Beijing Deheng Law Firm on Longzhou Group Co.Ltd(002682)
Of the 2021 annual general meeting
Legal opinion
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Longzhou Group Co.Ltd(002682)
Legal opinions of the 2021 annual general meeting
Deheng 07g201900942 to: Longzhou Group Co.Ltd(002682) (hereinafter referred to as “the company”)
Entrusted by the company, Beijing Deheng Law Firm (hereinafter referred to as “the firm”) appointed its lawyer to attend the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting of shareholders”) held by the company on May 20, 2022 in the conference room on the 10th floor, No. 112, Nanhuan West Road, Xinluo District, Longyan City, Fujian Province. According to 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 current effective laws Express legal opinions on the relevant provisions of laws, regulations and normative documents, the Longzhou Group Co.Ltd(002682) articles of Association (hereinafter referred to as the “articles of association”) and the facts that have occurred or exist before the issuance date of this legal opinion.
In order to issue this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or existed before the date of issuance of this legal opinion, 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.
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 checked and verified the relevant documents and facts provided by the company about the convening of the general meeting of shareholders, and listened to the statements and explanations of the company on the relevant facts. The company promises that the documents provided and the statements and explanations made are true, accurate, complete and effective without any concealment or omission.
In this legal opinion, our lawyers only express legal opinions on the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of participants, the qualifications of conveners, the voting procedures and voting results of the general meeting of shareholders, and do not express opinions on the contents of the proposal of the general meeting of shareholders, the authenticity and accuracy of the facts and data involved in the proposal.
This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used for any other purpose or purpose.
Affected by the epidemic of novel coronavirus pneumonia, the lawyers assigned by the exchange witnessed the shareholders’ meeting by video, and verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company.
Based on the above, in accordance with the requirements of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders is convened by the board of directors of the company. The board of directors of the company was posted on cninfo.com.cn on April 26, 2022 And the notice of Longzhou Group Co.Ltd(002682) on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022029) was published in the securities times, China Securities News, Shanghai Securities News and Securities Daily, notifying all shareholders to convene the general meeting of shareholders in the form of announcement. The shareholders’ right to attend the meeting, the registration date of the shareholders’ right to attend the meeting and the voting date of the proxy are stated.
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on May 20, 2022 in the conference room on the 10th floor, No. 112, Nanhuan West Road, Xinluo District, Longyan City, Fujian Province. The time and place of the meeting were consistent with the disclosure of the meeting notice. The shareholders’ meeting has completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the trading system of Shenzhen Stock Exchange and the Internet voting system. The online voting time 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 voting time through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 20, 2022.
The Secretary of the board of directors shall prepare the minutes of the shareholders’ meeting, which shall be signed and filed by the directors, supervisors and Secretary of the board of directors attending the meeting.
After verification, our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of Association; The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of laws, regulations and the articles of association.
2、 On the qualifications of the attendees of the general meeting of shareholders
The general meeting of shareholders was held by combining on-site meeting and online voting. The shareholders attending the on-site meeting and online voting are as follows:
(I) general attendance of shareholders
A total of 14 shareholders and authorized representatives of shareholders attended the on-site meeting and online voting of the general meeting of shareholders, representing 178731898 shares of the company, accounting for 317820% of the total voting shares of the company. Among them, 8 shareholders with voting rights and authorized representatives of shareholders attended the on-site meeting of the general meeting of shareholders, representing 178655098 shares of the company, accounting for 317683% of the total voting shares of the company; According to the online voting data provided by Shenzhen Securities Information Co., Ltd., there are 6 voting shareholders and authorized representatives of shareholders voting through the Internet, representing 76800 shares of the company, accounting for 0.0137% of the total voting shares of the company.
(II) attendance of small and medium-sized investors
A total of 9 small and medium-sized investors (excluding directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares, the same below) attended by on-site and online voting, representing 10811132 shares of the company, accounting for 1.9224% of the total voting shares of the company.
