Lucky Film (600135): Beijing Lantai Law Firm’s Legal Opinion on the 2023 Annual General Meeting of Shareholders of Lucky Film Co., Ltd. – CFi.CN China Finance Network

Original title: Lucky Film: Beijing Lantai Law Firm’s Legal Opinion on the 2023 Annual General Meeting of Shareholders of Lucky Film Co., Ltd.

Beijing Lantai Law Firm’s Legal Opinion on the 2023 Annual General Meeting of Shareholders of Lucky Film Co., Ltd. Address: 29th Floor, Building B, No. 1, Shuguang Xili, Chaoyang District, Beijing
Tel: (8610) 52287799 Fax: (8610) 58220039 Postal code: 100028 Website: www.lantai.cn
Beijing Lantai Law Firm
About Lucky Film Co., Ltd.
2023 Annual General Meeting of Shareholders
legal opinion
Lantai Yizi (2024) No. 1435
To: Lucky Film Co., Ltd.
Beijing Lantai Law Firm (hereinafter referred to as the “firm”) accepted the entrustment of Lucai Film Co., Ltd. (hereinafter referred to as the “company”) and assigned lawyers Wang Chengxian and Cao Wenwen to witness the company’s 2023 annual general meeting of shareholders (hereinafter referred to as the “firm”). General Meeting of Shareholders” or “Meeting”). Now in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Rules of Shareholders’ Meetings of Listed Companies (hereinafter referred to as the “Shareholders’ Meeting Rules”) and other laws, administrative regulations, normative documents and the “Le According to the provisions of the Articles of Association of Kaiji Film Co., Ltd. (hereinafter referred to as the “Articles of Association”), our lawyers have verified the relevant matters of this shareholders’ meeting and issued this legal opinion.

Regarding the issuance of this legal opinion, our firm makes the following statement:
1. In order to issue this legal opinion, our lawyers reviewed the documents provided by the company regarding this shareholders’ meeting, listened to the company’s statements and explanations on relevant facts, and attended this shareholders’ meeting.

2. Based on the facts that occurred or existed on the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, and normative documents, our lawyers will issue legal opinions on the relevant legal issues involved in this shareholders’ meeting.

3. In this legal opinion, our lawyers only issue legal opinions on matters such as the convening and convening procedures of this shareholders’ meeting, the qualifications of conveners and attendees, voting procedures, voting results, etc., in accordance with the requirements of the “Shareholders’ Meeting Rules” , does not express any opinion on the content of the proposals for this shareholders’ meeting and the authenticity and accuracy of the facts and data involved in the proposals.

4. This legal opinion is only used by the company for the purpose of evaluating this general meeting of shareholders and may not be used for any other purpose or use without the prior written consent of the firm. The Exchange agrees to use this legal opinion as an announcement material for the company’s general meeting of shareholders and to disclose it to the public together with other information that needs to be announced.

Based on the above premise, in accordance with the recognized business standards, ethics and diligence of the legal industry, our lawyers issued the following legal opinions on matters related to the company’s shareholders’ meeting:
1. Convening and convening procedures of this general meeting of shareholders
(1) Convening of this general meeting of shareholders
On March 27, 2024, the 14th meeting of the company’s ninth board of directors reviewed and approved the “Proposal on Convening the 2023 Annual Shareholders’ Meeting” and agreed that the company would convene the 2023 Annual Shareholders’ Meeting on April 24, 2024.

On March 29, 2024, the company issued the “Notice of Lucai Film Co., Ltd. on convening the 2023 Annual General Meeting of Shareholders” (hereinafter referred to as the “Meeting Notice”) in the form of an announcement. The “Meeting Notice” states the session of the shareholders’ meeting, the convener, the method of convening, the date, time and place of the convening, the online voting system, the start and end dates and voting time, the equity registration date of the meeting, the attendees, and the meeting Deliberation matters, proposal coding precautions, meeting registration matters, specific operational procedures for participating in online voting, etc.

(2) Convening of this general meeting of shareholders
1. This general meeting of shareholders will be held through a combination of on-site voting and online voting.

2. The on-site meeting of this shareholders’ meeting will be held in the conference room of the company’s office building on April 24, 2024. The on-site meeting will be presided over by Mr. Wang Hongze, the chairman of the board.

3. Using the Shanghai Stock Exchange online voting system, the voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30, 13:00- 15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders’ meeting.

After verification by our lawyers, the actual time, place, and method of the shareholders’ meeting, and the proposals reviewed at the meeting were consistent with the time, location, method, and matters to be considered at the meeting announced in the “Meeting Notice.”

Our lawyers believe that the time, method and content of the “Meeting Notice” issued by the company complied with the relevant provisions of laws, administrative regulations, “Rules of Shareholders’ Meetings” and “Articles of Association”; the actual time, place and content of this shareholders’ meeting were consistent with The contents of the “Meeting Notice” are consistent. The convening and procedures of the company’s shareholders’ meeting complied with the relevant provisions of laws, administrative regulations, the “Rules of Shareholders’ Meetings” and the “Articles of Association”.

