Beijing Deheng Law Firm
About Guilin Layn Natural Ingredients Corp(002166)
Dissolution of the relationship of concerted action by relevant shareholders
Legal opinion
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
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Beijing Deheng Law Firm
About Guilin Layn Natural Ingredients Corp(002166)
Dissolution of the relationship of concerted action by relevant shareholders
Legal opinion
Deheng 01g20190332 to: Guilin Layn Natural Ingredients Corp(002166)
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guilin Layn Natural Ingredients Corp(002166) (hereinafter referred to as ” Guilin Layn Natural Ingredients Corp(002166) ” or “the company”) to terminate the relationship of concerted action between the company’s shareholders Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun (hereinafter referred to as “the relevant shareholders”), This legal opinion is issued in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and other relevant laws, regulations and normative documents.
We have obtained the company’s guarantee, that is, the company guarantees that it has provided our lawyers with true, complete and effective original written materials, duplicate materials or oral testimony necessary for issuing this legal opinion, without any major omissions and misleading statements, and the copies provided are consistent with the original.
Our lawyers only express legal opinions on the legal issues related to this dissolution, and do not express opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data and conclusions in relevant accounting reports and audit reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. The exchange does not have the legal qualification to verify and evaluate such data.
Our lawyers express legal opinions in accordance with the facts that have occurred or exist before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of CSRC and Shenzhen Stock Exchange.
We promise that we and our lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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, Sufficient verification has been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions.
The lawyer of the firm agrees to announce this legal opinion as the legal document of the company’s dissolution, and bear corresponding legal liabilities for the legal opinion issued according to law.
This legal opinion is only used by the company for the purpose of this dissolution and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers issued the following legal opinions: I. the legitimacy of this dissolution
(I) concerted action relationship of relevant shareholders
After verification by our lawyers, Qin Benjun, the controlling shareholder and actual controller of the company, and his brother Jiang Anming are the initiators of Guilin Layn Natural Ingredients Corp(002166) . Since January 2017, Jiang Xiaosan has become a shareholder of the company by buying the company’s shares through centralized bidding trading in the secondary market. Since January 2018, Jiang Jun has become a shareholder of the company by buying the company’s shares through centralized bidding trading in the secondary market.
As of the date of issuance of this legal opinion, Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun respectively hold 105919507 shares (accounting for 18.74% of the total share capital of the company), 19500000 shares (accounting for 3.45% of the total share capital of the company), 19500000 shares (accounting for 3.45% of the total share capital of the company) and 19500000 shares (accounting for 3.45% of the total share capital of the company), The company holds 164419507 shares in total (accounting for 29.09% of the total share capital of the company). Qin Benjun, Jiang Anming, Jiang Xiaosan and Jiang Jun are brothers and are recognized as persons acting in concert in accordance with the measures for the administration of the acquisition of listed companies.
After verification by our lawyers, in order to increase the proportion of allotment shares and ensure the smooth implementation of allotment and issuance projects during the company’s allotment in 2018, Qin Benjun, the controlling shareholder and actual controller of the company, signed the agreement on concerted action with Jiang Xiaosan, Jiang Anming and Jiang Jun on March 28, 2018 and promised to subscribe for allotment shares. The unanimous action agreement stipulates: “before the parties reach an agreement on the matters to be acted in concert, neither party shall exercise relevant rights alone; if the parties fail to reach an agreement on the matters to be voted on after full consultation, each party shall take Party A (Qin Benjun) Your opinion shall prevail. The term of validity of this agreement is: three years from the date of signature of the agreement by both parties. Upon expiration, the term of validity may be extended by consensus of all parties. ” The agreement expires on March 27, 2021 and has not been renewed after expiration.
(II) reasons for this cancellation
According to the verification of our lawyers, the company’s shareholders Jiang Anming, Jiang Xiaosan and Jiang Jun all have relatively independent business segments and have different plans for the future development of family and career. Moreover, the three shareholders do not work in the company or participate in the daily operation and management of the company, and can not continue to act in concert with Mr. Qin Benjun in terms of development strategy and business philosophy. In order to express their true wishes as shareholders independently, further straighten out the corporate governance structure and improve decision-making efficiency, Jiang Anming, Jiang Xiaosan and Jiang Jun asked to remove the relationship of concerted action. After full consultation between the parties, the four brothers signed the agreement on dissolving the relationship of concerted action on January 19, 2022. The agreement stipulates that from the date of signing the agreement, each party will independently exercise the shareholders’ rights and perform the shareholders’ obligations in accordance with the provisions of laws, regulations, normative documents and Guilin Layn Natural Ingredients Corp(002166) articles of association. On the voting matters of the Guilin Layn Natural Ingredients Corp(002166) general meeting of shareholders, all parties exercise their voting rights independently, which may form the same or different voting opinions, and no concerted action is required. Neither party can and will not force the other party to act in concert with the other parties, and will not force the other party to exercise the rights and obligations of shareholders according to the intention of one party.
