6 / 10 / 11 / 16 / 17 / F, phase II, Guojin center, No. 8 Century Avenue, Pudong New Area, Shanghai 200120
6/10/11/16/17F, Two IFC, 8 Century Avenue, Pudong New Area, Shanghai 200120, P. R. China
Tel: + 86 2160613666 Fax: + 86 2160613555
Website: www.zhonglun.com com.
Beijing Zhonglun (Shanghai) law firm
About Luyang Energy-Saving Materials Co.Ltd(002088)
Of the 2021 annual general meeting
Legal opinion
To: Luyang Energy-Saving Materials Co.Ltd(002088)
Beijing Zhonglun (Shanghai) law firm (hereinafter referred to as "the firm") accepts the entrustment of Luyang Energy-Saving Materials Co.Ltd(002088) (hereinafter referred to as "the company") to appoint its Lawyer Chen Fangqiang Song Shandan and his two lawyers attended the 2021 annual general meeting of shareholders of the company (hereinafter referred to as "the general meeting") held by the company on May 20, 2022 as special legal advisers (due to the need of epidemic prevention and control, our lawyers attended the meeting by video), and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") The provisions and requirements of the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities legal business by law firms (hereinafter referred to as the "measures for the administration of securities legal business") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules") and other current Chinese laws, regulations and other normative documents, in accordance with the business standards recognized by the lawyer industry This legal opinion is issued in the spirit of ethics and diligence.
In order to issue this legal opinion, our lawyers reviewed the documents provided by the company on the convening of the general meeting of shareholders, including but not limited to the resolution of the 10th meeting of the 10th board of directors held on April 14, 2022, the resolution of the 12th (Interim) meeting of the 10th board of directors held on May 10, 2022, and published on the information disclosure website designated by the company (www.cn. Info. Com. CN) according to the above resolution At the same time, I listened to the statements and explanations of the company on relevant facts and attended the shareholders' meeting.
The company guarantees and promises that the documents and statements and explanations provided by the company to our lawyers are complete, true and valid, the relevant originals and their signatures and seals are true, and all facts and documents sufficient to affect this legal opinion have been disclosed to us without any concealment or omission.
In this legal opinion, according to the requirements of the rules, our lawyers only express their opinions on the legality and validity of the convening, convening procedures, voting procedures and voting results of the general meeting of shareholders, as well as the qualification of the participants and the convener of the meeting, but do not express their opinions on the authenticity and accuracy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
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 exchange agrees that the company can take this legal opinion as the announcement material of the company's general meeting of shareholders and disclose it to the public together with other information that needs to be announced.
1、 Procedures for convening and convening this general meeting of shareholders
1. The general meeting of shareholders of the company is convened by the board of directors of the company and presided over by Mr. Lu Chengbin, the chairman of the board of directors of the company. On April 16, 2022, the company published the announcement and notice of the time, place and deliberation matters of the shareholders' meeting on the securities times, China Securities Journal and cninfo.com to all shareholders, and disclosed it on the website of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), On May 11, 2022, the company published the announcement on the additional interim proposal for the 2021 annual general meeting of shareholders and the supplementary notice of the general meeting of shareholders in the securities times, China Securities Journal and cninfo.com, informed all shareholders, and disclosed it on the website of Shenzhen Stock Exchange. The above notice indicates that the date of the on-site meeting is: 14:30 p.m. on Friday, May 20, 2022; Online voting time: Friday, May 20, 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 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on May 20, 2022.
2. The shareholders' meeting was held as scheduled according to the requirements of the announcement and notice by combining on-site voting and online voting. The date of publication of the announcement is 20 days ahead of the date of the shareholders' meeting in accordance with the statutory requirements. The time and place of the shareholders' meeting shall be consistent with the actual time and place of the shareholders' meeting.
According to the verification of our lawyers, the convening, convening procedures and the qualification of the convener of this general meeting of shareholders are in line with the relevant provisions of the current laws, administrative regulations, rules and the articles of association of China.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. According to the verification of our lawyers, the convener is the board of directors of the company, and its qualification is legal and valid.
