Legal opinion of Hunan Yixing law firm
Hunan Yixing law firm
About Tangrenshen Group Co.Ltd(002567) 2022
Legal opinion of the first extraordinary general meeting of shareholders
To: Tangrenshen Group Co.Ltd(002567)
Hunan Yixing law firm (hereinafter referred to as the firm) accepts the entrustment of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as the company) to issue this legal opinion in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the provisions of the articles of association. This legal opinion is only for the purpose of your company’s first extraordinary general meeting in 2022.
In order to issue this legal opinion, lawyers Tan Qingwei and Yang Ping (hereinafter referred to as the handling lawyer) who are responsible for issuing legal opinions attended the general meeting of shareholders according to law, reviewed the relevant matters involved, and consulted the articles of association and other relevant documents. In accordance with the requirements of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The general meeting of shareholders was convened by the board of directors of the company. On January 10, 2022, the board of directors of the company announced the notice of Tangrenshen Group Co.Ltd(002567) on convening the first extraordinary general meeting of shareholders in 2022 on cninfo.com, China Securities News, securities times, securities daily and Shanghai Securities News The agenda and deliberation items of the meeting shall be notified to all shareholders in the form of announcement. The general meeting of shareholders was held in strict accordance with the time, place, way of attending the meeting and the convening procedures specified in the articles of association.
The general meeting of shareholders was held at 14:30 p.m. on January 26, 2022 in the conference room on the fourth floor of the company’s headquarters in Liyu Industrial Park (1291 Huanghe North Road), national high tech Industrial Development Zone, Zhuzhou City, Hunan Province; Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on January 26, 2022; Through Shenzhen Stock Exchange Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
Legal opinion of Hunan Yixing law firm
The time of online voting by the Internet voting system is any time from 9:15 to 15:00 on January 26, 2022.
The meeting was presided over by Mr. Tao Yishan, chairman of the company.
The convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and the rules of procedure for the general meeting of shareholders of the company.
2、 Qualifications of personnel attending the general meeting of shareholders
The shareholders attending the shareholders’ meeting are all shareholders or shareholders’ agents of the company. There are 3 shareholders or shareholders’ agents present at the meeting, representing 239045110 shares, accounting for 19.8210% of the total shares of the company; 15 shareholders voted online, representing 82327589 shares, accounting for 6.8264% of the total shares of the company. A total of 18 shareholders attended the on-site meeting and online voting, with 321372699 representative shares, accounting for 26.6474% of the total shares of the company.
It is verified that the number of shares held (representing shares held) by the above shareholders (shareholders’ agents) is consistent with that recorded in the register of shareholders provided by the company, and they all hold legal and valid relevant identity certificates and shareholding certificates, and the shareholders’ agents hold legal written power of attorney and identity certificates.
After verification, the directors, supervisors, Secretary of the board of directors and senior managers of the company attended the shareholders’ meeting as nonvoting delegates and were legally qualified to attend the shareholders’ meeting. The qualification of the personnel attending the general meeting of shareholders is legal and valid. 3、 The shareholders attending the shareholders’ meeting did not put forward new proposals
The proposals considered at this shareholders’ meeting are consistent with the contents stated in the meeting notice. This shareholders’ meeting did not vote on the matters not listed in the meeting notice, nor did it modify the original proposal or propose a new proposal. 4、 Voting procedures and results of the general meeting of shareholders
The general meeting of shareholders voted, counted and monitored votes in accordance with the provisions of the articles of association. The voting results were announced on the spot. The shareholders attending the general meeting of shareholders and their authorized representatives did not raise any objection to the voting results.
The shareholders’ meeting will be voted by on-site voting and online voting, and the shareholders (including agents) participating in the meeting will review Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
Legal opinion of Hunan Yixing law firm
The following proposals were passed:
1. Proposal on 2022 stock option incentive plan (Draft) > and its summary
Voting: 320136172 shares were approved, accounting for 99.6152% of the shares held by all shareholders attending the meeting; Against 1235227 shares, accounting for 0.3844% of the shares held by all shareholders attending the meeting; 1300 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0004% of the shares held by all shareholders attending the meeting.
2. Proposal on the management measures for the implementation and assessment of stock option incentive plan in 2022
Voting: 320136172 shares were approved, accounting for 99.6152% of the shares held by all shareholders attending the meeting; Against 1235227 shares, accounting for 0.3844% of the shares held by all shareholders attending the meeting; 1300 shares abstained (including 0 shares by default due to non voting), accounting for 0.0004% of the shares held by all shareholders attending the meeting.
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan
Voting: 320136172 shares were approved, accounting for 99.6152% of the shares held by all shareholders attending the meeting; Against 1235227 shares, accounting for 0.3844% of the shares held by all shareholders attending the meeting; 1300 shares abstained (including 0 shares by default due to non voting), accounting for 0.0004% of the shares held by all shareholders attending the meeting.
The voting methods and results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders of listed companies, the articles of association and the rules of procedure of the general meeting of shareholders of the company, and the voting results are legal and valid.
5、 Concluding observations:
In conclusion, the handling lawyer believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the current laws and regulations of China; The qualifications of the convener and the personnel attending the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and effective.
In witness whereof. (the following is the signature page of this legal opinion, without text)
…… Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
Legal opinion of Hunan Yixing law firm
(there is no text on this page, which is a special page for the signature and seal of the legal opinions of the first extraordinary general meeting of shareholders in Tangrenshen Group Co.Ltd(002567) 2022) he Xiaohui, director of Hunan Yixing law firm (seal) (signature):
Handling lawyer Tan Qingwei (signature):
Handling lawyer Yang Ping (signature):
January 26, 2002
…… Hunan Yixing law firm Changsha general office: No. 1506, First Avenue, No. 2, Wuyi West Road, Changsha Tel: 0731-82235259 82239176 Hunan Yixing law firm Zhuzhou branch: 10 / F, block B, Changjiang central business building, Tianyuan District, Zhuzhou Tel: 0731-28217646 28221003
