About Leo Group Co.Ltd(002131)
Of the 2021 annual general meeting
Legal opinion
T&C Law Firm
11 / F, block a, Huanglong Century Plaza, No. 1, Hangda Road, Hangzhou, Zhejiang
Tel: + 86 57187901110 Fax: + 86 57187902008
T&C Law Firm
About Leo Group Co.Ltd(002131)
Of the 2021 annual general meeting
Legal opinion
No.: tcyjs2022h0654 to: Leo Group Co.Ltd(002131)
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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents, Zhejiang Tiance law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Leo Group Co.Ltd(002131) (hereinafter referred to as ” Leo Group Co.Ltd(002131) or” the company “) to appoint lawyers to participate in the 2021 annual general meeting of shareholders of Leo Group Co.Ltd(002131) Leo Group Co.Ltd(002131) .
This legal opinion is only for the purpose of Leo Group Co.Ltd(002131) 2021 annual general meeting of shareholders. Our lawyer agrees to announce this legal opinion together with other information disclosure materials of Leo Group Co.Ltd(002131) this general meeting of shareholders.
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, the lawyers of the firm have conducted necessary verification and verification on the relevant matters and documents involved in Leo Group Co.Ltd(002131) this general meeting of shareholders, and attended the annual general meeting of shareholders of Leo Group Co.Ltd(002131) 2021. The legal opinions are as follows:
1、 Procedures for convening and convening this general meeting of shareholders
(I) upon the verification of our lawyers, Leo Group Co.Ltd(002131) this shareholders’ meeting was proposed and convened by the board of directors, and the notice of convening this shareholders’ meeting was published in the securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo.com on April 30, 2022（ http://www.cn.info.com.cn. ）Make an announcement on the Internet.
The agenda of the shareholders’ meeting is as follows:
1. Work report of the board of directors in 2021
2. Work report of the board of supervisors in 2021
3. Financial statement report of 2021
4. Annual report and summary of 2021
5. Profit distribution plan for 2021
6. Self inspection report on capital occupation of controlling shareholders and other related parties in 2021
7. Proposal on the company’s use of some idle self owned funds for cash management
8. Proposal on adjusting the distribution of guarantee amount in 2022
9. Summary report on the annual audit work of the accounting firm and proposal on renewing the appointment of the accounting firm 10 Proposal on Amending the rules of procedure of the board of directors
11. Proposal on Amending the rules of procedure of the board of supervisors
12. Proposal on Amending the rules of procedure of the general meeting of shareholders
13. Proposal on purchasing directors, supervisors and senior managers’ liability insurance
(II) on April 29, 2022, the company held the 9th meeting of the 6th board of directors, deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders, and announced the notice on convening the 2021 annual general meeting of shareholders on April 30, 2022.
(III) the general meeting of shareholders is presided over by Mr. Wang Xiangrong, chairman of the company.
(IV) the meeting adopts the combination of on-site voting and online voting. According to the notice of the meeting, the on-site part of the meeting will be held at 15:00 p.m. on May 20, 2022; The time of online voting is May 20, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 20, 2022. The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 20, 2022. The on-site meeting of the general meeting of shareholders is held in the conference room of the company, No. 1, Third Street, eastern industrial agglomeration zone, Wenling City, Zhejiang Province.
The topics and related matters discussed at this shareholders’ meeting have been listed and disclosed in the notice and announcement of this shareholders’ meeting.
After verification, our lawyers believe that the general meeting of shareholders is convened by the board of directors of the company and carried out in accordance with the announced convening time, place, way of attending the meeting and convening procedures. The convening and convening procedures of the meeting comply with the provisions of laws, regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
According to the company law, the securities law, the Leo Group Co.Ltd(002131) articles of association and the notice of the general meeting of shareholders, the persons attending the general meeting of shareholders are:
1. As of the afternoon of May 16, 2022, shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the completion of trading in Shenzhen Stock Exchange. Natural person shareholders shall attend the shareholders’ meeting in person. If they are unable to attend, they may entrust an authorized agent to attend; The legal representative of a corporate shareholder shall attend in person. If the legal representative is unable to attend, he may entrust an authorized agent to attend;
2. Directors, supervisors and senior managers of the company;
3. Lawyers and other relevant personnel employed by the company.
It is verified that there are a total of 250 shareholders (shareholders’ agents) attending the general meeting, representing 1437839432 voting shares, accounting for 212862% of the total Leo Group Co.Ltd(002131) share capital. Among them, 7 shareholders (shareholder agents) attended the on-site meeting, with 1235261931 representative shares, accounting for 182872% of the total Leo Group Co.Ltd(002131) share capital; According to the data provided by Shenzhen Securities Information Co., Ltd., 243 shareholders voted online, representing 202577501 voting shares, accounting for 2.9990% of the total Leo Group Co.Ltd(002131) share capital.
A total of 245 small and medium-sized investors participated in the shareholders’ meeting through on-site and online, representing 271879964 voting shares, accounting for 4.0250% of the total share capital of the company.
