Shanghai jintiancheng (Fuzhou) law firm
About Lets Holdings Group Co.Ltd(002398)
Of the 2021 annual general meeting
Legal opinion
Address: 37th floor, international financial center (IFC), No. 1, Wanglong Second Road, Taijiang District, Fuzhou, China Tel: 059187850803 Fax: 059187816904
Post code: 350005
Shanghai jintiancheng (Fuzhou) law firm
About Lets Holdings Group Co.Ltd(002398)
Of the 2021 annual general meeting
Legal opinion
17f20170122132022 to: Lets Holdings Group Co.Ltd(002398)
Entrusted by Lets Holdings Group Co.Ltd(002398) (hereinafter referred to as "the company"), Shanghai jintiancheng (Fuzhou) law firm (hereinafter referred to as "the firm") appointed lawyers Zhang Mingfeng and Luo Jingjiu to attend the 2021 annual general meeting of shareholders (hereinafter referred to as "the meeting") in accordance with the company law of the people's Republic of China (2018 Amendment) (hereinafter referred to as "the company law") The securities law of the people's Republic of China (revised in 2019) (hereinafter referred to as the "Securities 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 of listed companies"), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "detailed rules for the implementation of online voting") and other relevant laws and regulations This legal opinion is issued in accordance with the relevant provisions of the normative documents and the articles of association.
Matters declared by our lawyer:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as 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 full verification and verification, 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 bear corresponding legal liabilities.
2. The company shall be responsible for the authenticity, completeness and effectiveness of the meeting materials and other relevant materials (including but not limited to the resolutions and announcements of the board of directors, the register of shareholders on the equity registration date of the meeting and the articles of association, etc.) provided to the lawyers of the firm.
3. The authenticity and validity of the ID card, business license, power of attorney, stock account card and other materials presented to the company by the shareholders (or shareholders' agents) attending the on-site meeting shall be borne by the shareholders (or shareholders' agents) attending the meeting, The lawyer's responsibility of the firm is to check whether the name (or name) and the amount of shares held by the shareholders are consistent with the name (or name) and the amount of shares held by the shareholders registered in the register of shareholders.
4. The operation behavior of the company's shareholders (or shareholders' agents) participating in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system shall be regarded as their own behavior, and the shareholders shall bear all legal consequences. The qualification of shareholders who vote through the trading system of Shenzhen Stock Exchange and the Internet voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
5. In accordance with the requirements of the rules of the general meeting of shareholders of listed companies, our lawyers only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees of the meeting, the voting procedures and voting results of the meeting. Our lawyers do not express their opinions on the authenticity, accuracy and legitimacy of the contents of various proposals considered at this meeting and the facts or data involved.
6. Our lawyers agree that the board of directors of the company will announce this legal opinion together with the resolution of this meeting.
Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions: I. the convening and convening procedures of this meeting
The 27th meeting of the 5th board of directors of the company made a resolution on convening this meeting on April 28, 2022, which was published in the securities times, securities daily and cninfo.com on April 29, 2022（ http://www.cn.info.com.cn. ）The notice of Lets Holdings Group Co.Ltd(002398) on convening the 2021 annual general meeting of shareholders was published on the website.
The meeting was conducted by combining on-site voting and online voting. The on-site meeting of this meeting was held at 15:00 p.m. on May 20, 2022 in the company conference room on the 13th floor of Jianshe science and technology building, No. 62 Hubin South Road, Xiamen, and presided over by Mr. Cai Yongtai, chairman of the company. The specific time for shareholders of the company to vote online through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 20, 2022; The specific time for shareholders of the company to vote through the Internet voting system of Shenzhen stock exchange is any time from 09:15 a.m. to 15:00 p.m. on May 20, 2022.
The lawyers of the firm believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association. 2、 Qualifications of conveners and attendees of the meeting
(I) this meeting is convened by the board of directors of the company. Our lawyers believe that the qualification of the convener of this meeting is legal and valid.
(II) qualification of participants
1. A total of 25 shareholders (or shareholder agents, the same below) attended the on-site meeting and online voting, with 185355982 representative shares, accounting for 257357% of the total shares of the company (720230406 shares). Among them: (1) there are 8 shareholders attending the on-site meeting, with 165782015 representative shares, accounting for 230179% of the total shares of the company; (2) According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this general meeting, 17 shareholders participated in online voting, representing 19573967 shares, accounting for 2.7177% of the total shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. 2. Directors, supervisors, President, vice president and other senior managers of the company attended the meeting.
Our lawyers believe that the qualifications of the above participants are legal and valid. 3、 Voting procedures and results of this meeting
At this meeting, the following proposals were considered and adopted through a combination of on-site open voting and online voting:
1. The work report of the board of directors in 2021 was reviewed and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders (refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company's shares, the same below):
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstained 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
2. The work report of the board of supervisors in 2021 was reviewed and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
3. The company's 2021 annual financial statement report was reviewed and approved.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
4. The proposal on the profit distribution plan for 2021 was deliberated and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
5. The proposal on the company's 2021 annual report and its summary was deliberated and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
6. The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
7. The proposal on Approving the bank financing of the company and its subsidiaries was deliberated and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
8. The proposal on providing guarantee for bank financing of subsidiaries was deliberated and adopted.
Total voting:
Agree to 185355482 shares, accounting for 999997% of the shares held by all shareholders attending the meeting; Oppose 500 shares, accounting for 0.0003% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders:
4784580 shares were approved, accounting for 999896% of the shares held by minority shareholders attending the meeting; Against 500 shares, accounting for 0.0104% of the shares held by minority shareholders attending the meeting; waiver
