Beijing zhonglunwende (Hangzhou) law firm
about
Jiangxi Firstar Panel Technology Co.Ltd(300256)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Beijing zhonglunwende (Hangzhou) law firm
Address: 1301, Guangfu center, Qianjiang Century City, Xiaoshan District, Hangzhou
Tel: 0571-83685215 Fax: 0571-83685215 zip code: 311200
Beijing zhonglunwende (Hangzhou) law firm
About Jiangxi Firstar Panel Technology Co.Ltd(300256)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Jiangxi Firstar Panel Technology Co.Ltd(300256)
Beijing zhonglunwende (Hangzhou) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Jiangxi Firstar Panel Technology Co.Ltd(300256) (hereinafter referred to as “the company”) to appoint lawyers to attend the first extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”), According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws Regulations, normative legal documents and the articles of Association (hereinafter referred to as the “articles of association”), this legal opinion is issued on the convening procedures, qualifications of participants, qualifications of conveners, voting procedures and voting results of the company’s general meeting of shareholders. Affected by the epidemic of pneumonia caused by New Coronavirus, the lawyers appointed by this institute attended the shareholders’ meeting by video to witness the shareholders’ meeting. This legal opinion is only for the purpose of legality of relevant matters of the company’s general meeting of shareholders, and shall not be used for any other purpose. Our lawyer agrees to announce this legal opinion together with the resolution of the company’s general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant materials and facts of the shareholders’ meeting, and now give the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) the shareholders’ meeting was convened by the resolution of the 34th meeting of the Fourth Board of directors of the company.
(II) on January 18, 2022, the board of directors of the company opened the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）The notice of Jiangxi Firstar Panel Technology Co.Ltd(300256) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the meeting) was disclosed. The notice of the meeting specifies the specific time and place of the shareholders’ meeting, the matters submitted to the meeting for deliberation, the participants, the registration method of the meeting and the date of equity registration.
(III) the general meeting of shareholders is held by combining online voting and on-site voting.
The online voting time of this shareholders’ meeting is: the specific time of 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 February 9, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 ~ 15:00 on February 9, 2022. After verification, the time of online voting is consistent with the time of announcement.
Witnessed by our lawyers, the on-site meeting of the general meeting of shareholders was held at 14:30 on February 9, 2022 in the conference room on the seventh floor of the administrative office building, No. 6, Jiangling Road, Pingshan street, Pingshan District, Shenzhen. The meeting was presided over by Mr. Li Tie, director and deputy general manager of the company.
In conclusion, our lawyers believe that 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, administrative regulations, departmental rules, normative documents and the articles of association.
2、 The qualification of the shareholders’ meeting, the attendees and the convener
(I) the convener of this general meeting of shareholders is the 4th board of directors of the company.
(II) according to the notice of meeting, as of the afternoon closing of January 26, 2022 (equity registration date), all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. are eligible to attend the shareholders’ meeting, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(III) after verification, a total of 96 shareholders and shareholders’ agents attended the general meeting of shareholders through on-site and online, and 187804963 shares representing the voting shares of the company, accounting for 19.6052% of the total voting shares of the company. Of which:
1. Qualification of personnel attending the on-site meeting of the general meeting of shareholders
After verification, there are 4 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 172755863 shares of the company, accounting for 18.0342% of the total voting shares of the company.
After checking the identity certificates, shareholding certificates and power of attorney of the shareholders and their agents attending the shareholders’ meeting, our lawyers believe that the shareholders and their agents attending the on-site meeting of the shareholders’ meeting have legal and effective qualifications and comply with the provisions of laws, regulations, normative documents and the articles of Association.
2. Qualification of shareholders to participate in the general meeting of shareholders through online voting
According to the information provided by Shenzhen Securities Information Co., Ltd. and confirmed by the company, a total of 92 shareholders voted effectively through the network during the online voting time, representing 15049100 shares of the company, accounting for 1.5710% of the total voting shares of the company. The qualifications of the above shareholders who participate in the general meeting of shareholders of the company through online voting shall be verified by Shenzhen Securities Information Co., Ltd.