2. Qualifications of the convener and attendees of this general meeting of shareholders
(1) Qualifications of the convener of this general meeting of shareholders
The convener of this general meeting of shareholders is the company’s board of directors. The qualifications of the convener comply with relevant laws, administrative regulations, and (2) the qualifications of the attendees of this general meeting of shareholders.
Lawyers from our firm reviewed the shareholder list on the equity registration date of this shareholders’ meeting, the legal person shareholder account cards of the legal person shareholders who attended this shareholders’ meeting, the identity certificate or power of attorney of the legal representative, and the shareholders of the natural person shareholders who attended this shareholders’ meeting. The account card, personal identity certificate, power of attorney and identity certificate of the authorized agent and other relevant information and the online voting results of this shareholders’ meeting provided by SSE Information Network Co., Ltd. were verified to confirm attendance at the company’s shareholders’ meeting on-site and online. There are a total of 13 shareholders and shareholder proxies, representing 268,050,237 voting shares, accounting for 48.4451% of the company’s total voting shares.

The qualifications of the aforementioned shareholders participating in the online voting of this general meeting of shareholders are verified by the online voting system provider. Our lawyers are unable to verify the qualifications of these shareholders. The qualifications of the shareholders participating in the online voting of this general meeting of shareholders are all qualified. Under the premise of complying with the provisions of laws, administrative regulations, “Rules of Shareholders’ General Meeting” and “Articles of Association”, our lawyers believe that the qualifications of those attending the meeting are in compliance with the provisions of laws, administrative regulations, “Rules of Shareholders’ Meeting” and “Articles of Association”.

3. Voting procedures and results of this shareholders’ meeting
(1) Voting procedures for this shareholders’ meeting
1. This general meeting of shareholders adopts a voting method that combines on-site voting and online voting.

2. The on-site shareholders’ meeting reviewed and voted on the seven proposals listed in the “Meeting Notice”.

The voting at the on-site meeting will be monitored and counted by shareholder representatives, supervisor representatives and lawyers of the firm.

3. Shareholders who participated in online voting exercised their voting rights through the online voting system within the prescribed online voting time. After the online voting ended, SSE Information Network Co., Ltd. provided the company with statistical data on online voting.

(2) Voting results of this shareholders’ meeting
Witnessed by our lawyers on site, the shareholders’ meeting reviewed and approved the following proposals in accordance with laws, administrative regulations, the “Rules of Shareholders’ Meetings” and the “Articles of Association”:
1. “Proposal on the Company’s Business Policy for 2024”, the voting results are as follows:

Among them, the voting situation of small and medium-sized investors is as follows:

2. “Proposal on the Company’s 2023 Annual Financial Account Report”, the voting results are as follows:

Among them, the voting situation of small and medium-sized investors is as follows:

3. “Proposal on the Company’s 2024 Annual Financial Budget Plan”, the voting results are as follows:

Among them, the voting situation of small and medium-sized investors is as follows:

4. “Proposal on the Company’s 2023 Annual Profit Distribution Plan”, the voting results are as follows:

Among them, the voting situation of small and medium investors is as follows:

5. “Proposal on the Company’s 2023 Annual Report and its Summary”, the voting results are as follows:

Among them, the voting situation of small and medium-sized investors is as follows:

6. “Proposal for the 2023 Annual Work Report of the Company’s Board of Directors”, the voting results are as follows:

Among them, the voting situation of small and medium-sized investors is as follows:

7. “Proposal on the 2023 Annual Work Report of the Company’s Board of Supervisors”, the voting results are as follows:

Among them, the voting situation of small and medium-sized investors is as follows:

There are no special resolutions among the above-mentioned motions; they are all motions for separate counting of votes for small and medium-sized investors; there are no motions involving related-party transactions involving shareholders’ avoidance of voting, and no motions involving preference shareholders’ participation in voting.

According to the voting results, the aforementioned seven motions were all passed.

4. Conclusions
To sum up, our lawyers believe that: the company’s convening and convening procedures of this shareholders’ meeting comply with the provisions of the Company Law and other laws, administrative regulations, the Rules of Shareholders’ Meetings and the Articles of Association; the convener of this shareholders’ meeting The qualifications and attendance qualifications are legal and valid; the voting procedures and results of this shareholders’ meeting are legal and valid.

This legal opinion is made in quadruplicate, and will take effect after being signed by the person in charge of the firm and the handling lawyer and stamped with the official seal of the firm.

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(This page has no text and is the signature page of the “Legal Opinion of Beijing Lantai Law Firm on the 2023 Annual General Meeting of Shareholders of Lucky Film Co., Ltd.”)

Beijing Lantai Law Firm

Person in charge: Handling lawyer:
Yang Qiang Wang Chengxian

Cao Wenwen

April 24, 2024

China Finance Network