No. 269, Tianfu 2nd Street, Chengdu, Sichuan
Tel: 86 28 86119970 Fax: 86 28 86119827 zip code: 610095
E-mail： [email protected]. Floor 9,Building 26,Boundary-Free Land http://www. grandall. com. cn. Center,269 Tianfu 2 Street,
Hi-Tech Zone,Chendu,China
Guohao law firm (Chengdu)
About Lander Sports Development Co.Ltd(000558)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) Guo Hao (Rong) LV Jian Zi No. 650 to: Lander Sports Development Co.Ltd(000558)
Guohao law firm (Chengdu) (hereinafter referred to as "the firm") is entrusted by Lander Sports Development Co.Ltd(000558) (hereinafter referred to as "the company") to appoint lawyers Chen Jie and Chen Ke to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as "the meeting"), and in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The relevant provisions of 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"), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and the Lander Sports Development Co.Ltd(000558) articles of Association (hereinafter referred to as the "articles of association"), Issue legal opinions on relevant legal issues such as the convening and convening procedures of the company's meeting, the qualifications of participants, the qualifications of conveners, the voting procedures of the meeting and the legitimacy of the voting results. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in this meeting of the company, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
This legal opinion is only for the purpose of witnessing this meeting and shall not be used for any other purpose.
The lawyer of the firm agrees to announce this legal opinion together with the resolution of the company's meeting, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the lawyer industry, our lawyers issue the following legal opinions:
Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Ningbo, Fuzhou, Nanjing, Xi'an, Hong Kong and Paris
1. Convening of this meeting
After verification by our lawyers, the board of directors of the company held the 24th Meeting of the 10th board of directors on December 31, 2021, and the meeting decided to hold the first extraordinary general meeting of shareholders of the company in 2022 on January 21, 2022. On October 29, 2021 and January 5, 2022, the board of directors of the company published in the securities times, China Securities Journal and cninfo (www.cn. Info. Com. CN.) The notice on convening the meeting was published in the form of announcement, announcing the time, place, convener, method, equity registration date, deliberation proposal, attendees and registration method of the meeting.
2. Convening of this meeting
The meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on January 21, 2022 in conference room 1903, 19 / F, tower D, China Shipping international center, 177 jiaozi Avenue, high tech Zone, Chengdu, Sichuan Province. The specific 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 January 21, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 21, 2022.
After verification, our lawyers believe that the company published the notice of the meeting 15 days before the meeting, and the actual time, place, method and proposal of the meeting are consistent with the relevant contents announced in the notice of the extraordinary general meeting. The convening and convening procedures of this meeting comply with the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative legal documents and the articles of association.
2、 Qualifications of attendees and conveners of the meeting
After verification by the lawyers of the firm, 32 shareholders, shareholders' representatives and entrusted agents attended the meeting, Representing 456847913 voting shares (Note: according to the share transfer agreement on Lander Sports Development Co.Ltd(000558) signed by Chengdu Sports Industry Investment Group Co., Ltd. and reinda Holding Group Co., Ltd. on March 11, 2019, reinda Holding Group Co., Ltd. promises to start from the share transfer agreement on Lander Sports Development Co.Ltd(000558) From the effective date, it unconditionally and irrevocably waives the voting rights corresponding to its 64461198 shares of the listed company (accounting for 5% of the total share capital of the company), and does not entrust any other party to exercise the voting rights of these shares. As of the equity registration date of this general meeting, the above 64461198 shares are still in the waiver period. The number of voting shares of reinda Holding Group Co., Ltd. in this general meeting is 65938802 shares (accounting for 5.11% of the total share capital of the company), accounting for 37.30% of the total voting shares of the company. Among them, there are 2 Shareholders and shareholder agents attending the on-site meeting, holding or representing 2369550 voting shares, accounting for 0.19% of the total voting shares of the company; A total of 30 shareholders voted through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange, representing 454478363 voting shares, accounting for 37.10% of the total voting shares of the company.
In addition to the above shareholders, shareholder representatives and entrusted agents of shareholders, there are also directors, supervisors, other senior managers and witness lawyers of the company.
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws and regulations and the articles of association.
After checking the identity certificates, shareholding certificates, power of attorney of shareholders and the qualification of the convener of the on-site meeting of the meeting, our lawyers believe that: (1) shareholders (or agents) attending the on-site meeting of the meeting have legal and effective qualifications and can participate in the meeting and exercise their voting rights; (2) The qualification of the convener of this meeting meets the relevant provisions of laws, regulations and the articles of association.
3、 Voting procedure of this meeting
After on-site verification by our lawyers, the shareholders' meeting passed all the following proposals:
1. Proposal on re employment of accounting firm
Voting results: 456374513 shares were approved, accounting for 99.90% of the voting shares held by all shareholders attending the meeting; Against 473400 shares, accounting for 0.1% of the voting shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 4957750 shares are agreed, accounting for 91.28% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 473400 shares, accounting for 8.72% of the voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0% of the voting shares held by minority shareholders attending the meeting.
This proposal is an ordinary resolution, which needs to be passed by more than half of the voting rights held by the shareholders attending the general meeting of shareholders. After review, this proposal is passed.
2. Proposal on Amending the articles of Association
Voting results: 454740863 shares were approved, accounting for 99.53% of the voting shares held by all shareholders attending the meeting; Against 1870750 shares, accounting for 0.41% of the voting shares held by all shareholders attending the meeting; 236300 shares were abstained, accounting for 0.05% of the voting shares held by all shareholders attending the meeting.
Among them, the voting situation of small and medium-sized investors is: 3324100 shares are agreed, accounting for 61.20% of the voting shares held by small and medium-sized shareholders attending the meeting; Against 1870750 shares, accounting for 34.45% of the voting shares held by minority shareholders attending the meeting; 236300 shares were abstained, accounting for 4.35% of the voting shares held by minority shareholders attending the meeting. This proposal is a special resolution, which needs to be passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders. After review, this proposal is passed.
The meeting voted in accordance with the provisions of the articles of Association (according to the provisions of Article 31 of the rules for the general meeting of shareholders of listed companies (revised in 2022), when the general meeting of shareholders considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. Therefore, all proposals of the general meeting of shareholders have been counted separately), monitored, And announce the voting results on the spot.
After verification, our lawyers believe that the voting process, the form of voting rights and the procedures of counting and monitoring votes at this meeting are in line with the provisions of the articles of association. The voting procedures and results of this meeting of the company are legal and valid. 4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company's meeting, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener and the voting procedures comply with the provisions of laws and regulations, normative documents and the articles of association, and the voting results and resolutions formed at the meeting are legal and effective.
This legal opinion is made in three originals, all of which shall come into force from the date of signature and seal of the firm and its lawyers. Two copies shall be submitted to the company, and one copy shall be retained by the firm, each of which shall have the same effect.
(there is no text below, which is the page of signature and seal)
(there is no text on this page, which is the signature page of "(2022) Guohao (Rong) Lvjian Zi No. 650" legal opinion of Guohao law firm on Lander Sports Development Co.Ltd(000558) the first extraordinary general meeting of shareholders in 2022)
Head of Guohao law firm (Chengdu):
Lawyer in charge of Lu Xiaodong:
Chen Jie
Chen Ke January 21, 2002
