Beijing Dacheng (Fuzhou) law firm
About Yango Group Co.Ltd(000671)
2021 annual general meeting
Legal opinion
No.: (2022) Dacheng ronglv Zi No. 534
Beijing Dacheng (Fuzhou) law firm
www.dentons. cn.
37f-38f (350004), Sandi center, No. 55-57, Zhenwu Road, Taijiang District, Fuzhou City, Fujian Province
37F-38F Sandi Center, 55-57 Zhenwu Road,
Taijiang District, Fuzhou city, Fujian Province
Tel: 86 59188017891 Fax: 86 59188017890
Beijing Dacheng (Fuzhou) law firm
About Yango Group Co.Ltd(000671)
Legal opinion of 2021 annual general meeting
To: Yango Group Co.Ltd(000671)
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 (Fuzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Yango Group Co.Ltd(000671) (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”) by video witness.
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualification of participants, qualification of conveners, voting procedures and voting results of this general meeting of shareholders, and do not express opinions on the proposals considered by this 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 the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have conducted necessary verification and verification on the relevant matters and documents involved in the general meeting of shareholders, 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
The general meeting of shareholders is proposed and convened by the board of directors. On April 19, 2022, the company held the 35th meeting of the 10th board of directors, deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders. The company made an announcement on the official website of Shenzhen Stock Exchange, cninfo.com and China Securities News on April 30, 2022.
(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 on May 20, 2022, due to the impact of the control measures against the epidemic of novel coronavirus pneumonia, the shareholders’ meeting was held by means of on-site communication, and the chairman of the company presided over the shareholders’ meeting. In addition to the foregoing, the time and other matters of the meeting are consistent with those disclosed in the meeting notice.
The online voting time of this shareholders’ meeting is May 20, 2022. The time for 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 for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 20, 2022.
The qualification of shareholders’ meeting and the procedure of shareholders’ meeting (hereinafter referred to as the “board of directors” and the “articles of association”) (hereinafter referred to as the “board of directors” and the “articles of association”) shall be in accordance with the provisions of the shareholders’ meeting and the “articles of association” (hereinafter referred to as the “board of directors”).
2、 Attendees and conveners of the general meeting of shareholders
(I) qualification of participants
According to the company law, the securities law, the articles of association, the rules of procedure and the notice of this shareholders’ meeting, the attendees of this shareholders’ meeting are:
1. At the close of the market on the afternoon of May 10, 2022 (Tuesday), the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company. 2. Directors, supervisors and senior managers of the company.
3. Witness lawyer appointed by the firm.
(II) attendance at the meeting
A total of 135 shareholders and shareholders’ representatives attended the meeting on site and online, with a total of 616926160 representative shares, accounting for 149882% of the total number of 4116082441 voting shares of the company. 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 company checked the attendance certificate, there were 2 Shareholders and shareholder representatives attending the shareholders’ meeting, representing a total of 593898850 shares, accounting for 144287% of the total voting shares of the 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 Shenzhen Securities Information Co., Ltd., 133 shareholders voted online, representing 23027310 shares, accounting for 0.5594% of the total voting shares of the company.
3. Attendance of minority shareholders
A total of 134 minority shareholders and shareholder representatives attended the meeting, representing 23259610 shares, accounting for 0.5651% of the total voting shares of the company.
One person attended the meeting, representing 232300 shares; 133 people voted online, representing 23027310 shares.
(III) convener of the meeting
The convener of this general meeting of shareholders is the board of directors of the company.
The lawyers of the exchange believe that the qualification of the personnel attending the general meeting of shareholders is legal and valid (the qualification of online voting shareholders shall be verified by the online voting system of Shenzhen Stock Exchange when they conduct online voting); 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: review the work report of the board of directors of the company in 2021;
2. Ordinary resolution: review the work report of the board of supervisors in 2021;
3. Ordinary resolution: review the 2021 annual report and summary of the company;
4. Ordinary resolution: review the company’s 2021 financial final accounts report;
5. Ordinary resolution: review the company’s profit distribution plan for 2021;
6. Ordinary resolution: review the company’s 2022 financial budget report;
7. General resolution: review the proposal on renewing the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022;
8. Ordinary resolution: review the proposal on the remuneration of directors, supervisors and senior managers of the company in 2021;
9. Ordinary resolution: review the special report on the deposit and use of the company’s raised funds; 10. Ordinary resolution: To review the proposal on submitting the general meeting of shareholders to authorize the management to bid for land;
11. Ordinary resolution: review the proposal on the company’s application for financing limit;
12. Special resolution: review the proposal on the company’s guarantee plan in 2022;
13. Ordinary resolution: review the proposal on providing shareholder investment to some real estate project companies and transferring the surplus funds of holding subsidiaries according to the equity ratio and authorized management by the cooperation law;
14. Ordinary resolution: review the proposal on the company’s proposed change of business progress related to supply chain; 13. When the resolution involves ordinary connected transactions, it is necessary to avoid voting; The special resolution shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
The above proposals have been listed and disclosed by the board of directors of the company in the notice of the general meeting of shareholders. The actual deliberations of the general meeting of shareholders 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-mentioned proposals by means of registered shareholders and online voting of other shareholders. The meeting will count and supervise the votes on-site voting according to the procedures specified in laws, regulations, the articles of association and rules of procedure, and count the votes on the Internet according to the online voting data provided by the trading system of Shenzhen Stock Exchange and the Internet; The host of the meeting announced the on-site voting results on the spot; After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the total number of online voting and voting results of this meeting.
(III) voting results of the general meeting of shareholders
A total of 14 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:
1. Voting on ordinary resolutions
Name of proposal voting conditions agree (shares) disagree (shares) abstain (shares)
Voting of the board of directors in 20216135511 Hmt(Xiamen)New Technical Materials Co.Ltd(603306) Guangzhou Sie Consulting Co.Ltd(300687) 00
Report on the work of the Bureau, in which small and medium-sized investors
Ticket information 198846103306 Guangzhou Sie Consulting Co.Ltd(300687) 00
Total voting of the board of supervisors in 20216135711 Jiangsu Riying Electronics Co.Ltd(603286) Guangzhou Sie Consulting Co.Ltd(300687) 00
Work report, in which small and medium-sized investors
Ticket information 199046103286 Guangzhou Sie Consulting Co.Ltd(300687) 00
Total voting of the company’s 2021 annual report 5977611631909629768700
Report and summary, in which small and medium-sized investors
Ticket information 40946131909629768700
General voting of the company’s 2021 financial decision 5976428631921459768700
The report on the investment of small and medium-sized investors
Ticket information 39763131921459768700
Total voting of the company’s profit in 2021615617060126040048700
Distribution plan, in which small and medium-sized investors invest
Ticket information 21950510126040048700
Report on total financial budget voting of the company in 20225983016131857484749700
Among them, small and medium-sized investors voted 46350631857484749700 votes
Voting on the renewal of the general manager of Lixin Zhonglian 611645747523071349700 accounting firm (special general partnership) is the company’s 2022, including small and medium-sized investors
Annual financial and internal control report
