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Legal opinion of the first extraordinary general meeting of shareholders in 2022
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About Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
In accordance with the provisions of the securities law of the people’s Republic of China, the company law of the people’s Republic of China, 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 of the China Securities Regulatory Commission, Beijing Wanshang tianqin law firm (hereinafter referred to as “the firm”) accepts the entrustment of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 and give legal opinions. Affected by the infection of New Coronavirus pneumonia, our lawyer attended the shareholders’ meeting by video and witnessed the general meeting of shareholders.
The lawyer of the firm agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of the company, and bear corresponding responsibilities for this legal opinion according to law.
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 verified and verified the relevant documents provided by the company and the relevant matters of the general meeting of shareholders, and participated in the general meeting of shareholders of the company. The legal opinions on the convening and voting of the company’s general meeting of shareholders are as follows:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of the company. On December 31, 2021, the company held the 8th meeting of the 6th board of directors, which decided to hold the first extraordinary general meeting of shareholders on January 18, 2022.
(II) the company was posted on cninfo.com on January 1, 2022（ http://www.cn.info.com.cn. ）The notice of the first extraordinary general meeting of shareholders in Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2022 was issued. The above-mentioned meeting notice specified the convener of the general meeting of shareholders, the time and method of the meeting, the date of equity registration, the participants, the place of the on-site meeting, the matters to be considered at the meeting and other relevant matters.
(III) according to the notice of the shareholders’ meeting, the shareholders’ meeting is held by combining on-site voting and online voting. The on-site meeting was held in the company’s conference room at 14:00 p.m. on January 18, 2022, presided over by Mr. Liu Zhi, chairman of the company; The online voting time is January 18, 2022, of which: 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 January 18, 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 January 18, 2022.
After verification, our lawyers believe that the convening and convening procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
(I) according to the registration data of the on-site meeting and the data provided by Shenzhen Securities Information Co., Ltd., 20 shareholders and shareholders’ agents attended the general meeting, representing 133663852 shares, accounting for 39.3029% of the total shares of the company. Among them, 6 shareholders and shareholders’ agents attended the on-site meeting, with 132958652 representative shares, accounting for 39.0956% of the total shares of the company; There are 14 shareholders voting online, representing 705200 shares, accounting for 0.2074% of the total shares of the company. The above shareholders are the company’s shareholders or their agents registered in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the end of the transaction on the equity registration date of the general meeting of shareholders, i.e. January 13, 2022.
(II) in addition to the above shareholders and shareholders’ agents, the persons attending or attending the general meeting of shareholders (some of whom are accessed by video) also include the directors, supervisors, senior managers and witness lawyers hired by the company. Upon verification by our lawyers, the above-mentioned persons are legally qualified to participate in the general meeting of shareholders.
3、 Qualifications of the convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which complies with the provisions of laws, regulations, normative documents and the articles of association, and its qualification is legal and valid.
4、 Voting procedures and results of this general meeting of shareholders
(I) the general meeting of shareholders adopts the combination of on-site voting and online voting. After verification, the on-site meeting of the general meeting of shareholders adopted open ballot to vote one by one on the following four proposals submitted to the general meeting of shareholders for deliberation:
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary;
2. Proposal on the management measures for the assessment of the company’s restricted stock incentive plan in 2021;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021;
4. Proposal on adjusting the payment time for the transfer of the remaining equity of Fangzhou pharmaceutical.
(II) according to the witness of our lawyers and the statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd. on January 18, 2022, the general meeting of shareholders deliberated and adopted the following proposals, and the voting results are as follows:
1. The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary was considered and adopted. The voting results: 132958652 shares were agreed, accounting for 99.4724% of the total voting shares held by shareholders attending the meeting (including online voting); Oppose 705200 shares, accounting for 0.5276% of the total voting shares held by shareholders attending the meeting (including online voting); Abstained 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 10000 shares were agreed, accounting for 1.3982% of the total voting shares held by minority shareholders attending the meeting (including online voting); Oppose 705200 shares, accounting for 98.6018% of the total voting shares held by minority shareholders (including online voting) attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting) attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by unrelated shareholders (including shareholder agents) who have attended the meeting.
2. The proposal on the management measures for the assessment of the company’s restricted stock incentive plan in 2021 was considered and passed. The voting results: 132958652 shares were agreed, accounting for 99.4724% of the total voting shares held by shareholders attending the meeting (including online voting); Oppose 705200 shares, accounting for 0.5276% of the total voting shares held by shareholders attending the meeting (including online voting); Abstained 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 10000 shares were agreed, accounting for 1.3982% of the total voting shares held by minority shareholders attending the meeting (including online voting); Oppose 705200 shares, accounting for 98.6018% of the total voting shares held by minority shareholders (including online voting) attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting) attending the meeting.
0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting) attending the meeting. This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by unrelated shareholders (including shareholder agents) who have attended the meeting.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 was deliberated and adopted
Voting results: 132958652 shares were approved, accounting for 99.4724% of the total voting shares held by shareholders attending the meeting (including online voting); Oppose 705200 shares, accounting for 0.5276% of the total voting shares held by shareholders attending the meeting (including online voting); Abstained 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 10000 shares were agreed, accounting for 1.3982% of the total voting shares held by minority shareholders attending the meeting (including online voting); Oppose 705200 shares, accounting for 98.6018% of the total voting shares held by minority shareholders (including online voting) attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting) attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by unrelated shareholders (including shareholder agents) who have attended the meeting.
4. The proposal on adjusting the payment time for the transfer of the remaining equity of Fangzhou pharmaceutical was deliberated and adopted
Voting results: 133050052 shares were approved, accounting for 99.5408% of the total voting shares held by shareholders attending the meeting (including online voting); Against 613800 shares, accounting for 0.4592% of the total voting shares held by shareholders attending the meeting (including online voting); Abstained 0 shares, accounting for 0.0000% of the total voting shares held by shareholders attending the meeting (including online voting).
Among them, the voting results of minority shareholders attending the meeting: 101400 shares were agreed, accounting for 14.1779% of the total voting shares held by minority shareholders attending the meeting (including online voting); Against 613800 shares, accounting for 85.8221% of the total voting shares held by minority shareholders (including online voting) attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total voting shares held by minority shareholders (including online voting) attending the meeting.
Based on the bidding results of on-site voting and online voting, the voting results of this shareholders’ meeting are as follows:
All the proposals considered at the shareholders’ meeting were passed. The shareholders and their proxies attending the shareholders’ meeting have no objection to the voting results of the meeting.
After verification, our lawyers believe that the voting procedures of the company’s general meeting of shareholders comply with the provisions of laws, regulations, normative documents and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in accordance with Chinese laws and regulations and the articles of association, and are legal and effective; There is no change or rejection of the proposal at the general meeting of shareholders of the company; The resolutions adopted at this shareholders’ meeting are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Wanshang tianqin law firm on the first extraordinary general meeting of shareholders in Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2022)
Head of Beijing Wanshang tianqin law firm: Li Hong
Signature:
Handling lawyer: Shi Youming
Signature:
Handling lawyer: Xu Xiao
Signature:
Date: mm / DD / yy