3. Minority investors and shareholders attending the meeting
A total of 95 small and medium-sized investor shareholders participated in the shareholders’ meeting through on-site and online, representing 43748937 voting shares of the company, accounting for 4.5670% of the total voting shares of the company.
(III) after verification, some directors, supervisors, senior managers and witness lawyers hired by the company attended and attended the meeting on site or by video.
To sum up, our lawyers believe that the qualifications of the convener, participants and non voting participants of the general meeting of shareholders are in line with relevant laws, regulations and the articles of association.
3、 Deliberation contents of this shareholders’ meeting
On January 18, 2022, the board of directors of the company published the announcement of the resolution of the 34th meeting of the Fourth Board of directors and the notice of the meeting of the shareholders’ meeting on cninfo.com, the gem information disclosure website designated by the CSRC. The board of directors of the company fully disclosed the specific contents of all proposals submitted to the shareholders’ meeting for deliberation.
The specific proposals are as follows:
1. Proposal on the proposed renewal of accounting firm;
2. Proposal on by election of non independent directors;
After verification, the shareholders’ meeting reviewed the proposals listed in the meeting notice, did not modify the original meeting agenda and put forward new proposals, and did not vote on the matters not listed in the announcement of convening the shareholders’ meeting; The content and form of the proposal comply with the provisions of the articles of association.
4、 Voting procedures and results of this general meeting of shareholders
(I) on site voting and voting
The on-site meeting of the general meeting of shareholders voted on the proposal by open ballot in accordance with the voting procedures specified in laws, regulations and the articles of association. The meeting counted and monitored votes in accordance with the rules of the general meeting of shareholders of listed companies and the articles of association, and announced the voting results of the on-site meeting on the spot under the supervision of our lawyers.
(II) online voting and voting
Assuming that the qualifications of shareholders and shareholders’ agents participating in online voting comply with the provisions of relevant laws and regulations and the articles of association, our lawyers believe that the online voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association, and the announcement, voting methods and statistics of voting results of online voting are legal and effective.
(III) voting results
After the online voting of this shareholders’ meeting, the company consolidated statistics and announced the voting results of on-site voting and online voting on the spot (hereinafter referred to as “overall voting results”). The overall voting results and the voting results of small and medium-sized investors are as follows:
Overall voting results of the proposal
Agree against abstention
Account for the attendance account for the attendance order of the meeting there is a meeting there is a meeting number proposal name agree (share) voting right objection (share) voting right abstention voting right total shares (share) Proportion of total shares (%) cases (%) cases (%)
On proposed renewal
1 proposal of accounting firm 184514613 98.2480 3194850 1.7012 95500 0.0509
About by election
2. Proposal of independent directors 184232813 98.0979 3356850 1.7874 215300 0.1146
Voting results of minority shareholders of the proposal
Agree against abstention
Zhan attended the meeting. In the order of the meeting, the name of the motion of small and medium-sized investment and small investment was discussed. Those who agreed with (share) capital expressed their opposition to (share) The proportion of the total number of voting shares (%) the proportion of the total number of voting shares (%) （%）
About the proposed renewal meeting
1. 40458587 92.4790 3194850 7.3027 95500 0.2183 proposal of the accounting firm
2. Proposal on by election of non independent directors 40176787 91.8349 3356850 7.6730 215300 0.4921
The proposals deliberated at this shareholders’ meeting have been deliberated and passed by all shareholders (including entrusted agents) participating in the voting.
In conclusion, our lawyers believe that the voting procedures and voting methods of the company’s general meeting of shareholders comply with relevant laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of conveners and attendees, voting methods and voting procedures of the company’s general meeting of shareholders are in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, and the resolutions adopted at the meeting are legal and effective.
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