The lawyers of the firm believe that the reasons for the dissolution of the company’s relevant shareholders are reasonable and sufficient, and meet the requirements of the administrative measures for the acquisition of listed companies. The agreement on dissolution of the relationship of concerted action signed by the relevant shareholders for the dissolution does not violate the provisions of relevant laws, regulations, normative documents and the articles of association. It is the true intention of all parties, legal and effective.
2、 Influence of the company’s control right after this dissolution
(I) after verification by our lawyers, the top five shareholders of the company after the dissolution are as follows:
No. shareholder name / name number of shares (shares) shareholding ratio (%)
1 Qin Benjun 105919507.00 18.74
2 liang Dingzhi 27136781.00 4.80
3 Yao Xinde 25780667.00 4.56
4 Jiang Anming 19500000.00 3.45
5 Jiang Xiaosan 19500000.00 3.45
6 Jiang Jun 19500000.00 3.45
Our lawyers believe that after the dissolution, Qin Benjun holds 18.74% of the shares of the company and is still the largest shareholder of the company, and the proportion of shares held by Mr. Qin Benjun is much larger than liang Dingzhi, the second largest shareholder and Yao Xinde, the third largest shareholder of the company. Mr. Qin Benjun’s control position has not changed.
(II) Qin Benjun has been the actual controller of the company since its listing
1. The legal opinion and listing announcement of the company’s initial public offering and listing on the small and medium-sized board in 2007 indicate that the controlling shareholder and actual controller of the issuer are Qin Benjun.
2. In 2014, the company’s non-public offering plan and non-public offering and listing announcement and other documents made it clear that Qin Benjun was the actual controller of the company.
3. The announcement documents such as the company’s plan for non-public offering of A-Shares in 2016 specify that Qin Benjun is the controlling shareholder and actual controller of the company, and Jiang Anming (Qin Benjun’s brother) holds 2.13% of the shares of the company and is the person acting in concert of the actual controller.
4. During the company’s share allotment in 2018, the share allotment instructions, legal opinions and other documents reported to the CSRC and announced clearly: the controlling shareholder and actual controller of the company are Qin Benjun, and Jiang Anming, Jiang Xiaosan and Jiang Jun are the persons acting in concert.
5. In the application for non-public offering of the company in 2020, the CSRC and various documents announced made it clear that the controlling shareholder and actual controller of the company were Qin Benjun, and Jiang Anming, Jiang Xiaosan and Jiang Jun were the persons acting in concert.
6. All the regular and irregular announcements of the company since its listing in 2007 have made it clear that Qin Benjun is the controlling shareholder and actual controller of the company. Jiang Anming, Jiang Xiaosan and Jiang Jun are the persons acting in concert after holding the shares of the company.
Therefore, since the listing of the company, Qin Benjun is the only actual controller of the company, and the status of its controlling shareholder and actual controller has not changed. At present, Qin Benjun is still the chairman and general manager of the company. He plays a decisive role in the nomination, appointment and removal of directors and senior managers of the company, has a substantial impact on the resolutions of the general meeting of shareholders and the board of directors, and plays a decisive role in the company’s business policies, business decisions and major business management events. That is, after the dissolution of the relationship of concerted action, Qin Benjun is still the controlling shareholder and actual controller of the company. The dissolution of the relationship of concerted action will not lead to changes in the company’s control and will not have an adverse impact on the company’s financial status and daily business activities.
(III) the termination of the above concerted action relationship does not violate the provisions of the company law, the civil code and other relevant laws, regulations and normative documents, and does not violate their respective commitments.
Our lawyers believe that after the dissolution, the actual controller of the company is still Qin Benjun, and the control right of the company has not changed.
3、 Concluding observations
In conclusion, our lawyers believe that:
(I) the reasons for the dissolution of the company’s relevant shareholders are reasonable and sufficient, and meet the requirements of the administrative measures for the acquisition of listed companies. The agreement on dissolution of the relationship of concerted action signed by the relevant shareholders for the dissolution does not violate the provisions of relevant laws, regulations, normative documents and the articles of association. It is the true intention of all parties, legal and effective. (II) after this dissolution, the actual controller of the company is still Qin Benjun, and the control right of the company has not changed.
This legal opinion is made in quadruplicate and takes effect from the date of signature and seal.
(no text below)
(this page is the signature page of Beijing Deheng Law Firm’s legal opinion on Guilin Layn Natural Ingredients Corp(002166) relevant shareholders’ dissolution of the relationship of concerted action)
Beijing Deheng Law Firm
Person in charge: Wang Li
Lawyer in charge: Li Zhe
Lawyer in charge: Wang Bing
specific date
