About Leo Group Co.Ltd(002131)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
T&C Law Firm
11 / F, block a, Huanglong Century Plaza, No. 1, Hangda Road, Hangzhou, Zhejiang
Tel: + 86 571 87901110 Fax: + 86 571 87902008
T&C Law Firm
About Leo Group Co.Ltd(002131)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
No.: tcyjs2022h0061 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”), appointed lawyers to attend the first extraordinary general meeting of shareholders in Leo Group Co.Ltd(002131) 2022 and issued this legal opinion.
This legal opinion is only for the purpose of the first extraordinary general meeting of shareholders in Leo Group Co.Ltd(002131) 2022. Our lawyer agrees to announce this legal opinion together with Leo Group Co.Ltd(002131) other information disclosure materials of this shareholders’ meeting.
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, our lawyers have conducted necessary verification and verification on the relevant matters and documents involved in the Leo Group Co.Ltd(002131) general meeting of shareholders, attended the first extraordinary general meeting of shareholders in Leo Group Co.Ltd(002131) 2022, and now issue the following legal opinions:
1、 Procedures for convening and convening the general meeting of shareholders
(I) upon verification by lawyers of the exchange, Leo Group Co.Ltd(002131) the shareholders’ meeting was proposed and convened by the board of directors. The notice of convening the shareholders’ meeting was published in the securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo.com on January 6, 2022（ http://www.cn.info.com.cn. ）Make an announcement on the Internet.
According to the agenda of the shareholders’ meeting, the topics submitted to the shareholders’ meeting for deliberation are:
1. Proposal on credit scale and guarantee line in 2022
The proposal on convening the company’s first extraordinary general meeting in 2022, and the notice on convening the company’s first extraordinary general meeting in 2022 was announced on January 6, 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 January 21, 2022; The online voting time is January 21, 2022, of which the specific time for 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 January 21, 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 21, 2022. The on-site meeting of the general meeting of shareholders is held in the company’s conference room, No. 1, Third Street, eastern industrial agglomeration zone, Wenling City, Zhejiang Province.
The topics and related matters discussed at the shareholders’ meeting have been listed and disclosed in the notice and announcement of the 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 for general meeting of shareholders and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
In accordance with the company law, the securities law, the articles of association and the notice of the shareholders’ meeting, the following persons attended the shareholders’ meeting:
1. As of the afternoon of January 17, 2022, shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. All shareholders have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company.
After verification, 264 shareholders (shareholders’ agents) attended the general meeting of shareholders, with a total of 1293628891 representative shares, accounting for 19.1512% of the total share capital of Leo Group Co.Ltd(002131) . Among them, 8 shareholders (shareholder agents) attended the on-site meeting, representing 1238461742 shares, accounting for 18.3345% of the total share capital of Leo Group Co.Ltd(002131) ; According to the data provided by Shenzhen Securities Information Co., Ltd., 256 shareholders voted online, representing 55167149 shares, accounting for 0.8167% of the total share capital of Leo Group Co.Ltd(002131) .
A total of 259 small and medium-sized investors participated in the shareholders’ meeting through on-site and online, representing 127669423 voting shares, accounting for 1.8901% of the total share capital of the company.
The lawyers of the firm believe that the qualification of shareholders and shareholder agents of Leo shares attending the meeting meets the provisions of relevant laws, regulations, normative documents and the articles of association, and have the right to review and vote on the proposals of the meeting. 3、 Voting procedures and results of the general meeting of shareholders
After verification, the general meeting of shareholders voted on the topics of the meeting by open ballot in accordance with the voting procedures specified in laws, regulations and the articles of association. 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.
Upon witness, the lawyers of the firm confirmed that the following proposals were considered and adopted at the general meeting of shareholders:
1. Deliberating the proposal on credit scale and guarantee line in 2022
Voting results: 1271188534 shares were approved, accounting for 98.2653% of the total voting shares held by shareholders attending the meeting; 22436795 opposed shares, accounting for 1.7344% of the total voting shares held by shareholders attending the meeting; 3562 shares abstained, accounting for 0.0003% of the total voting shares held by shareholders attending the meeting.
The voting of minority shareholders is as follows:
105229066 shares were approved, accounting for 82.4231% of the shares held by minority shareholders attending the meeting; 22436795 shares were opposed, accounting for 17.5741% of the shares held by minority shareholders attending the meeting; 3562 shares were abstained, accounting for 0.0028% of the shares held by minority shareholders attending the meeting.
According to the voting results, all proposals considered at this meeting were approved by the general meeting of shareholders. The shareholders’ meeting did not vote on matters not listed in the meeting notice. The minutes and resolutions of the meeting shall be signed by the directors of the company attending the meeting.
After verification, our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that: Leo Group Co.Ltd(002131) the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of Association; The qualifications of attendees and conveners are legal and valid; The voting procedures and results of the meeting are legal and valid.
This legal opinion shall come into force after being signed by the handling lawyer of the office and stamped with the official seal of the office.
This legal opinion is made in three originals without copies.
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(there is no text on this page, which is the signature page of tcyjs2022h0061 legal opinion on the first extraordinary general meeting of shareholders in Leo Group Co.Ltd(002131) 2022)
T&C Law Firm
Person in charge: Zhang Jingzhong
Signed by: Handling lawyer: Zuo Liyang signed by:
Handling lawyer: he wan signature:
January 21, 2022