Lawyers of the firm believe that the qualification of shareholders and shareholders’ agents of Leo shares attending the meeting meets the provisions of relevant laws, regulations, normative documents and the articles of association, and has the right to review and vote on the proposals of the meeting. 3、 Voting procedures and results of this general meeting of shareholders
The topics of this meeting were voted. The shareholders’ meeting monitored the votes according to the procedures specified in the articles of association. After the online voting, the company consolidated and counted the voting results of on-site voting and online voting; If major matters affecting the interests of small and medium-sized investors are involved, the votes of small and medium-sized investors have been counted separately. The shareholders and their proxies present at the meeting raised no objection to the voting results.
1. Work report of the board of directors in 2021
Voting results: 1389586926 shares were approved, accounting for 966441% of the total voting shares held by shareholders attending the meeting; Against 47712606 shares, accounting for 3.3184% of the total voting shares held by shareholders attending the meeting; 539900 shares were abstained, accounting for 0.0375% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
223627458 shares were approved, accounting for 822523% of the shares held by minority shareholders attending the meeting; Against 47712606 shares, accounting for 175491% of the shares held by minority shareholders attending the meeting; 539900 shares were abstained, accounting for 0.1986% of the shares held by minority shareholders attending the meeting.
2. Work report of the board of supervisors in 2021
Voting results: 1389595026 shares were approved, accounting for 966447% of the total voting shares held by shareholders attending the meeting; Against 47693606 shares, accounting for 3.3170% of the total voting shares held by shareholders attending the meeting; 550800 shares were abstained, accounting for 0.0383% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
223635558 shares were approved, accounting for 822553% of the shares held by minority shareholders attending the meeting; Against 47693606 shares, accounting for 175422% of the shares held by minority shareholders attending the meeting; 550800 shares were abstained, accounting for 0.2026% of the shares held by minority shareholders attending the meeting.
3. Financial statement report of 2021
Voting results: 1349855352 shares were approved, accounting for 938808% of the total voting shares held by shareholders attending the meeting; Against 47649906 shares, accounting for 3.3140% of the total voting shares held by shareholders attending the meeting; 40334174 shares were abstained, accounting for 2.8052% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
183895884 shares were approved, accounting for 676386% of the shares held by minority shareholders attending the meeting; Against 47649906 shares, accounting for 175261% of the shares held by minority shareholders attending the meeting; 40334174 shares were abstained, accounting for 148353% of the shares held by minority shareholders attending the meeting.
4. Annual report and summary of 2021
Voting results: 1349855352 shares were approved, accounting for 938808% of the total voting shares held by shareholders attending the meeting; Against 47649906 shares, accounting for 3.3140% of the total voting shares held by shareholders attending the meeting; 40334174 shares were abstained, accounting for 2.8052% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
183895884 shares were approved, accounting for 676386% of the shares held by minority shareholders attending the meeting; Against 47649906 shares, accounting for 175261% of the shares held by minority shareholders attending the meeting; 40334174 shares were abstained, accounting for 148353% of the shares held by minority shareholders attending the meeting.
5. Profit distribution plan for 2021
Voting results: 1350176952 shares were approved, accounting for 939032% of the total voting shares held by shareholders attending the meeting; Against 47867906 shares, accounting for 3.3292% of the total voting shares held by shareholders attending the meeting; 39794574 shares were abstained, accounting for 2.7677% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
184217484 shares were approved, accounting for 677569% of the shares held by minority shareholders attending the meeting; Against 47867906 shares, accounting for 176063% of the shares held by minority shareholders attending the meeting; 39794574 shares were abstained, accounting for 146368% of the shares held by minority shareholders attending the meeting.
6. Self inspection report on capital occupation of controlling shareholders and other related parties in 2021
Voting results: 1349144852 shares were approved, accounting for 938314% of the total voting shares held by shareholders attending the meeting; Against 48404106 shares, accounting for 3.3664% of the total voting shares held by shareholders attending the meeting; 40290474 shares were abstained, accounting for 2.8022% of the total voting shares held by shareholders attending the meeting.
183185384 shares were approved, accounting for 673773% of the shares held by minority shareholders attending the meeting; Against 48404106 shares, accounting for 178035% of the shares held by minority shareholders attending the meeting; 40290474 shares were abstained, accounting for 148192% of the shares held by minority shareholders attending the meeting.
7. Proposal on the company’s use of some idle self owned funds for cash management
Voting results: 1332114687 shares were approved, accounting for 926470% of the total voting shares held by shareholders attending the meeting; Against 65973871 shares, accounting for 4.5884% of the total voting shares held by shareholders attending the meeting; 39750874 shares were abstained, accounting for 2.7646% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
166155219 shares were approved, accounting for 611134% of the shares held by minority shareholders attending the meeting; Against 65973871 shares, accounting for 242658% of the shares held by minority shareholders attending the meeting; 39750874 shares were abstained, accounting for 146207% of the shares held by minority shareholders attending the meeting.
8. Proposal on adjusting the distribution of guarantee amount in 2022
Voting results: 1349594952 shares were approved, accounting for 938627% of the total voting shares held by shareholders attending the meeting; Against 48493606 shares, accounting for 3.3727% of the total voting shares held by shareholders attending the meeting; 39750874 shares abstained, accounting for