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as of the equity registration date of the general meeting of shareholders, the lawyers of the exchange shall check the shareholder account card, copy of business license, identity certificate of legal representative or power of attorney of legal person and identity certificate of attendees of legal person shareholders attending the general meeting of shareholders, shareholder account card or shareholding certificate of natural person shareholders As of the afternoon of May 17, 2022, the identity certificate of the shareholders’ register and the entrusted representative of the company have been checked with the shareholders’ register of shareholders of the company or the entrusted representative of the company for the on-site inspection of the shareholders’ register of shareholders or the on-site inspection of the company’s equity registration information. In addition to the above attendants, other persons attending or attending the meeting as nonvoting delegates are the current directors, supervisors and senior managers of the company
The qualification of online voting shareholders is verified by the trading system and Internet voting system of Shenzhen Stock Exchange when they conduct online voting. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders.
On the premise that the qualifications of shareholders participating in online voting comply with relevant laws, regulations and the articles of association, our lawyers believe that the qualifications of personnel attending the general meeting of shareholders comply with the provisions of laws, regulations and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
The following proposals were considered and voted at the shareholders’ meeting:
1. Deliberated and adopted the proposal on the general election of the board of directors and the nomination of candidates for directors of the seventh board of directors – election of non independent directors
1.01 elect Mr. Chen Daolong as a non independent director of the seventh board of directors
Voting: 178655301 shares were approved, accounting for 999571% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10734535 shares are agreed, accounting for 992915% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
1.02 elect Mr. LAN nengwang as a non independent director of the seventh board of directors
Voting: 178655301 shares were approved, accounting for 999571% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10734535 shares are agreed, accounting for 992915% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
1.03 elect Mr. Chen aiming as a non independent director of the seventh board of directors
Voting: 178655101 shares were approved, accounting for 999570% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10734335 shares are agreed, accounting for 992896% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
1.04 elect Mr. Zhong Weidong as a non independent director of the seventh board of directors
Voting: 178655100 shares were approved, accounting for 999570% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10734334 shares are agreed, accounting for 992896% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
1.05 elect Ms. Xu Hongtao as a non independent director of the seventh board of directors
Voting: 178655300 shares were approved, accounting for 999571% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10734534 shares are agreed, accounting for 992915% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
1.06 elect Ms. Chen Haining as a non independent director of the seventh board of directors
Voting: 178655101 shares were approved, accounting for 999570% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10734335 shares are agreed, accounting for 992896% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
2. Deliberated and adopted the proposal on the general election of the board of directors and the nomination of candidates for directors of the seventh board of directors – election of independent directors
2.01 elect Mr. Tang Xinhua as an independent director of the seventh board of directors
Voting: 178661100 shares were approved, accounting for 999604% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10740334 shares are agreed, accounting for 993451% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
2.02 elect Mr. Qiu Xiaohua as an independent director of the seventh board of directors
Voting: 178660900 shares were approved, accounting for 999603% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10740134 shares are agreed, accounting for 993433% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
2.03 elect Mr. Hu Jirong as an independent director of the seventh board of directors
Voting: 178660900 shares were approved, accounting for 999603% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10740134 shares are agreed, accounting for 993433% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
3. Deliberated and passed the proposal on the election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the seventh board of supervisors
3.01 elect Mr. Li Zeqi as the non employee representative supervisor of the seventh board of supervisors
Voting: 178660901 shares were approved, accounting for 999603% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10740135 shares are agreed, accounting for 993433% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
3.02 elect Ms. Wang Qiujin as the non employee representative supervisor of the seventh board of supervisors
Voting: 178661101 shares were approved, accounting for 999604% of the total voting shares attending the meeting. Among them, the voting situation of small and medium-sized investors is: 10740335 shares are agreed, accounting for 993451% of the total number of valid voting shares held by small and medium-sized investors participating in the general meeting of shareholders.
4. Deliberated and adopted the work report of the board of directors in 2021
Voting: 178713598 shares were approved, accounting for 999898% of the total voting shares held by all shareholders attending the meeting; 18300 opposed shares, accounting for 0.0102% of the total voting shares held by all shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 10792832 shares are agreed, accounting for 998307% of the total voting shares held by small and medium-sized investors attending the meeting; Against 18300 shares, accounting for 0.1693% of the total voting shares held by small and medium-sized investors attending the meeting; 0 shares abstained, accounting for 0.0% of the total voting shares held by small and medium-sized investors attending the meeting