2. The equity registration date of this shareholders' meeting is May 17, 2022.
According to the verification of our lawyers, 230 shareholders (including shareholder agents) actually attended the on-site meeting of the general meeting of shareholders and participated in online voting, representing 339020644 shares of the company, accounting for 66.96% of the total voting shares of the company. Among them: (1) 24 shareholders and shareholders' agents attended the shareholders' meeting on site, representing 254960304 shares, accounting for 50.35% of the total voting shares; (2) According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd., 206 shareholders participated in the voting through the Internet, representing 84060340 shares, accounting for 16.60% of the total voting shares.
There are 222 small and medium-sized investors (refer to shareholders other than directors, supervisors or senior managers of the company and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below), holding 123195789 shares, accounting for 24.33% of the total voting shares.
Upon the review of the lawyers of the firm, the shareholders and their proxies attending the on-site meeting of the general meeting of shareholders hold legal and valid certificates of attendance, and their qualifications are true, legal and valid; The qualification of shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd. 3. According to the verification of our lawyers, in addition to the company's shareholders and shareholders' agents, other personnel attending the shareholders' meeting are the company's directors, supervisors, senior managers and our lawyers.
4. Our lawyers cannot verify the qualification of online voting shareholders. On the premise that the qualifications of shareholders participating in online voting comply with laws, administrative regulations, normative provisions and the articles of association, the relevant shareholders attending the meeting are qualified.
The lawyer of the firm believes that the qualification of the personnel attending the general meeting of shareholders meets the relevant provisions of the company law, the rules and the articles of association, and is true, legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Witnessed by our lawyers via video, the shareholders' meeting deliberated all the proposals listed in the notice of meeting one by one, and voted by on-site open ballot and online voting. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, item 10 is a special resolution, which needs to be passed by more than three-quarters of the voting rights held by shareholders (including shareholders' agents) attending the general meeting of shareholders; The votes of small and medium-sized investors on items 5-9 shall be counted separately; The related shareholders of the seventh proposal and the ninth proposal need to avoid voting, and can not accept the entrustment of other shareholders to vote. At this meeting, one supervisor representative, two shareholder representatives and the lawyers of the firm counted and monitored the votes according to the specified procedures, and the on-site voting results were announced on the spot. The following proposals were considered and passed at the shareholders' meeting:
1. Review the work report of the board of directors in 2021
2. Review the work report of the board of supervisors in 2021
3. Review the company's 2021 annual report and its summary
4. Review the company's 2021 annual financial statement report
5. Review the 2021 profit distribution plan of the company
6. Review the proposal on the appointment of the company's 2022 financial report and internal control audit institution 7 Deliberating the proposal on purchasing liability insurance for directors, supervisors and senior managers
8. Review the shareholder return plan for the next three years (20222024)
9. Review the proposal on Amending the measures for the management of the remuneration of directors, supervisors and senior managers of the company 10 Deliberating the proposal on Amending the articles of Association
11. Review the proposal on Amending the rules of procedure of the company's general meeting of shareholders
None of the shareholders and their agents attending the shareholders' meeting raised any objection to the voting results. Our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the current laws, administrative regulations, rules and the articles of association of China, and the voting results of this general meeting of shareholders are legal and valid.
4、 Conclusion
In conclusion, our lawyers believe that the convening, convening, proposal and voting procedures of this general meeting of shareholders are in line with the provisions of China's current laws, administrative regulations, rules and the articles of association. The qualifications of the convener of this general meeting of shareholders and the personnel attending this general meeting of shareholders are legal and valid, and the voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature and seal page of the legal opinion of Beijing Zhonglun (Shanghai) law firm on Luyang Energy-Saving Materials Co.Ltd(002088) 2021 annual general meeting of shareholders)
Beijing Zhonglun (Shanghai) Head of law firm: Zhao Jing handling lawyer: Chen Fangqiang song Shandan May 20, 2002
