided by the shareholder meet the formal requirements, and the power of attorney is valid.
2. The shareholders and their agents attending the shareholders’ meeting have signed on the attendance book prepared by the company. According to the verification of our lawyers, all the shareholders attending the shareholders’ meeting are the shareholders of the company registered on the equity registration date.
3. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on Thursday, May 19, 2022 in the conference room of the company, No. 6, beihuancheng Road, Yanzhou Economic Development Zone, Jining City, Shandong Province. Mr. Guo yuanqiang, chairman of the company, presided over the shareholders’ meeting. The proposals and materials related to the general meeting of shareholders have been submitted to the shareholders and their agents attending the meeting.
4. After verification, the online voting time of this general meeting of shareholders is May 19, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 19, 2022.
5. According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 8 shareholders voted directly through the online voting system during the validity period of online voting.
Accordingly, our lawyers believe that the convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Personnel attending the general meeting of shareholders
1. Shareholders and their agents
The equity registration date of this shareholders’ meeting is May 12, 2022. Upon inspection, 17 shareholders and their proxies attended the shareholders’ meeting on site and by video / communication, representing 56812340 shares, accounting for 431432% of the total shares of the company.
After verification, the above shareholders are all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and holding the company’s shares after the closing of Shenzhen Stock Exchange on the equity registration date.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 8 shareholders who directly vote through the online voting system within the effective time, representing 4157588 shares, accounting for 3.1573% of the total shares of the company. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualification of shareholders participating in online voting complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules of the general meeting of shareholders and the articles of association and the rules of procedure of the general meeting of shareholders, the relevant shareholders attending the meeting are qualified.
A total of 12 small and medium-sized investors (“small and medium-sized investors” refer to shareholders holding less than 5% of the company’s shares, except directors, supervisors, senior managers and the subjects under their control) and shareholders’ representatives who attended and participated in the shareholders’ meeting through on-site attendance, video / communication and network, representing 19399435 voting shares of the company, accounting for 147319% of the total shares of the company. Among them, there are 4 minority shareholders attending the on-site meeting (including on-site attendance and video / communication), representing 15241847 voting shares of the company, accounting for 115746% of the total shares of the company; Eight minority shareholders participated in online voting, representing 4157588 voting shares of the company, accounting for 3.1573% of the total shares of the company.
2. Persons attending and attending the meeting as nonvoting delegates
Director Qin Yiyi, director Wu Weiming, director Ma Jiyong and independent director Ma Fengju attended the shareholders’ meeting on site. Chairman Guo yuanqiang and independent directors Zhang Zhiyong and Liu Zhen attended the meeting by video / communication; Supervisor he Zhensheng and employee representative supervisor Jiang Lei attended the shareholders’ meeting on site, and supervisor Yang Jinxue attended the meeting by video / communication; Song Zhiqiang, Secretary of the board of directors, attended the shareholders’ meeting on site.
Zuo Yanjun, Xie Yunlong and Zhou Xiangdong, deputy general managers, Qiu Xiumei, chief financial officer and representatives of the recommendation institution attended the shareholders’ meeting as nonvoting delegates.
Due to epidemic control and other reasons, our lawyers attended the meeting by video / communication.
Accordingly, our lawyers believe that the personnel attending the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
After witnessing the on-site meeting of the general meeting of shareholders of the company, the shareholders who attended the meeting and attended by video / communication voted by open ballot on the deliberation matters listed in the announcement. The on-site meeting elected shareholder representatives Zhou Xiangdong and Qin Fuqiang as the vote teller, supervisor representative Jiang Lei as the vote Supervisor, the witness lawyer of the office as the vote supervisor, and the vote teller and vote supervisor counted and counted the votes according to the procedures specified in the articles of association Scrutinizing and counting. After verification, the company provided the shareholders with the statistical data of the total voting rights and voting results of the online voting of the general meeting of shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system.
After verification, the voting results of the company after the voting of the general meeting of shareholders are as follows:
1. Deliberated and adopted the proposal on the annual report of 2021 and its summary
Voting results: 60893958 shares were approved, accounting for 998754% of the shares held by all shareholders attending the meeting; Against 75970 shares, accounting for 0.1246% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is as follows:
19323465 shares were approved, accounting for 996084% of the shares held by minority shareholders attending the meeting; opposition
75970 shares, accounting for 0.3916% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting results: the proposal was approved by more than 1 / 2 of the total number of effective voting shares.
2. Deliberated and adopted the proposal on the financial final accounts report of 2021
Voting results: 60893958 shares were approved, accounting for 998754% of the shares held by all shareholders attending the meeting; Against 75970 shares, accounting for 0.1246% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is as follows:
19323465 shares were approved, accounting for 996084% of the shares held by minority shareholders attending the meeting; Against 75970 shares, accounting for 0.3916% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting results: the proposal was approved by more than 1 / 2 of the total number of effective voting shares.
3. Deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 60893958 shares were approved, accounting for 998754% of the shares held by all shareholders attending the meeting; Against 75970 shares, accounting for 0.1246% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is as follows:
19323465 shares were approved, accounting for 996084% of the shares held by minority shareholders attending the meeting; Against 75970 shares, accounting for 0.3916% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting results: the proposal was approved by more than 1 / 2 of the total number of effective voting shares.
4. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
Voting results: 60893958 shares were approved, accounting for 998754% of the shares held by all shareholders attending the meeting; Against 75970 shares, accounting for 0.1246% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting of small and medium-sized investors is as follows:
19323465 shares were approved, accounting for 996084% of the shares held by minority shareholders attending the meeting; opposition
75970 shares, accounting for 0.3916% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting results: the proposal was approved by more than 1 / 2 of the total number of effective voting shares.
5. Deliberated and adopted the proposal on renewing the appointment of audit institutions in 2022
Voting results: 60893958 shares were approved, accounting for 998754% of the shares held by all shareholders attending the meeting; Against 73470 shares, accounting for 0.1205% of the shares held by all shareholders attending the meeting; Abstained 2500 shares, accounting for
